Amended and Restated
                                              Effective January 1, 1997


                           AMENDED AND RESTATED BYLAWS
                                       OF
                                FAC REALTY, INC.


                                    ARTICLE I

                                  Stockholders

         Section 1.        Meetings of Stockholders.

         (a) Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and the receiving of reports shall be
held at such date and time as shall be determined by the Board of Directors.
Upon due notice, there may also be considered and acted upon at an annual
meeting any matter which could properly be considered and acted upon at a
special meeting.

         (b) Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose may be held on any day when called at any time by
the holders of shares entitling them to exercise twenty percent (20%) of the
voting power of the Corporation entitled to vote at such a meeting, the Board of
Directors, the Chairman of the Board, the President or by a committee of the
Board of Directors which has been duly designated by the Board of Directors and
whose powers and authority, as provided in a resolution of the Board of
Directors, include the power to call such meetings, but special meetings may not
be called by any other person or persons.

         (c) Place of Meetings. Any meeting of the stockholders may be held at
such place within or without the State of Delaware as may be determined by the
Board of Directors and stated in the notice of said meeting, provided that if
the Board of Directors does not designate a location, such meeting shall be held
at the executive office of the Corporation in Cary, North Carolina.

         (d)      Notice of Meeting and Waiver of Notice.

                  (1) Notice. Written notice of the place, date and hour of
         every meeting of the stockholders, whether annual or special, shall be
         given to each stockholder of record entitled to vote at the meeting not
         less than 10 nor more than 60 days before the date of the meeting.
         Every notice of a special meeting shall state the purpose or purposes






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         thereof. Such notice shall be given in writing to each stockholder
         entitled thereto by mail, addressed to the stockholder at his address
         as it appears on the records of the Corporation. Notice shall be deemed
         to have been given at the time when it was deposited in the mail.

                  (2) Record Holder of Shares. The Corporation shall be entitled
         to recognize the exclusive right of a person registered on its books as
         the owner of shares to receive dividends and to vote as such owner, and
         to hold liable for calls and assessments a person registered on its
         books as the owner of shares, and shall not be bound to recognize any
         equitable or other claims to or interests in such share or shares on
         the part of any other person, whether or not the Corporation shall have
         express or other notice thereof, except as otherwise provided by the
         laws of Delaware.

                  (3) Waiver. Whenever any written notice is required to be
         given under the provisions of the Certificate of Incorporation, these
         Bylaws, or by statute, a waiver thereof in writing, signed by the
         person or persons entitled to such notice, whether before or after the
         time stated therein, shall be deemed equivalent to the giving of such
         notice. Neither the business to be transacted at nor the purpose of any
         meeting of the stockholders need be specified in any written waiver of
         notice of such meeting. Attendance of a person, either in person or by
         proxy, at any meeting, shall constitute a waiver of notice of such
         meeting, except where a person attends a meeting for the express
         purpose of objecting to the transaction of any business because the
         meeting was not lawfully called or convened.

         (e) Quorum, Manner of Acting and Adjournment. The holders of record of
shares entitled to cast a majority of the votes entitled to vote at any meeting,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business thereat, except as otherwise provided by statute, by the
Certificate of Incorporation, or by these Bylaws. Whether or not a quorum is
present, the holders of shares entitled to cast a majority of the votes present
in person or represented by proxy at the meeting shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At any such 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
noticed. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. When a quorum is present at any meeting, the vote of a
majority of the votes entitled to be cast by the holders of all issued and
outstanding shares present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of the applicable statute or the Certificate of Incorporation
or these Bylaws, a different vote is required, in which case such express
provision shall govern. Except upon those questions governed by the aforesaid
express provisions, the stockholders present in person or by proxy at a meeting
at which a quorum is at any time present or represented shall have the power to
continue to do business until adjournment, notwithstanding a subsequent
reduction in the number of shares present or represented to leave less than
would constitute a quorum.



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         (f)      Organization of Meetings.

                  (1) Presiding Officer. Any "executive officer" of the
         Corporation, as that term is defined in section 3(f) of Article IV of
         these Bylaws, may call meetings of the stockholders to order and act as
         chairman thereof.

                  (2) Minutes. The Secretary of the Corporation, or, in his
         absence or by his designation, an Assistant Secretary, or, in the
         absence of both, a person appointed by the chairman of the meeting,
         which person need not be an officer of the Corporation, shall act as
         secretary of the meeting and shall make and keep a record of the
         proceedings thereat.

