<PAGE>

                                                                  Exhibit 4.7

                         AMENDED AND RESTATED BYLAWS

                                     OF

                       APPLIED DIGITAL SOLUTIONS, INC.

                                 ARTICLE ONE

                            OFFICES; DEFINITIONS

SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation in
Missouri shall be located at One Metropolitan Square, 211 N. Broadway, Suite
3600, St. Louis, Missouri 63102, or at such other address within the State
of Missouri as the Board of Directors may from time to time authorize by
duly adopted resolution.

SECTION 1.2 OTHER OFFICES. The Corporation may maintain such other offices
both within and without the State of Missouri as the business of the
Corporation may from time to time require or as the Board of Directors may
determine.

                                 ARTICLE TWO

                           SHAREHOLDERS' MEETINGS

SECTION 2.1 PLACE OF MEETINGS. All meetings of the shareholders shall be
held at such place within or without the State of Missouri as may be, from
time to time, fixed or determined by the Board.

SECTION 2.2 ANNUAL MEETINGS. The annual meeting of shareholders for the
election of Directors and for the transaction of such other business as
properly may come before such meeting shall be held on any day within the
calendar year, subject to any applicable limitations of law.

SECTION 2.3 SPECIAL MEETING. Special meetings of the shareholders or of the
holders of any special class of stock of the Corporation, unless otherwise
prescribed by statute or by the Corporation's Restated Articles of
Incorporation (the "Articles"), may be called only by the affirmative vote
of a majority of the entire Board of Directors or by the Chairman of the
Board of Directors or the President by request of such a meeting in writing.
Such request shall be delivered to the Secretary of the Corporation and
shall state the purpose or purposes of the proposed meeting. Upon such
direction or request, subject to any requirements or limitations imposed by
the Articles, by these Bylaws or by law, it shall be the duty of the
Secretary to call a special meeting of the shareholders to be held at such
time as is specified in the request.

SECTION 2.4 NOTICE OF MEETINGS. Written or printed notice of each meeting of
shareholders, stating the place, day and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered or given not less than ten (10) nor more than seventy
(70) days before the date of the


<PAGE>
<PAGE>

meeting, either personally or by mail, by or at the direction of the
Secretary to each shareholder of record entitled to vote at such meeting.
Attendance of a shareholder at any meeting shall constitute a waiver of
notice of such meeting except where such shareholder attends the meeting for
the sole and express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Any notice of a
shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon
prepaid, addressed to the shareholder at such shareholder's address as it
appears on the records of the Corporation.

SECTION 2.5 LIST OF SHAREHOLDERS ENTITLED TO VOTE. At least ten (10) days
before each meeting of the shareholders, a complete list of the shareholders
entitled to vote at such meeting shall be prepared and arranged in
alphabetical order with the address of each shareholder and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any shareholder at any time during
usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in the State of Missouri,
shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders. Failure to comply with the above requirements in
respect of lists of shareholders shall not affect the validity of any action
taken at such meeting.

SECTION 2.6 QUORUM; ADJOURNMENT; POSTPONEMENT. The holders of a majority of
the outstanding shares entitled to vote at any meeting, represented in
person or by proxy, shall be requisite and shall constitute a quorum at a
meeting of shareholders, except as otherwise provided by law, the Articles
or these Bylaws. The shareholders present at a meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding
the withdrawal of such number of shareholders as to reduce the remaining
shareholders to less than a quorum. Whether or not a quorum is present, the
chairman of the meeting or a majority of the shareholders entitled to vote
thereat, present in person or by proxy, shall have power, except as
otherwise provided by statute, successively to adjourn the meeting to such
time and place as they may determine, to a date not longer than ninety (90)
days after each such adjournment, and no notice of any such adjournment need
be given to shareholders if the time and place of the adjourned meeting are
announced at the meeting at which the adjournment is taken. At any adjourned
meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
called.

A shareholder's meeting may be successively postponed by resolution of the
Board of Directors to a specified date up to a date ninety (90) days after
such postponement or to another place, provided public notice of such
postponement is given prior to the date previously scheduled for the
meeting. Such notice shall state the new date and place of such postponed
meeting.

                                     2

<PAGE>
<PAGE>

For purposes of this Section 2.6, "adjournment" means a delay in the date,
which may also be combined with a change in the place, of a meeting after
the meeting has been convened; "postponement" means a delay in the date,
which may be combined with a change in the place, of the meeting before it
has been convened, but after the time and place thereof have been set forth
in a notice delivered or given to shareholders; and public notice shall be
deemed to have been given if a public announcement is made by press release
reported by a national news service or in a publicly available document
filed with the United States Securities and Exchange Commission.

