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                                                                     Exhibit 3.2



           AMENDED AND RESTATED BY-LAWS OF NATIONAL AUTO CREDIT, INC.


              Incorporated Under the Laws of the State of Delaware



                                   ARTICLE I.

                                     OFFICES

                  Section 1. REGISTERED OFFICE. The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

                  Section 2. OTHER OFFICES. The corporation may also have
offices at such other places both within and without the State of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II.

                           FISCAL YEAR - STOCKHOLDERS

                  Section 1. FISCAL YEAR. The first fiscal year of the
corporation shall end January 31, 1996 and thereafter commence on the first day
of February each year and end on the last day of January unless changed from
time to time by action of the board of directors.

                  Section 2. ANNUAL MEETING. The annual meeting of the
stockholders for the election of directors and for the transaction of any other
proper business, shall be held at such date and time during the first eight
months of each calendar year as shall be determined by the board of directors.
If no earlier date is determined by the board of directors, the annual meeting
shall be held on the fourth Tuesday in August of each year, if not a legal
holiday under the laws of the State where such meeting is to be held and if a
legal holiday under the laws of such State, then on the next succeeding business
day not a legal holiday under the laws of such State.

                  Section 3. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise provided by statute
or by the Certificate of Incorporation, may be called at any time by the
chairman of the board, or the president, or any vice president, or secretary,
and shall be
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called by the president or secretary at the request in writing of a majority of
the directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Any such request shall state the purpose or purposes of the
proposed meeting.

                  Section 4. PLACE OF MEETINGS. All meetings of the stockholders
for the election of directors shall be held at such place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of such meeting.

                  Section 5. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Written
notice of the annual meeting or a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than fifty (50) days before the date of the meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice. When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days or if 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. Section

                  6. STOCKHOLDERS' LIST. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to



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the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

                  Section 7. QUORUM AND ADJOURNMENTS. At such meeting of the
stockholders, except as otherwise provided by statute or by the Certificate of
Incorporation, the holders of a majority of the issued and outstanding shares of
each class of stock entitled to vote thereat, present in person or represented
by proxy, shall be necessary and sufficient to constitute a quorum for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have 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.

                  Section 8. VOTING. When a quorum is present or represented at
any meeting, the vote of the holders of a majority of the shares of stock having
voting power 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 statutes or of the Certificate of Incorporation or of these
By-Laws a different vote is required, in which case such express provision shall
govern and control the decision of such question.

                  Section 9. PROXIES. At each meeting of the stockholders, each
stockholder shall, unless otherwise provided by the Certificate of
Incorporation, be entitled to one vote in person or by proxy for each share of
stock held which has voting power upon the matter in question, but no proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period.

Section 10. PROCEDURES FOR ACTION BY WRITTEN CONSENT.



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         10.1 REQUEST FOR RECORD DATE. (a) The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the board or as otherwise established under this
Section 10.1 Any person seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice
addressed to the Secretary and delivered to the Corporation and signed by a
stockholder of record, request that a record date be fixed for such purpose. The
written notice shall contain at a minimum the information set forth in Section
10.1(b). Following receipt of the notice, the board shall have five (5) business
days to determine the validity of the request. Following the determination of
the validity of the request, the board may fix a record date for such purpose
which shall be no more then five (5) business days after the date upon which the
resolution fixing the record date is adopted by the board and shall not precede
the date such resolution is adopted. If the board fails within ten (10) business
days after the Corporation receives such notice to fix a record date for such
purpose, the record date shall be the day on which the first written consent is
delivered to the Corporation in the manner described in Section 10.3 below
unless prior action by the board is required under the General Corporation Law
of Delaware, in which event the record date shall be at the close of business on
the day on which the board adopts the resolution taking such prior action.