                  (3) Stockholders' List. The officer who has charge of the
         stock ledger of the Corporation shall prepare and make, at least 10
         days before every meeting of stockholders, a complete list of the
         stockholders entitled to vote at the meeting. The list shall be
         arranged in alphabetical order showing the address of each stockholder
         and the number of shares registered in the name of each stockholder.
         Such list shall be open to the examination of any stockholder for any
         purpose germane to the meeting, during ordinary business hours, for a
         period of at least 10 days prior to the meeting either at a place
         within the city where the meeting is to be held, which place shall be
         specified in the notice of the meeting, or, if not so specified, at the
         place where the meeting is to be held. The list shall also be produced
         and kept at the time and place of the meeting during the whole time
         thereof, and may be inspected by any stockholder who is present.

                  (4)      Voting Procedures and Inspectors of Elections.

                           (A) The Board of Directors shall, in advance of any
                  meeting of stockholders, appoint one or more inspectors to act
                  at the meeting and make a written report thereof. The Board of
                  Directors may designate one or more persons as alternate
                  inspectors to replace any inspector who fails to act at such
                  meeting. If no inspector or alternate is able to act at a
                  meeting of stockholders, the chairman of the meeting shall
                  appoint one or more inspectors to act at the meeting. Each
                  inspector, before entering upon the discharge of his duties,
                  shall take and sign an oath faithfully to execute the duties
                  of inspector with strict impartiality and according to the
                  best of his ability.

                           (B) The inspectors shall (i) determine those
                  stockholders entitled to vote at the meeting, (ii) ascertain
                  the number of shares outstanding and the voting power of each,
                  (iii) determine the shares represented at a meeting and the
                  validity of proxies and ballots, (iv) count all votes and
                  ballots, (v) determine and retain for a reasonable period a
                  record of the disposition of any challenges made to any
                  determination by the inspectors, and (vi) certify their
                  determination of the number of shares represented at the
                  meeting and their count of all votes and ballots. The
                  inspectors may appoint or retain other persons or entities to
                  assist the inspectors in the performance of the duties of the
                  inspectors.




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                           (C) The date and time of the opening and the closing
                  of the polls for each matter upon which the stockholders will
                  vote at a meeting shall be announced at the meeting. No
                  ballot, proxies or votes, nor any revocations thereof or
                  changes thereto, shall be accepted by the inspectors after the
                  closing of the polls unless the Court of Chancery of the State
                  of Delaware upon application by a stockholder shall determine
                  otherwise.

                           (D) In determining the validity and counting of
                  proxies and ballots, the inspectors shall be limited to an
                  examination of the proxies, any envelopes submitted with those
                  proxies, any information provided in accordance with Section
                  212 (c) (2) of the General Corporation Law of the State of
                  Delaware, ballots and the regular books and records of the
                  Corporation, except that the inspector may consider other
                  reliable information for the limited purpose of reconciling
                  proxies and ballots submitted by or on behalf of banks,
                  brokers, their nominees or similar persons which represent
                  more votes than the holder of proxy is authorized by the
                  record owner to cast or more votes than the stockholder holds
                  of record. If the inspectors consider other reliable
                  information for the limited purpose permitted herein, the
                  inspectors at the time they make their certification pursuant
                  to clause (B) (vi) of this subsection 1(f) (4) shall specify
                  the precise information considered by them, including the
                  person or persons from whom they obtained the information,
                  when the information was obtained, the means by which the
                  information was obtained and the basis for the inspectors'
                  belief that such information is accurate and reliable.

                           (E) The provisions of subsections 1(f) (4) (A)
                  through (D) of this Article I shall not apply at any time that
                  the Corporation does not have a class of voting stock that is
                  (i) listed on a national securities exchange, (ii) authorized
                  for quotation on an interdealer quotation system, or (iii)
                  held of record by more than 2,000 stockholders.

                  (5) Order of Business. Unless otherwise determined by the
         Board of Directors prior to the meeting, the chairman of any meeting of
         stockholders shall determine the order of business and shall have the
         authority in his discretion to regulate the conduct of any such
         meeting, including, without limitation, by imposing restrictions on the
         persons (other than stockholders of the Corporation or their duly
         appointed proxies) who may attend any such meeting of stockholders,
         whether any stockholder or his proxy may be excluded from any
         stockholders' meeting based upon any determination by the chairman of
         the meeting, in his sole discretion, that any such person has unduly
         disrupted or is likely to disrupt the proceedings thereat, and the
         circumstances in which any person may make a statement or ask questions
         at any meeting of stockholders.