SECTION 2.7 VOTING. Subject to the voting rights of any holders of preferred
stock, each outstanding share of common stock entitled to vote under the
provisions of the Articles shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders and, if a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting shall be the act of the shareholders unless the vote of a greater
number of shares is required by the Articles, by these Bylaws or by law. No
person shall be admitted to vote on any shares belonging or hypothecated to
the Corporation. A shareholder may vote either in person or by proxy, but no
proxy shall be voted after eleven (11) months from the date of its execution
unless otherwise provided in the proxy. Without limiting the manner in which
a shareholder may authorize a person to act for the shareholder as proxy,
the following shall constitute a valid means by which a shareholder may
grant such authority:

                  (1) A shareholder or the shareholder's duly authorized
         attorney in fact may execute a writing authorizing another person
         to act for the shareholder as proxy. Execution may be accomplished
         by the shareholder or duly authorized attorney in fact signing such
         writing or causing the shareholder's signature to be affixed to
         such writing by any reasonable means, including, but not limited
         to, facsimile signature;

                  (2) A shareholder may authorize another person to act for
         the shareholder as proxy by transmitting or authorizing
         transmission of a telegram, cablegram, facsimile or other means of
         electronic transmission to the person who will be the holder of the
         proxy or to a proxy solicitation firm, proxy support service
         organization or like agent duly authorized by the person who will
         be the holder of the proxy to receive such transmission, provided
         that any such telegram, cablegram, facsimile or other means of
         electronic transmission shall either set forth or be submitted with
         information from which it can be determined that the telegram,
         cablegram, facsimile or other electronic transmission was
         authorized by the shareholder. If it is determined that such
         telegrams, cablegrams, facsimiles or other electronic transmissions
         are valid, the inspectors or, if there are no inspectors, such
         other persons making such determination shall specify the
         information upon which they relied.

SECTION 2.8 ACTION BY CONSENT. Unless otherwise prescribed by the Articles,
any action required or permitted to be taken by the shareholders of the
Corporation may,

                                     3

<PAGE>
<PAGE>

if otherwise allowed by law, be taken without a meeting of shareholders only
if consents in writing, setting forth the action so taken, are signed by all
of the shareholders entitled to vote with respect to the subject matter
thereof.

SECTION 2.9 ADVANCE NOTICE OF NOMINATIONS AND SHAREHOLDER PROPOSALS. All
nominations of individuals for election to the Board and proposals of
business to be considered at any meeting of the shareholders shall be made
as set forth in this Section 2.9 of Article Two.

         (a) Annual Meeting of Shareholders.

                  (1) Nominations of individuals for election to the Board
         and the proposal of other business to be considered by the
         shareholders may be made at an annual meeting of shareholders (i)
         pursuant to the Corporation's notice of meeting, (ii) by or at the
         direction of the Directors or (iii) by any shareholder of the
         Corporation who was a shareholder of record at the time of giving
         of notice provided for in this Section 2.9(a) of Article Two, who
         is entitled to vote at the meeting and who complied with the notice
         procedures set forth in this Section 2.9(a) of Article Two.

                  (2) For nominations or other business to be properly
         brought before an annual meeting by a shareholder pursuant to
         clause (iii) of paragraph (a)(1) of this Section 2.9 of Article
         Two, the shareholder must have given timely notice thereof in
         writing to the Secretary. To be timely, a shareholder's notice
         shall be delivered to the Secretary at the principal executive
         offices of the Corporation not less than sixty (60) days nor more
         than ninety (90) days prior to the first anniversary of the
         preceding year's annual meeting or not less than sixty (60) days
         nor more than ninety (90) days prior to June 6, 1998 in the case of
         the next annual meeting; provided, however, that in the event that
         the date of the annual meeting is advanced by more than thirty (30)
         days or delayed by more than sixty (60) days from such anniversary
         date, notice by the shareholder to be timely must be so delivered
         not earlier than the 90th day prior to such annual meeting and not
         later than the close of business on the later of the 60th day prior
         to such annual meeting or the tenth day following the day on which
         public announcement of the date of such meeting is first made. Such
         shareholder's notice shall set forth: (i) as to each person whom
         the shareholder proposes to nominate for election or reelection as
         a Director, (a) the name, age, business and residential addresses,
         and principal occupation or employment of each proposed nominee,
         (b) the class and number of shares of capital stock that are
         beneficially owned by such nominee on the date of such notice, (c)
         a description of all arrangements or understandings between the
         shareholder and each nominee and the name of any other person or
         persons pursuant to which the nomination or nominations are to be
         made by the shareholder, (d) all other information relating to such
         person that is required to be disclosed in solicitations of proxies
         for election of Directors, or is otherwise required, in each case
         pursuant to Regulation 14A under the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), and (e) the written consent
         of


                                     4

<PAGE>
<PAGE>

         each proposed nominee to being named as a nominee in the proxy
         statement and to serve as a Director of the Corporation if so
         elected; (ii) as to any other business that the shareholder
         proposes to bring before the meeting, a brief description of the
         business desired to be brought before the meeting, the reasons for
         conducting such business at the meeting and any material interest
         in such business of such shareholder and of the beneficial owner,
         if any, on whose behalf the proposal is made; and (iii) as to the
         shareholder giving the notice and the beneficial owner, if any, on
         whose behalf the nomination or proposal is made, (x) the name and
         address of such shareholder, as they appear on the Corporation's
         books, and of such beneficial owner, (y) the class and number of
         shares of stock of the Corporation which are owned beneficially and
         of record by such shareholder and such beneficial owner, and (z) a
         representation that the shareholder intends to appear in person or
         by proxy at the meeting to nominate the person or persons specified
         in the notice or to propose such other business. The Corporation
         may require any proposed nominee to furnish any information, in
         addition to that furnished pursuant to clause (i) above, it may
         reasonably require to determine the eligibility of the proposed
         nominee to serve as a Director of the Corporation.