         (b) Any stockholder's notice required by this Section 10.1 shall
describe the action that the stockholder proposes to take by consent. For each
such proposal, the notice shall set forth (i) the text of the proposal
(including the text of any resolutions to be effected by consent and the
language of any proposed amendment to the bylaws of the Corporation), (ii) the
reasons for soliciting consents for the proposal, (iii) any material interest in
the proposal held by the stockholder and the beneficial owner, if any, on whose
behalf the action is to be taken, and (iv) any other information relating to the
stockholder, the beneficial owner, or the proposal that would be required to be
disclosed in filings in connection with the solicitation of proxies or consents
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
("Exchange Act") and the rules and regulations promulgated thereunder. To the
extent the



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proposed action by consent involves the election of directors, the notice shall
set forth as to each person whom the stockholder proposes to elect as a director
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation and employment of the person, (iii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by the person, and (iv) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies or
consents for the election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. In addition to the
foregoing, the notice shall set forth as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the notice is given (i) the
name and address of such stockholder and of such beneficial owner, as they
appear on the Corporation's books, (ii) the class and number of shares of
capital stock of the Corporation which are owned beneficially and of record by
such stockholder and such beneficial owner, as to the stockholder giving the
notice, (iii) a description of all arrangements or understandings between such
stockholder and any other person or persons regarding the proposed action by
consent, (iv) a representation whether the stockholder or the beneficial owner,
if any, intends or is part of a group which intends to (1) deliver a proxy
statement and/or consent solicitation statement to holders of at least the
percentage of the Corporation's outstanding capital stock required to effect the
action by consent either to solicit consents or to solicit proxies to execute
consents, and/or (2) otherwise solicit proxies or consents from stockholders in
support of the action to be taken by consent, and (v) any other information
relating to such stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies or consents relating to the proposed action by consent pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. The Corporation may require the stockholder of record and/or
beneficial owner requesting a record date for proposed stockholder action by
consent to furnish such other information as it may reasonably require to
determine the validity of the request for a record date.



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         10.2 FORM OF CONSENT. Every written consent purporting to take or
authorize the taking of corporate action and/or related revocations (each such
written consent and related revocation is referred to in this Section 10 as a
"Consent") shall bear the date of signature of each stockholder who signs the
Consent, and no Consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the earliest dated Consent delivered in the
manner required by this Section 10.2, Consents signed by a sufficient number of
stockholder to take such action are so delivered to the Corporation.

         10.3 DELIVERY OF CONSENT. A Consent shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware or its
principal place of business. Delivery shall be made by hand or by certified or
registered mail, return receipt requested. In the event of the delivery to the
Corporation of a Consent, the Secretary of the Corporation shall provide for the
safe-keeping of such Consent and shall promptly conduct such ministerial review
of the sufficiency of the Consents and of the validity of the action to be taken
by shareholder consent as the Secretary deems necessary or appropriate,
including, without limitation, whether the holders of a number of shares having
the requisite voting power to authorize or take the action specified in the
Consent have given consent; provided, however, that if the corporate action to
which the Consent relates is the removal or replacement of one or more members
of the board, the Secretary of the Corporation shall promptly designate two
persons, who shall not be members of the board, to serve as Inspectors with
respect to such Consent and such Inspectors shall discharge the functions of the
Secretary of the Corporation under this Section 10.3. If after such
investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid and that the action therein specified has
been validly authorized, that fact shall forthwith be certified on the records
of the Corporation kept for the purpose of recording the proceedings of meetings
of stockholders, and the Consent shall be filed in such records, at which time
the Consent shall become effective as stockholder action. In conducting the
investigation required by this Section 10.3, the Secretary or the Inspectors (as
the case may be) may, at the expense of the Corporation, retain special legal
counsel and any other necessary or appropriate professional advisors, and such
other personnel as



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they may deem necessary or appropriate to assist them, and shall be fully
protected in relying in good faith upon the opinion of such counsel or advisors.