         (g) Voting. Except as otherwise provided by statute or the Certificate
of Incorporation, every stockholder entitled to vote shall be entitled to cast
the vote per share to which such share is entitled, in person or by proxy, on
each proposal submitted to the meeting for each share held of record by him on
the record date for the determination of the stockholders



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entitled to vote at the meeting. At any meeting at which a quorum is present,
all questions and business which may come before the meeting shall be determined
by a majority of votes cast, except when a greater proportion is required by
law, the Certificate of Incorporation, or these Bylaws.

         (h) Proxies. A person who is entitled to attend a meeting of
stockholders, to vote thereat, and execute consents, waivers and releases, may
be represented at such meeting or vote thereat, and execute consents, waivers
and releases and exercise any of his rights by proxy or proxies appointed by a
legally sufficient writing signed by such person, or by his duly authorized
attorney, as provided by the laws of the State of Delaware.

         Section 2.        Determination of Stockholders of Record.

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 or less than 10 days before the date of such meeting, or
more than 60 days prior to any other action

         If no record date is fixed:

                  (1) The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders or entitled to
         receive payment of any dividend or other distribution or allotment of
         any rights, or entitled to exercise any rights in respect of any
         change, conversion or exchange of stock or for the purpose of any other
         lawful action shall be at the close of business on the day next
         preceding the day on which notice is given.

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


                                   ARTICLE II

                                    Directors
         Section 1.        General Powers.

                  The business and affairs, power and authority of the
Corporation shall be exercised, conducted and controlled by the Board of
Directors, except where the law, the Certificate of Incorporation, or these
Bylaws require any power or action to be authorized or taken by the
stockholders. In addition to the powers and authorities expressly conferred by
these



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Bylaws, the Board of Directors may do all such lawful things and acts as are not
by statute, the Certificate of Incorporation or these Bylaws directed or
required to be done by the stockholders.

         Section 2.        Number, Nomination and Election of Directors.

         (a) Number. The Board of Directors from time to time shall consist of
not less than three nor more than fifteen members. The initial Board of
Directors shall consist of seven members. The Board of Directors may increase or
decrease the number of the members of the Board of Directors within the
limitations set forth above. No reduction in the number of directors shall of
itself have the effect of shortening the term of any incumbent director.

         (b) Election. The directors shall be elected at the annual meeting of
stockholders, or if not so elected, at a special meeting of stockholders called
for that purpose. At any meeting of stockholders at which directors are to be
elected (an "Election Meeting") , only persons nominated as candidates shall be
eligible for election, and the candidates receiving the greatest number of votes
entitled to be cast shall be elected.

         (c)      Nominations.

                  (1) Qualification. Directors of the Corporation need not be
         stockholders or residents of Delaware. No person shall be appointed or
         elected a director of the Corporation unless:

                           (A) such person is elected to fill a vacancy in the
                  Board of Directors pursuant to section 3(d) of this Article
                  II; or

                           (B) such person is nominated for election as a
                  director of the Corporation in accordance with this section.

                  (2) Eligibility to Make Nominations. Nominations of candidates
         for election as directors at any Election Meeting may be made by the
         Board of Directors or a committee thereof.

                  (3) Procedure for Nominations. Nominations shall be made not
         fewer than 30 days prior to the date of an Election Meeting. At the
         request of the Secretary or, in his absence, an Assistant Secretary,
         each proposed nominee shall provide the Corporation with such
         information concerning himself as is required under the rules of the
         Securities and Exchange Commission (the "Commission") to be included in
         the Corporation's proxy statement soliciting proxies for the election
         of such nominee as a director.

                  (4) Substitution of Nominees. In the event that a person is
         validly designated as a nominee in accordance with these Bylaws and
         shall thereafter become unable or unwilling to stand for election to
         the Board of Directors, the Board of Directors or a committee thereof
         may designate a substitute nominee upon delivery, not fewer than five
         days prier to the date of an Election Meeting, of a written notice to
         the Secretary setting



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         forth such information regarding such substitute nominee as would have
         been required to be delivered to the Secretary pursuant to these Bylaws
         had such substitute nominee been initially proposed as a nominee. Such
         notice shall include a signed consent to serve as a director of the
         Corporation, if elected, of each such substitute nominee.