                  (3) Notwithstanding anything in the second sentence of
         paragraph (a)(2) of this Section 2.9 of Article Two to the
         contrary, in the event that the number of Directors to be elected
         to the Board is increased and there is no public announcement
         naming all of the nominees for Director or specifying the size of
         the increased Board made by the Corporation at least seventy (70)
         days prior to the first anniversary of the preceding year's annual
         meeting, a shareholder's notice required by this Section 2.9(a) of
         Article Two shall also be considered timely, but only with respect
         to nominees for any new positions created by such increase, if it
         shall be delivered to the Secretary at the principal executive
         offices of the Corporation not later than the close of business on
         the tenth day following the day on which such public announcement
         is first made by the Corporation.

         (b) Special Meetings of Shareholders. Only such business shall be
conducted, and only such proposals shall be acted upon, at a special meeting
of shareholders as shall have been brought before a meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board may be made at a special meeting of shareholders at which Directors
are to be elected (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board, or (iii) provided that the Board has
determined that Directors shall be elected at such special meeting, by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Section 2.9(b) of Article Two, who is
entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 2.9(b) of Article Two. In the event the
Corporation calls a special meeting of shareholders for the purpose of
electing one or more Directors to the Board, any such shareholder may
nominate a person or persons (as the case may be) for election to such
position as specified in the Corporation's notice of meeting, if the
shareholder's notice required by clause (iii) of this Section 2.9(b) of
Article Two shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the 90th day prior to such
special meeting and not later than


                                     5

<PAGE>
<PAGE>

the close of business on the later of the 60th day prior to such special
meeting or the tenth day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed
by the Board to be elected at such meeting. Such shareholder's notice shall
set forth: (i) as to each person whom the shareholder proposes to nominate
for election as a Director, (a) the name, age, business and residential
addresses, and principal occupation or employment of each proposed nominee,
(b) the class and number of shares of capital stock that are beneficially
owned by such nominee on the date of such notice, (c) a description of all
arrangements or understandings between the shareholder and each nominee and
the name of any other person or persons pursuant to which the nomination or
nominations are to be made by the shareholder, (d) all other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, and (e) the written
consent of each proposed nominee to being named as a nominee in the proxy
statement and to serve as a Director of the Corporation if so elected; (ii)
as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, (x) the name and address of
such shareholder, as they appear on the Corporation's books, and of such
beneficial owner, (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such shareholder
and such beneficial owner, and (z) a representation that the shareholder
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice or to propose such other business.
The Corporation may require any proposed nominee to furnish any information,
in addition to that furnished pursuant to clause (i) above, it may
reasonably require to determine the eligibility of the proposed nominee to
serve as a Director of the Corporation. No other proposals of business by a
shareholder other than the nomination of persons for election to the Board
requested by a shareholder, as provided in this Section 2.9(b) of Article
Two, may be considered at a special meeting of the shareholders.

         (c) General.

                  (1) Only such persons who are nominated in accordance with
         the procedures set forth in this Section 2.9 of Article Two shall
         be eligible to serve as Directors and only such business shall be
         conducted at a meeting of shareholders as shall have been brought
         before the meeting in accordance with the procedures set forth in
         this Section 2.9 of Article Two. The Board of Directors may reject
         any nomination or shareholder proposal submitted for consideration
         at any meeting of shareholders which is not made in accordance with
         the terms of this Section 2.9 of Article Two or which is not a
         proper subject for shareholder action in accordance with provisions
         of applicable law. Alternatively, if the Board of Directors fails
         to consider the validity of any nomination or shareholder proposal,
         the presiding officer of the meeting shall have the power and duty
         to determine whether a nomination or any business proposed to be
         brought before the meeting was made in accordance with the
         procedures set forth in this Section 2.9 of Article Two and, if any
         proposed nomination or business is not in compliance with this
         Section 2.9 of Article Two, to declare that such defective
         nomination or proposal be


                                     6

<PAGE>
<PAGE>

         disregarded. This provision shall not prevent the consideration and
         approval or disapproval at the meeting of reports of officers,
         Directors and committees of the Board of Directors, but, in
         connection with such reports, no new business shall be acted upon
         at the meeting unless stated, filed and received as herein provided.