         10.4 EFFECTIVENESS OF CONSENT. No action by written consent without a
meeting shall be effective until such date as the Secretary or the Inspectors,
as applicable, certify to the Corporation that the consents delivered to the
Corporation in accordance with Section 10.3 represent at least the minimum
number of votes that would be necessary to take the corporate action.

         10.5 CHALLENGE TO VALIDITY OF CONSENT. Nothing contained in this
Section 10 shall in any way be construed to suggest or imply that the board or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certificate by the Secretary or
the Inspectors, as applicable, or to take any other action (including, without
limitation, the commencement, prosecution, or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).


                                  ARTICLE III.

                               BOARD OF DIRECTORS

                  Section 1. NUMBER OF DIRECTORS. The number of directors
constituting the whole board shall be thirteen (13), and no vacancy shall be
deemed to exist in the board unless the number of directors in office falls
below that number. No decrease in the number of directors shall shorten the term
of any incumbent director. Directors may, but need not, be stockholders.

                  Section 2. ELECTION OF DIRECTORS. 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. Directors shall hold
office for a term of three years and shall be divided into three classes so that
approximately one-third of the



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board shall stand for election at each annual meeting of stockholders. At the
annual meeting of stockholders in 1996, and at each annual meeting thereafter,
approximately one-third of the membership of the board shall be elected for
three year terms. If the number of directors is changed, any increase or
decrease in directors shall be apportioned among the classes so as to maintain
all classes as nearly equal in number as possible and any individual director
elected to any class shall hold office for a term which shall coincide with the
term of such class. At any meeting of stockholders at which directors are to be
elected, only persons nominated as candidates shall be eligible for election,
and the candidates receiving the greatest number of votes shall be elected.
Nominations for the election of directors may be made by the board of directors.
Nominations for election of directors may also be made by any stockholder
entitled to vote for the election of directors, by notice in writing, delivered
or mailed, postage prepaid, to the secretary of the corporation not less than
fourteen nor more than fifty days prior to any meeting of the stockholders
called for the election of directors. Each such notice shall set forth the name,
age, business address, residence address and principal occupation or employment
of each nominee proposed in such notice, and the number of shares of stock of
the corporation which are beneficially owned by such nominee. The chairman of
the meeting at which directors are to be elected may, if the facts warrant,
determine that a nomination was not made in accordance with the foregoing
procedure and, if the chairman should so determine, the defective nomination
shall be disregarded.

                  Section 3. VACANCIES. A resignation from the board of
directors shall be deemed to take effect immediately or at such other time as
the director may specify. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office,
including those who have resigned, although less than a quorum, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the board for any reason may be filled by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, at any meeting of the board. A director elected to fill
a vacancy shall be elected to hold office until the expiration of the term of
the class to which he or she has



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been elected and until a successor shall be duly elected or qualified or until
his or her earlier death, resignation or removal.

                  Section 4. ANNUAL MEETING. After each annual election of
directors, on the same day the board of directors may meet for the purpose of
organization, the election of officers and the transaction of other business at
the place where the annual meeting of the stockholders for the election of
directors is held. Notice of such meeting need not be given. Such meeting may be
held at any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors or in a
consent and waiver of notice thereof signed by all the directors.

                  Section 5. REGULAR MEETINGS. Regular meetings of the board of
directors may be held at such places (within or without the State of Delaware)
and at such times as the board shall by resolution determine. If any day fixed
for a regular meeting shall be a legal holiday at the place where the meeting is
to be held, then the meeting which would otherwise be held on that day shall be
held at such place at the same hour and on the next succeeding business day not
a legal holiday. Notice of regular meetings need not be given.