                  (5) Compliance with Procedures. If the chairman of the
         Election Meeting determines that a nomination of any candidate for
         election as a director was not made in accordance with the applicable
         provisions of these Bylaws he shall so declare to the meeting and such
         nomination shall be void.

         (d) Chairman of the Board of Directors. The Chairman, if any is
elected, shall, subject to the to the provisions of these Bylaws, preside at all
meetings of the stockholders, of the Board of Directors and of the Executive
Committee.

         Section 3.  Term of Office of Directors.

         (a) Term. Each director shall hold office until the annual meeting next
succeeding his election and until his successor is elected and qualified, or
until his earlier resignation, removal from office or death.

         (b) Removal. Any director or the entire Board of Directors may be
removed with or without cause, by a vote of a majority of the votes entitled to
be cast at any meeting of stockholders properly called for that purpose.

         (c) Resignation. Any director of the Corporation may resign at any time
by giving written notice to the Chairman or to the President or the Secretary of
the Corporation. A resignation from the Board of Directors shall be deemed to
take effect immediately or at such other time as the director may specify.

         (d) Vacancy. If there shall be any vacancy in the Board of Directors
for any reason, including, but not limited to, death, resignation or as provided
by law, the Certificate of Incorporation or these Bylaws (including any increase
in the authorized number of directors), the remaining directors Shall constitute
the Board of Directors until such vacancy is filled. The remaining directors may
fill any vacancy in the Board of Directors for the unexpired term.

         Section 4.        Meetings of Directors.

         (a) Meetings. Meetings of the Board of Directors may be held at any
time upon call by the Chairman or by the President or by any two directors.
Unless otherwise indicated in the notice thereof, any business may be transacted
at any such meeting.

         (b) Place of Meeting. Any meeting of directors may be held at such
place within or without the State of Delaware as may be designated in the notice
of said meeting.





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         (c) Notice of Meeting and Waiver of Notice. No notice of regular
meetings of the Board of Directors need be given. Special meetings of the Board
of Directors may be called by the Chairman, or by the President on notice to
each director, given either in person or by mail, telephone, telegram, telex or
similar medium of communication; special meetings shall be called on like notice
by the Chairman, the President or the Secretary, on the written request of two
directors. At least 24 hours notice of special meetings shall be given to each
director.

         Section 5.        Quorum and Voting.

         Except as otherwise provided in the Certificate of Incorporation, at
any meeting of directors, not less than one-half (1/2) of the directors then in
office (or, in the event that the directors then in office are an uneven number,
the nearest full number of directors less than one-half (1/2) of such number) is
necessary to constitute a quorum for such meeting, except that any meeting duly
called, whether a quorum is present or otherwise, may, by vote of a majority of
the directors present, be adjourned from time to time. At any meeting at which a
quorum is present, all acts, questions and business which may come before the
meeting shall be determined by a majority of votes cast by the directors present
at such meeting, unless the vote of a greater number is required by statute, the
Certificate of Incorporation or these Bylaws.

         Section 6.        Action of Board of Directors Without a Meeting.

         Any action which may be authorized or taken at a meeting of the Board
of Directors may be authorized or taken without a meeting if approved and
authorized by a writing or writings, signed by all of the directors, which are
filed with the minutes of proceedings of the Board of Directors.

         Section 7.        Compensation.

         The Board of Directors is authorized to fix a reasonable salary for
directors or a reasonable fee for attendance at any meeting of the Board of
Directors, the Executive or Audit Committee, or other committees appointed by
the Board of Directors, or any combination of salary and attendance fee. In
addition, directors may be reimbursed for any expenses incurred by them in
traveling to and from such meetings.

         Section 8.        Committees.

         (a) Appointment. The Board of Directors, by resolution passed by a
majority of the whole Board of Directors, may, from time to time, appoint one or
more of its members to act as a committee of the Board of Directors. A committee
shall have and exercise the powers of the Board of Directors in the direction of
the management of the business and affairs of the Corporation to the extent
provided in the resolution appointing such committee. Each committee shall have
such name as may be determined by the Board of Directors. A committee shall keep
minutes of its proceedings and shall report its proceedings to the Board of
Directors when



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required or when requested by a director to do so. Each such committee and each
member thereof shall serve at the pleasure of the Board of Directors. Vacancies
occurring in any such committee may be filled by the Board of Directors.