                  (2) For purposes of this Section 2.9 of Article Two,
         "public announcement" shall mean disclosure in a press release
         reported by the Dow Jones News Service, Associated Press, Reuters
         or comparable news service or in a document publicly filed by the
         Corporation with the Securities and Exchange Commission pursuant to
         Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this
         Section 2.9 of Article Two, a shareholder must also comply with all
         applicable requirements of state law and of the Exchange Act and
         the rules and regulations thereunder with respect to the matters
         set forth in this Section 2.9 of Article Two. Nothing in this
         Section 2.9 of Article Two shall be deemed to affect any rights of
         shareholders to request inclusion of proposals in the Corporation's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 2.10 NO CUMULATIVE VOTING. All cumulative voting rights are hereby
denied, so that the capital stock of the Corporation shall not carry with
it, and no shareholder shall have any right to, cumulative voting in the
election of Directors or for any other purpose.

                                ARTICLE THREE

                             BOARD OF DIRECTORS

SECTION 3.1  NUMBER, ELECTION AND TERM.

         (a) The Board of Directors shall consist of five (5) persons;
provided, however, that in no event shall the number of Directors be less
than three (3); provided, further, that except as otherwise provided in the
Articles, the number of Directors provided herein may be amended from time
to time only by the affirmative vote of a majority of the Board of
Directors; and provided, further, that any change in the number of Directors
shall be reported to the Secretary of State of the State of Missouri within
thirty (30) calendar days of such change.

         (b) The Board of Directors shall be divided into three classes, as
nearly equal in number as possible. In the event of any increase in the
number of Directors, any additional Directors shall be added to such classes
as may be necessary so that all classes shall be as nearly equal in number
as possible. In the event of any decrease in the number of Directors, all
classes of Directors shall be decreased as nearly equally as may be
possible. No reduction in the number of Directors shall affect the term of
office of any incumbent Director. Subject to the foregoing, the Board of
Directors shall determine the



                                     7

<PAGE>
<PAGE>

class or classes to which any additional Directors shall be added and the
class or classes which shall be decreased in the event of any decrease in
the number of Directors.

         (c) With respect to the current Board of Directors of the
Corporation, the first class of Directors shall hold office until the annual
meeting of shareholders in 1998, the second class of Directors shall hold
office until the annual meeting of shareholders in 1999 and the third class
of Directors shall hold office until the annual meeting of shareholders in
2000, or in each case, until his or her successor is elected and qualified.
Thereafter, Directors shall be elected to hold office for a term of three
years or, in each case, until his or her successor is elected and qualified,
and at each annual meeting of shareholders, the successors to the class of
Directors whose terms shall then expire shall be elected for a term expiring
at the third succeeding annual meeting after that election.

SECTION 3.2 POWERS. The property and business of the Corporation shall be
managed and controlled by or under the direction of the Board of Directors,
which shall exercise or direct the exercise of all of the powers of the
Corporation and do or cause to be done all acts and things as are not, by
the Articles, by these Bylaws or by law, directed or required to be done or
exercised by the shareholders.

SECTION 3.3 MEETINGS; QUORUM. Regular meetings of the Board of Directors
shall be held at such places, within or without the State of Missouri, and
on such days and at such times as shall be fixed from time to time by the
Board of Directors. Rules of procedure for the conduct of such meetings may
be adopted by resolution of the Board of Directors. Notice of such regular
meetings need not be given. A majority of members of the Board of Directors
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but a lesser number may adjourn a meeting to another
time or day if a quorum is not present. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required by
the Articles, by these Bylaws or by law. Special meetings of the Board of
Directors may be held at any time and place, within or without the State of
Missouri, upon the call of the Chairman of the Board of Directors, the
President or Secretary of the Corporation by oral, written, telefax,
telegraphic or electronic notice duly given, sent or mailed to each
Director, at such Director's last known address, not less than twenty-four
hours before such meeting; provided, however, that any Director may, at any
time, in writing or by telegram, waive notice of any meeting at which he or
she may not be or may not have been present. Attendance of a Director at any
meeting shall constitute a waiver of notice of the meeting except where a
Director attends a meeting for the sole and express purpose of objecting to
the transaction of any business because the meeting is not lawfully called
or convened.

Members of the Board of Directors or of any committee designated by the
Board of Directors may participate in a meeting of the Board of Directors or
committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each
other, and participation in a meeting in this manner shall constitute
presence in person at the meeting.

                                     8

<PAGE>
<PAGE>

SECTION 3.4 ACTION BY CONSENT. Any action which is required to be or may be
taken at a meeting of the Directors may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by all
the Directors. Any action which is required to be or may be taken at a
meeting of a committee of Directors may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by all
the members of the committee.

SECTION 3.5 RESIGNATION OF DIRECTORS. Any Director of the Corporation may
resign at any time by giving written notice of such resignation to the Board
of Directors, the Chairman of the Board of Directors, the President, or the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein or, if no time be specified, upon receipt thereof by
the Board of Directors or one of the above-named Officers; and, unless
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.