         (b) Executive Committee. In particular, the Board of Directors may
create from its membership an Executive Committee, the members of which shall
hold office during the pleasure of the Board of Directors, and may be removed at
any time, with or without cause, by action thereof. During the intervals between
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise all of the powers and authority of the Board of Directors in the
management and control of the business and affairs of the Corporation to the
extent permitted by law. All action taken by the Executive Committee shall be
reported to the Board of Directors. Each of the Chairman and the President shall
be a member of the Executive Committee, unless such person is not a director or
shall decline in writing.

         (c) Committee Action. Unless otherwise provided by the Board of
Directors, a majority of the members of any committee appointed by the Board of
Directors pursuant to this section shall constitute a quorum at any meeting
thereof, and the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Action may also be taken
by any such committee without a meeting by a writing or writings, signed by all
of its members, which is filed with the minutes of proceedings of the committee.
Any such committee shall appoint one of its own number as chairman (provided
that the Chairman or the President, if the Chairman declines or is not a member
of the Executive Committee, shall be the chairman of any Executive Committee),
who shall preside at all meetings and may appoint a Secretary (who need not be a
member of the committee) who shall hold office during the pleasure of such
committee. Meetings of any such committee may be held without notice of the
time, place or purposes thereof and may be held at such times and places within
or without the State of Delaware, as the committee may from time to time
determine, at the call of the chairman of the committee or any two members
thereof. Any such committee may prescribe such other rules as it shall determine
for calling and holding meetings and its method of procedure, subject to any
rules prescribed by the Board of Directors.

         Section 9.        Conference Telephone Meetings.

         One or more directors may participate in a meeting of the Board, or of
a committee of the Board of Directors, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.


                                   ARTICLE III

                      Transactions With Certain Affiliates

                  Following the sale of shares of Common Stock, $0.01 par value
per share, of the Corporation, pursuant to the Corporation's first effective
registration statement for such Common



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Stock filed under the Securities Act of 1933, as amended (the "Securities Act"),
the Corporation shall not, nor shall it permit its subsidiaries to, (i) lend
money to, or borrow money from, any employee of the Corporation or any
"affiliate" (as defined in Rule 405 under the Securities Act) of any entity
which now or hereafter is part of the North-South Group, including, without
limitation, North-South Management Corporation, a North Carolina corporation,
Carolina & Associates-I (Smithfield) , an Ohio general partnership, Carolina &
Associates-II (Valdosta) , an Ohio general partnership, Carolina &
Associates-III (Georgetown) , an Ohio general partnership, Tri-Cities Partners,
a North Carolina general partnership, Music Valley Partners Limited Partnership,
a North Carolina limited partnership, and Carolina Pottery Retail Group, Inc., a
North Carolina corporation, or (ii) enter into any transactions or agreement
with any such affiliate, unless such transaction or agreement is approved by a
majority of the Directors of the Corporation who are "Independent Directors" (as
defined in the Corporation's Certificate of Incorporation)


                                   ARTICLE IV

                                    Officers

         Section 1.        General Provisions.

         The Board of Directors at such time as it determines may elect such
executive officers, as defined in section 3(f) of this Article IV, as the Board
of Directors deems necessary. The Board of Directors may assign such additional
titles to one or more of the officers as they shall deem appropriate. Any two or
more executive offices may be held by the same person. Other officers may be
appointed in the manner provided for in these Bylaws. The election or
appointment of an officer for a given term, or a general provision in the
Certificate of Incorporation or in these Bylaws with respect to term of office,
shall not be deemed to create any contract rights.

         Section 2.        Term of Office, Removal, and Vacancies.

         (a) Term. Each officer of the Corporation shall hold office during the
pleasure of the Board of Directors and until his successor is elected and
qualified, unless he sooner dies or resigns or is removed.

         (b) Removal. Subject to the terms of any agreement relating to the
employment or service of any officer of the Corporation, the Board of Directors
by a vote of two-thirds of the members present at a meeting at which a quorum is
present may remove any executive officer at any time, with or without cause, and
the Board of Directors by a vote of a majority of its members present at a
meeting at which a quorum is present may remove any other officer at any time,
with or without cause.