SECTION 3.6 COMPENSATION OF DIRECTORS. Directors, as such, may receive such
compensation and be reimbursed for expenses of attendance at any meeting of
the Board of Directors as shall be determined by resolution of the Board of
Directors. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

SECTION 3.7 COMMITTEES; GENERAL RULES. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may designate two or
more Directors to constitute a committee. Each committee, to the extent
provided in such resolution, shall have and may exercise the authority of
the Board of Directors, as so delegated in the resolution, in the management
of the Corporation. Each committee of the Board of Directors shall keep
regular minutes of its proceedings and report the same to the Board of
Directors when required. Vacancies in the membership of each committee shall
be filled by the Board of Directors at any regular or special meeting of the
Board of Directors. At all meetings of a committee, a majority of the
committee members then in office shall constitute a quorum for the purpose
of transacting business, and the acts of a majority of the committee members
present at any meeting at which there is a quorum shall be the acts of the
committee. A Director who may be disqualified, by reason of personal
interest, from voting on any particular matter before a meeting of a
committee may nevertheless be counted for the purpose of constituting a
quorum of the committee.

SECTION 3.8 QUALIFICATIONS. No person shall be qualified to be elected and
to hold office as a Director if such person is determined by a majority of
the entire Board of Directors to have acted in a manner contrary to the best
interests of the Corporation, including, but not limited to, the violation
of either Federal or State law, maintenance of interests not properly
authorized and in conflict with the interests of the Corporation, or breach
of any agreement between that Director and the Corporation relating to his
or her services as a Director, employee or agent of the Corporation. A
Director need not be a shareholder.

                                     9

<PAGE>
<PAGE>

SECTION 3.9 EMERITUS AND ADVISORY DIRECTORS. The Board of Directors may from
time to time create one or more positions of Director Emeritus and Advisory
Director and may fill such position or positions for such terms as the Board
of Directors deems proper. Each Director Emeritus and Advisory Director
shall, upon the invitation of the Board of Directors, have the privilege of
attending meetings of the Board of Directors but shall do so solely as an
observer. Notice of meetings of the Board of Directors to a Director
Emeritus or Advisory Director shall not be required under any applicable
law, the Articles or these Bylaws. Each Director Emeritus and Advisory
Director shall be entitled to receive such compensation as may be fixed from
time to time by the Board of Directors. No Director Emeritus or Advisory
Director shall be entitled to vote on any business coming before the Board
of Directors, nor shall they be counted as members of the Board of Directors
for the purpose of determining the number of Directors necessary to
constitute a quorum, for the purpose of determining whether a quorum is
present or for any other purpose whatsoever. In the case of a Director
Emeritus or Advisory Director, the occurrence of any event which in the case
of a Director would create a vacancy on the Board of Directors, shall be
deemed to create a vacancy in such position; but the Board of Directors may
declare the position terminated until such time as the Board of Directors
shall again deem it proper to create and to fill the position.

                                ARTICLE FOUR

                                  OFFICERS

SECTION 4.1 NUMBER, ELECTION AND TERM. The officers of the Corporation shall
be a Chairman of the Board, a President and a Secretary who shall be chosen
by the Board of Directors at its first meeting after each annual meeting of
shareholders. The Board of Directors may also choose one or more Vice
Presidents, a Treasurer, one or more Assistant Secretaries and Assistant
Treasurers and such other officers as the Board of Directors may deem
appropriate. Any two or more offices, except those of President and Vice
President or President and Secretary, may be held by the same person.
Officers of the Corporation may be given distinctive designations such as
Executive Vice President, Group Vice President, Senior Vice President, Chief
Operating Officer, Chief Administrative Officer and Chief Financial Officer.
All officers, unless sooner removed, shall hold their respective offices
until the first meeting of the Board of Directors after the next succeeding
election of the Board of Directors and until their successors shall have
been duly elected and qualified.

Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors with or without cause whenever, in its
judgment, the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Any vacancy occurring in any such office of the
Corporation may be filled only by the Board of Directors.

SECTION 4.2 CHAIRMAN OF THE BOARD. The Chairman shall be the Chief Executive
Officer of the Corporation. In addition to his duties as Chairman and Chief
Executive Officer, he or she shall be responsible for the general and active
management


                                     10

<PAGE>
<PAGE>

of the business and affairs of the Corporation, subject only to the control
of the Board of Directors, shall have full authority in respect to the
signing and execution of deeds, bonds, mortgages, contracts and other
instruments of the Corporation; and, in the absence or disability of the
President, shall exercise all of the powers and discharge all of the duties
of the President. Unless otherwise determined by the Board of Directors, he
or she shall also be, ex officio, a member of all standing Committees of the
Board of Directors, shall preside at all meetings of the shareholders and
Directors at which he or she is present and shall perform any other duties
prescribed by the Board of Directors or these Bylaws.

SECTION 4.3 PRESIDENT. In the absence of the Chairman of the Board of
Directors, the President shall preside at all meetings of the shareholders
and Directors at which he or she is present. He or she shall perform any
duties prescribed by the Chairman or the Board of Directors and shall see
that all orders and resolutions of the Board of Directors are carried into
effect.