         (c) Vacancies. Any vacancy in any executive office may be filled by the
Board of Directors.



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         Section 3.        Powers and Duties.

         (a) In General. Subject to the specific provisions of these Bylaws, all
officers, as between themselves and the Corporation, shall respectively have
such authority and perform such duties as are customarily incident to their
respective offices, and as may be specified from time to time by the Board of
Directors, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any officer of the Corporation, or
for any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate from time to time the powers or duties of such officer,
or any of them, to any other officer or to any Director.

         (b) President. The President shall, in the absence of the Chairman or
upon the determination of the Board of Directors, preside at all meetings of the
stockholders. The President shall be the chief executive officer of the
Corporation and shall have general supervision over its property, business and
affairs, and shall perform all the duties usually incident to such office,
subject to the direction of the Board of Directors. He may execute all
authorized deeds, mortgages, bonds, contracts and other obligations in the name
of the Corporation and, subject to the provisions of these Bylaws, shall have
such other powers and duties as may be prescribed by the Board of Directors.

         (c) Vice Presidents. The Vice Presidents shall have such powers, duties
and titles as may be prescribed by the Board of Directors or as may be delegated
by the President.

         (d) Secretary. The Secretary shall attend and shall keep the minutes of
all meetings of the stockholders and the Board of Directors (and perform similar
duties for the committees of the Board of Directors when required) . He shall
keep such books as may be required by the Board of Directors, shall have charge
of the seal, if any, of the Corporation and shall be permitted, subject to the
provisions of these Bylaws, to give notices of stockholders' and directors'
meetings required by law or by these Bylaws, or otherwise, and have such other
powers and duties as may be prescribed by the Board of Directors.

         (e) Treasurer. The Treasurer shall receive and have charge of all
money, bills, notes, bonds, stock in other corporations and similar property
belonging to the Corporation, and shall do with the same as shall be ordered by
the Board of Directors. He shall disburse the funds and pledge the credit of the
Corporation as may be directed by the Board of Directors. He shall keep accurate
financial accounts and hold the same open for inspection and examination by the
directors. On the expiration of his term of office, he shall turn over to his
successors, or the Board of Directors, all property, books, papers and money of
the Corporation in his hands, and shall possess such other powers and duties as
may be prescribed by the Board of Directors.

         (f) Executive Officers. The officers referred to in subparagraphs (b),
(c), (d) and (e) of this section, and such other officers as the Board of
Directors may by resolution identify as such shall be executive officers of the
Corporation and may be referred to as such.





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         (g) Other Officers. The Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, if any, and any other subordinate officers
shall be appointed and removed by the President or the Board of Directors at
whose pleasure each shall serve and shall have such powers and duties as they
may prescribe.

         Section 4.                 Compensation.

         The Board of Directors is authorized to determine or to provide the
method of determining the compensation of all officers.

         Section 5.                 Bonds.

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


                                    ARTICLE V

                         Securities Held by Corporation

         Section 1.            Transfer of Securities owned by the Corporation.

         All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the Corporation
shall be executed for and in the name of the Corporation by the President or by
any Vice President, or by the Secretary or Treasurer or by any additional person
or Persons as may be thereunto authorized by the Board of Directors.

         Section 2.                 Voting Securities Held by the Corporation.

         The President, any Vice President, or the Secretary or Treasurer, in
person or by another person thereunto authorized by the Board of Directors, in
person or by proxy or proxies appointed by him, shall have full power and
authority on behalf of the Corporation to vote, act and execute consents,
waivers and releases with respect to any securities issued by other corporations
which the Corporation may own.


                                   ARTICLE VI

                               Share Certificates





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         Section 1.                 Transfer and Registration of Certificates.

         The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Certificate of Incorporation or
these Bylaws, as it deems expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby.

         Section 2.                 Certificates for Shares.

         Each holder of shares is entitled to one or more certificates for
shares of the Corporation in such form not inconsistent with law and the
Certificate of Incorporation as shall be approved by the Board of Directors.
Each such certificate shall be signed by the President and any Vice President,
and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant
Treasurer of the Corporation, which certificate shall certify the number and
class of shares held by such stockholder in the Corporation, but no certificates
for shares shall be executed or delivered until such shares are fully paid. Any
or all of the signatures upon such certificate may be a facsimile, engraved or
printed. In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon, any share certificate shall have
ceased to be such officer, transfer agent or registrar, before the certificate
is issued, it may be issued with the same effect as if he were such officer,
transfer agent or registrar at the date of its issue.