The President shall have equal authority with the Chairman to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent
of the Corporation.

SECTION 4.4 VICE PRESIDENTS. The Vice Presidents, if any, in the order of
their seniority shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and shall
perform any other duties prescribed by the Chairman, the President or the
Board of Directors.

SECTION 4.5 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall keep or
cause to be kept a record of all meetings of the shareholders and the Board
of Directors and record all votes and the minutes of all proceedings in a
book to be kept for that purpose. He or she shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform any other duties prescribed by the
Board of Directors or the President, under whose supervision he or she shall
be. He or she shall keep in safe custody the seal of the Corporation and
shall affix the same to any instrument requiring it.

The Assistant Secretaries, if any, in order of their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform any other duties prescribed by the
Chairman, the President or the Board of Directors.

SECTION 4.6 TREASURER AND ASSISTANT TREASURERS. The Treasurer, if any, shall
have the custody of the corporate funds and securities, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation, shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors and


                                     11

<PAGE>
<PAGE>

shall perform any other duties prescribed by the Chairman, the President or
the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements,
and shall render to the President and Directors, at the regular meetings of
the Board of Directors, or whenever they may require it, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation.

If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in
case of his or her death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in
his or her possession or under his or her control belonging to the
Corporation.

The Assistant Treasurers, if any, in the order of their seniority shall, in
the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform any other duties prescribed by
the Board of Directors.

SECTION 4.7 CHIEF FINANCIAL OFFICER AND CONTROLLERS. The Chief Financial
Officer, if one is elected by the Board of Directors, shall have charge of
the accounting records of the Corporation, shall maintain appropriate
internal control and auditing of the Corporation, and shall perform such
other duties as directed by the Board of Directors, the Chairman or other
senior officers. The Controllers, if any, in order of their seniority shall,
in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall have
any other duties prescribed by the Board of Directors.

SECTION 4.8 APPOINTED OFFICERS. In addition to the corporate officers
elected by the Board of Directors, the Chairman may, from time to time,
appoint one or more other persons as appointed officers who shall not be
deemed to be corporate officers, but may, respectively, be designated with
such titles as the Chairman may deem appropriate. The Chairman may prescribe
the powers to be exercised and the duties to be performed by each such
appointed officer, may designate the term for which each such appointment is
made, and may, from time to time, terminate any or all of such appointments
with or without cause. Such appointments and termination of appointments
shall be reported periodically to the Board of Directors.

                                ARTICLE FIVE

                                CAPITAL STOCK

SECTION 5.1 STOCK CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate, in any form approved by the Board
of Directors,


                                     12

<PAGE>
<PAGE>

certifying the number and class of shares owned by the shareholder in the
Corporation, signed by the Chairman, the President or a Vice President and
by the Secretary or Treasurer or an Assistant Secretary or Assistant
Treasurer of the Corporation and sealed with the seal of the Corporation. If
the certificate is countersigned by a transfer agent other than the
Corporation or its employee, or by a registrar other than the Corporation or
its employee, any other signature on the certificate may be a facsimile
signature, or may be engraved or printed. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been
placed on the certificate shall have ceased to be an officer, transfer agent
or registrar before the certificate is issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.

SECTION 5.2 TRANSFER OF STOCK. The shares of stock of the Corporation shall
be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives. Upon transfer, the
old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers,
or to such other persons as the Board of Directors may designate, by whom
they shall be cancelled and new certificates shall thereupon be issued.
Except as otherwise expressly provided by the statutes of the State of
Missouri, the Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the absolute owner thereof for all purposes
and, accordingly, shall not be bound to recognize any legal, equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it or they shall have express or other notice thereof.

SECTION 5.3 CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. The Board
of Directors shall have the power to close the transfer books of the
Corporation for a period not exceeding seventy (70) days prior to the date
of any meeting of shareholders, or the date for payment of any dividend, or
the date for the allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect. In lieu of so closing
the transfer books, the Board of Directors may fix in advance a record date
for the determination of the shareholders entitled to notice of and to vote
at any meeting and any adjournment thereof, or entitled to receive payment
of any dividend or any allotment of rights, or entitled to exercise the
rights in respect of any change, conversion or exchange of shares, up to
seventy (70) days prior to the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares
shall go into effect. In such case only the shareholders who are
shareholders of record on the record date so fixed shall be entitled to
receive notice of and to vote at such meeting and any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after the date of
closing of the transfer books or the record date fixed as aforesaid. If the
Board of Directors does not close the transfer books or set a record date
for the determination of the shareholders entitled to notice of and to vote
at any meeting of shareholders, only the shareholders who are shareholders
of record at the close of business on the 20th day preceding the date


                                     13

<PAGE>
<PAGE>

of the meeting shall be entitled to notice of and to vote at the meeting and
upon any adjournment of the meeting, except that if prior to the meeting
written waivers of notice of the meeting are signed and delivered to the
Corporation by all of the shareholders of record at the time the meeting is
convened, only the shareholders who are shareholders of record at the time
the meeting is convened shall be entitled to vote at the meeting and any
adjournment of the meeting.