         Section 3.   Transfer Agents Registrars and Dividend Disbursing Agents.

         The Board of Directors may from time to time by resolution appoint one
or more incorporated transfer agents and registrars (which may or may not be the
same corporation) for the shares of the Corporation, and the Board of Directors
from time to time by resolutions may appoint a dividend disbursing agent to
disburse any and all dividends authorized by the Board of Directors payable upon
the shares of the Corporation.

         Section 4.                 Transfers.

         Subject to restrictions on the transfer of stock, upon surrender to the
Corporation or the duly appointed transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. No transfer shall
be made which would be inconsistent with the provisions of Article 8, Title 6 of
the Delaware Uniform Commercial Code- Investment Securities.

         Section 5.                 Lost, Stolen or Destroyed Certificates.

         The Corporation may issue a new certificate for shares in place of any
certificate or certificates heretofore issued by the Corporation alleged to have
been lost, stolen or destroyed upon the making of an affidavit of that fact by
the person claiming the certificate of stock to have been lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,



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the Board of Directors or any duly authorized executive officer may, in its or
his discretion, and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representatives, to attest the same in such manner as it shall require and
to indemnify the Corporation, its directors, officers, employees, agents and
representatives, and in connection therewith to give the Corporation a bond in
such sum and containing such terms as the Board of Directors or such executive
officer may direct, against any claim that may be made against the Corporation
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed or the issuance of the new certificate.

         Section 6.                 Protection of the Corporation.

         The Corporation may treat a fiduciary as having capacity and authority
to exercise all rights of ownership in respect of shares of record in the name
of the decedent holder, person, firm or corporation in conservation,
receivership or bankruptcy, minor, incompetent person, or person under
disability, as the case may be, for whom he is acting, or a fiduciary acting as
such, and the Corporation, its transfer agent and registrar, upon presentation
of evidence of appointment of such fiduciary shall be under no duty to inquire
as to the powers of such fiduciary and shall not be liable to any firm, person
or corporation for loss caused by any act done or omitted to be done by the
Corporation or its transfer agent or registrar in reliance thereon.


                                   ARTICLE VII

                     Indemnification of Directors, Officers
                      and Other Authorized Representatives

    Section 1.  Indemnification of Authorized Representatives in Third Party
                Proceedings.

         The Corporation shall indemnify any person who was or is an "authorized
representative" of the Corporation (which shall mean for purposes of this
Article a director or officer of the Corporation, or a person serving at the
request of the Corporation as a director, officer, employee, agent or trustee,
of another corporation, partnership, joint venture, trust or other enterprise,
including employee benefit plans) and who was or is a "party" (which shall
include, for purposes of this Article, the giving of testimony or similar
involvement) or is threatened to be made a party to any "third party proceeding"
(which shall mean for purposes of this Article any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administra tive,
or investigative, other than an action by or in the right of the Corporation) by
reason of the fact that such person was or is an authorized representative of
the Corporation, from and against expenses (which shall include, for purposes of
this Article, attorneys' fees) , judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such third party proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal third party proceedings (which
could or does lead to a criminal third party proceeding) had no reasonable cause
to believe such conduct was unlawful. The



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termination of any third party proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the authorized representative did not act in
good faith and in a manner which such person reasonably believed to be in, or
not opposed to, the best interests of the Corporation, and, with respect to any
criminal third party proceeding, had reasonable cause to believe that such
conduct was unlawful.

         Section 2.     Indemnification of Authorized Representatives in
                        Corporate Proceedings.

         The Corporation shall indemnify any person who was or is an authorized
representative of the Corporation and who was or is a party or is threatened to
be made a party to any "corporate proceeding" (which shall mean, for purposes of
this Article, any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor or investigative
proceeding by the Corporation) by reason of the fact that such person was or is
an authorized representative of the Corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of such corporate proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such corporate proceeding was pending shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         Section 3.     Mandatory Indemnification of Authorized Representatives.

         To the extent that an authorized representative of the Corporation has
been successful on the merits or otherwise in defense of any third party or
corporate proceedings or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses actually and reasonably incurred by
such person in connection therewith.