SECTION 5.4 LOST OR DESTROYED CERTIFICATES. The holder of any shares of
stock of the Corporation shall immediately notify the Corporation and its
transfer agents and registrars, if any, of any loss or destruction of the
certificates representing the same. The Corporation may issue a new
certificate in place of any certificate theretofore issued by it which is
alleged to have been lost or destroyed and the Board of Directors may
require the owner of the lost or destroyed certificate or the owner's legal
representative to give the Corporation a bond in a sum and in a form
approved by the Board of Directors, and with a surety or sureties which the
Board of Directors finds satisfactory, to indemnify the Corporation and its
transfer agents and registrars, if any, against any claim or liability that
may be asserted against or incurred by it or any transfer agent or registrar
on account of the alleged loss or destruction of any certificate or the
issuance of a new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is
proper so to do. The Board of Directors may delegate to any Officer or
Officers of the Corporation any of the powers and authorities contained in
this section.

SECTION 5.5 TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars which may be banks, trust companies or other financial
institutions located within or without the State of Missouri; may define the
authority of such transfer agents and registrars of transfers; may require
all stock certificates to bear the signature of a transfer agent or a
registrar of transfers, or both; and may change or remove any such transfer
agent or registrar of transfers.

                                 ARTICLE SIX

                               CORPORATE SEAL

The corporate seal shall be circular in form and shall bear the name of the
Corporation, the year of its incorporation and the words "Corporate Seal"
and "Missouri" and otherwise shall be such form as shall be approved from
time to time by the Board of Directors.

                                ARTICLE SEVEN

                              WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions
of these Bylaws or under the provisions of the Articles or under the
provisions of The General and


                                     14

<PAGE>
<PAGE>

Business Corporation Law of Missouri (the "GBCL"), waiver thereof, in
writing, signed by the person or persons entitled to such notice, either
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.



                                ARTICLE EIGHT

                              BOOKS AND RECORDS

The books and records of the Corporation shall be maintained at the
executive offices of the Corporation and shall be available for inspection
by any shareholder during normal business hours, except that the Board of
Directors may limit the right of inspection of any shareholder if the Board
of Directors deems it necessary under all the circumstances, in order to
protect the financial and business interest of the Corporation.

                                ARTICLE NINE

                               INDEMNIFICATION

SECTION 9.1 ACTIONS INVOLVING DIRECTORS AND OFFICERS. The Corporation shall
indemnify each person (other than a party plaintiff suing on his or her own
behalf or in the right of the Corporation) who at any time is serving or has
served as a Director or officer of the Corporation against any claim,
liability or expense incurred as a result of such service, or as a result of
any other service on behalf of the Corporation, or service at the request of
the Corporation as a director, officer, employee, member or agent of another
corporation, partnership, joint venture, trust, trade or industry
association, or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit), to the maximum extent permitted by law.
Without limiting the generality of the foregoing, the Corporation shall
indemnify any such person who was or is a party (other than a party
plaintiff suing on his or her behalf or in the right of the Corporation), or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, but not limited to, an action by or in the right
of the Corporation) by reason of such service against expenses (including,
without limitation, attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding.

SECTION 9.2 ACTIONS INVOLVING EMPLOYEES OR AGENTS.

         (a) Permissive Indemnification. The Corporation may, if it deems
appropriate and as may be permitted by this Article Nine, indemnify any
person (other than a party plaintiff suing on his or her own behalf or in
the right of the Corporation) who at any time is serving or has served as an
employee or agent of the Corporation against any claim, liability or expense
incurred as a result of such service, or as a result of any other service on
behalf of the Corporation, or service at the request of the Corporation as a
director,


                                     15

<PAGE>
<PAGE>

officer, employee, member or agent of another corporation, partnership,
joint venture, trust, trade or industry association, or other enterprise
(whether incorporated or unincorporated, for-profit or not-for-profit), to
the maximum extent permitted by law or to such lesser extent as the
Corporation, in its discretion, may deem appropriate. Without limiting the
generality of the foregoing, the Corporation may indemnify any such person
who was or is a party (other than a party plaintiff suing on his or her own
behalf or in the right of the Corporation), or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, but not
limited to, an action by or in the right of the Corporation) by reason of
such service, against expenses (including, without limitation, attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding.

         (b) Mandatory Indemnification. To the extent that an employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 9.2(a)
hereof, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the action, suit or
preceding.

SECTION 9.3 DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN
CIRCUMSTANCES. Any indemnification required under Section 9.1 hereof or
authorized by the Corporation in a specific case pursuant to Section 9.2
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made reasonably and promptly that indemnification of the
Director, officer, employee or agent is not proper under the circumstances
because he or she has not met the applicable standard of conduct set forth
in or established pursuant to this Article Nine. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting
of Directors who were not parties to such action, suit or proceeding, or (2)
if such a quorum is not obtainable, or even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel in a
written opinion, or (3) by majority vote of the shareholders; provided that
no such determination shall preclude an action brought in an appropriate
court to challenge such determination.

SECTION 9.4 ADVANCE PAYMENT OF EXPENSES. Expenses incurred by a person who
is or was a Director or officer of the Corporation in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of an action, suit or proceeding, and
expenses incurred by a person who is or was an employee or agent of the
Corporation in defending a civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors, in
either case upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
Corporation as authorized in or pursuant to this Article Nine.

                                     16

<PAGE>
<PAGE>

SECTION 9.5 ARTICLE NINE PROVISIONS NOT EXCLUSIVE RIGHT. The indemnification
provided by this Article Nine shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled, whether under
the Articles or any statute, agreement, vote of shareholders or
disinterested Directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office.

SECTION 9.6 INDEMNIFICATION AGREEMENTS AUTHORIZED. Without limiting the
other provisions of this Article Nine, the Corporation is authorized from
time to time, without further action by the shareholders of the Corporation,
to enter into agreements with any Director, officer, employee or agent of
the Corporation providing such rights of indemnification as the Corporation
may deem appropriate, up to the maximum extent permitted by law. Any
agreement entered into by the Corporation with a Director may be authorized
by the other Directors, and such authorization shall not be invalid on the
basis that different or similar agreements may have been or may thereafter
be entered into with other Directors.

SECTION 9.7 STANDARD OF CONDUCT. Except as may otherwise be permitted by
law, no person shall be indemnified pursuant to this Article Nine (including
without limitation pursuant to any agreement entered into pursuant to
Section 9.6 hereof) from or on account of such person's conduct which is
finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct. The Corporation may (but need not) adopt a more
restrictive standard of conduct with respect to the indemnification of any
employee or agent of the Corporation.

SECTION 9.8 INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, officer, employee or agent
of the Corporation, or who is or was otherwise serving on behalf or at the
request of the Corporation in any capacity against any claim, liability or
expense asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article Nine.

SECTION 9.9 CERTAIN DEFINITIONS. For the purposes of this Article Nine:

         1. Service in Representative Capacity. Any Director or officer of
the Corporation who shall serve as a director, officer or employee of any
other corporation, partnership, joint venture, trust or other enterprise of
which the Corporation, directly or indirectly, is or was the owner of 20% or
more of either the outstanding equity interests or the outstanding voting
stock (or comparable interests), shall be deemed to be so serving at the
request of the Corporation, unless the Board of Directors shall determine
otherwise. In all other instances where any person shall serve as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise of which the Corporation is or was
a stockholder or creditor, or in which it is or was otherwise interested, if
it is not otherwise established that such person is or was serving as a
director, officer, employee or agent at the request of the Corporation, the
Board of


                                     17

<PAGE>
<PAGE>

Directors may determine whether such service is or was at the request of the
Corporation, and it shall not be necessary to show any actual or prior
request for such service.

         2. Predecessor Corporations. References to a corporation include
all constituent corporations absorbed in a consolidation or merger as well
as the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of a constituent corporation or is or
was serving at the request of a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under
the provisions of this Article Nine with respect to the resulting or
surviving corporation as he or she would if he or she had served the
resulting or surviving corporation in the same capacity.

         3. Service for Employee Benefit Plan. The term "other enterprise"
shall include, without limitation, employee benefit plans and voting or
taking action with respect to stock or other assets therein; the term
"serving at the request of the Corporation" shall include, without
limitation, any service as a director, officer, employee or agent of a
corporation which imposes duties on, or involves services by, a director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have satisfied any standard of care required by or pursuant to this
Article Nine in connection with such plan; the term "fines" shall include,
without limitation, any excise taxes assessed on a person with respect to an
employee benefit plan and shall also include any damages (including treble
damages) and any other civil penalties.

SECTION 9.10 SURVIVAL. Any indemnification rights provided pursuant to this
Article Nine shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Notwithstanding any other
provisions in these Bylaws or the Articles, any indemnification rights
arising under or granted pursuant to this Article Nine shall survive
amendment or repeal of this Article Nine with respect to any acts or
omissions occurring prior to the effective time of such amendment or repeal
and persons to whom such indemnification rights are given shall be entitled
to rely upon such indemnification rights with respect to such acts or
omissions as a binding contract with the Corporation.

SECTION 9.11 LIABILITY OF THE DIRECTORS. It is the intention of the
Corporation to limit the liability of the Directors of the Corporation, in
their capacity as such, whether to the Corporation, its shareholders or
otherwise, to the fullest extent permitted by law. Consequently, should the
GBCL or any other applicable law be amended or adopted hereafter so as to
permit the elimination or limitation of such liability, the liability of the
Directors of the Corporation shall be so eliminated or limited without the
need for amendment of these Bylaws.



                                     18

<PAGE>
<PAGE>

                                 ARTICLE TEN

                                 FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January
of each year.



                                     19