         Section 4.            Determination of Entitlement to Indemnification.

         Any indemnification under section 1, 2 or 3 of this Article VII (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the authorized
representative is proper in the circumstances because such person has either met
the applicable standard of conduct set forth in section 1 or 2 or has been
successful on the merits or otherwise as set forth in section 3 and that the
amount requested has been actually and reasonably incurred. Such determination
shall be made:

         (1) by the Board of Directors by a majority of a quorum consisting of
directors who were not parties to such third party or corporate proceedings; or




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         (2) if such a quorum is not obtainable, or, even if obtainable, a
majority vote of such a quorum so directs, by independent legal counsel in a
written opinion; or

         (3) by the stockholders.

         Section 5.                 Advancing Expenses.

         Expenses actually and reasonably incurred in defending a third party or
corporate proceeding shall be paid on behalf of an authorized representative by
the Corporation in advance of the final disposition of such third party or
corporate proceeding upon receipt of an undertaking by or on behalf of the
authorized representative to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VII.

         Section 6.                 Employee Benefit Plans.

         For purposes of this Article, the Corporation shall be deemed to have
requested an authorized representative to serve an employee benefit plan where
the performance by such person of duties to the Corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants
or beneficiaries of the plan; excise taxes assessed on an authorized
representative with respect to an employee benefit plan pursuant to applicable
law shall be deemed "fines"; and action taken or omitted by such person with
respect to an employee benefit plan in the performance of duties for a purpose
reasonably believed to be in the interest of the participants and beneficiaries
of the plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Corporation.

         Section 7.                 Scope of Article.

         The indemnification of and the advancement of expenses to authorized
representatives, provided by, or granted pursuant to, this Article, shall (1)
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in an official capacity and as to action in other capacities, (2)
continue as to a person who has ceased to be an authorized representative, and
(3) inure to the benefit of the heirs, personal representatives, executors, and
administrators of such person.

         Section 8.                 Reliance on Provisions.

         Each person who shall act as an authorized representative of the
Corporation shall be deemed to be doing so in reliance upon rights of
indemnification provided by this Article VII.

         Section 9.                 Insurance.

         The Corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, trustee or
agent of or for the Corporation,



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or is or was serving at the request or with the prior approval of the
Corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
employee benefit plans), against any liability asserted against him and incurred
by him in any capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of these Bylaws.


                                  ARTICLE VIII

                                     General

         Section 1.                 Contracts, Checks, Etc.

         All contracts, agreements, checks, drafts, notes, bonds, bills of
exchange and orders for the payment of money shall be signed or endorsed by the
persons whom the Board of Directors prescribes therefor.

         Section 2.                 Fiscal Year.

         The fiscal year of the Corporation shall commence on January 1 of each
year and end on December 31 of the following year, unless otherwise determined
by the Board of Directors.

         Section 3.                 Form of Notices.

         Whenever notice is required to be given to any director or officer or
stockholder, such notice may be given either in person or by mail, telephone or
telegram, facsimile transmission, telex or similar medium of communication,
except as expressly provided otherwise in these Bylaws. Except as provided in
Article II, Section 4(c), if mailed, the notice will be deemed given when
deposited in the United States mail, postage prepaid, addressed to the
stockholder, officer or director at such address as appears on the books of the
Corporation. If given in person or by telephone, notice will be deemed given
when communicated. If given by telegram, facsimile transmission, telex or
similar medium of communication, notice will be deemed given when properly
dispatched.

         Section 4.                 Seal.

         The Corporation may, but shall not be required to, have a corporate
seal, which shall have inscribed thereon the name of the Corporation, the year
of its organization and the words "Corporate Seal, Delaware." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The Secretary shall have custody of the corporate seal
of the Corporation and shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the Secretary's
signature. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.



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         Section 5.            Consistency With Certificate of Incorporation.

         If any provision of these Bylaws shall be inconsistent with the
Corporation's Certificate of Incorporation (and as it may be amended from time
to time), the Certificate of Incorporation (as so amended at the time) shall
govern.


                                   ARTICLE IX

                                   Amendments

         Except as otherwise provided in the Certificate of Incorporation, these
Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the
affirmative vote of the directors of the Corporation or by the affirmative vote
of the holders of a majority of the shares of the Corporation entitled to vote
in the election of directors, voting as one class at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting.




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