                  Section 6. SPECIAL MEETINGS. Special meetings of the board of
directors shall be held whenever called by the president, or by any vice
president, or by any two of the directors. Notice of each such meeting shall be
mailed to each director, addressed to such director at his or her residence or
usual place of business, at least three (3) days before the day on which the
meeting is to be held, or shall be sent to such director by telegraph, cable or
wireless so addressed, or shall be delivered personally or by telephone, at
least 24 hours before the time the meeting is to be held. Each such notice shall
state the time and place (within or without the State of Delaware) of the
meeting but need not state the purposes thereof, except as otherwise provided by
statute or by these By-Laws. Notice of any meeting of the board need not be
given to any director who shall be present at such meeting; and any meeting of
the board shall be a legal meeting without any notice thereof having been given,
if all of the directors then in office shall be present thereat.



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                  Section 7. QUORUM. Except as otherwise provided by statute or
by these By-Laws, a majority of the total number of directors (or the closest
whole number thereto) shall be required to constitute a quorum for the
transaction of business at any meeting, and the affirmative vote of a majority
of the directors present at a meeting at which a quorum is present shall be
necessary for the adoption of any resolution or the taking of any other action.
In the absence of a quorum, the director or directors present may adjourn any
meeting from time to time until a quorum be had. Notice of any adjourned meeting
need not be given.

                  Section 8. Telephone Communications. Members of the board of
directors or any committee thereof may participate in a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this subsection shall constitute
presence in person at such meeting.

                  Section 9. ACTION OF DIRECTORS WITHOUT A MEETING. Any action
required or permitted to be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting if all members of the board
or of such committee, as the case may be, consent thereto in writing and such
written consent is filed with the minutes or proceedings of the board or such
committee.

                  Section 10. COMPENSATION. Directors, as such, shall not
receive any stated salary for their services, but by resolution of the board of
directors a fixed sum and expenses of attendance, if any, may be allowed for
attendance at such regular and special meeting of the board or of any committee
thereof. Nothing herein contained shall be construed so as to preclude any
director from serving the corporation in any other capacity, or from serving any
of its stockholders, subsidiaries or affiliated corporations in any capacity,
and receiving compensation therefor.

                  Section 11. COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any



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committee who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution,
shall have and may exercise the powers of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.

                  Section 12. INDEMNIFICATION. The corporation shall indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or
served any other enterprise at the request of the corporation, against any and
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection with such action,
suit or proceeding, in any circumstances, and to the full extent, permitted by
Section 145 of the Delaware Corporation Law, any amendment thereto, or any law
of similar import.

                                   ARTICLE IV.

                                     NOTICES

                  Section 1. NOTICES. Whenever under the provisions of the
statutes or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any director or stockholder, it shall not be necessary
that personal notice be given, and such notice may be given in writing, by mail,



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addressed to such director or stockholder, at such director or stockholder's
address as it appears on the records of the corporation or at his or her
residence or usual place of business, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given by telegraph,
cable or wireless, and such notice shall be deemed to be given when the same
shall be filed, or in person or by telephone, and such notice shall be deemed to
be given when the same shall be delivered.

                  Section 2. WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE V.

                                    OFFICERS

                  Section 1. OFFICERS. The officers of the corporation shall be
a chairman of the board, a president, one or more vice presidents, a secretary,
and a treasurer. Any two or more offices may be held by the same person.

                  Section 2. ELECTION OF OFFICERS. The officers shall be elected
by the board of directors and each shall hold office at the pleasure of the
board of directors until a successor shall have been duly elected and qualified,
or until such officer's death, or until such officer resigns or has been removed
in the manner hereinafter provided.

                  Section 3. OTHER OFFICERS. In addition to the officers named
in Section 1 of this Article, the corporation may have such other officers and
agents as may be deemed necessary by the board of directors. Such other officers
and agents shall be appointed in such manner, have such duties and hold their
offices for such terms, as may be determined by resolution of the board of
directors.



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                  Section 4. RESIGNATION. Any officer may resign at any time by
giving written notice of resignation to the board of directors, to the president
or to the secretary of the corporation. Any such resignation shall take effect
at the time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  Section 5. REMOVAL. Any officer may be removed, either with or
without cause, by action of the directors.

                  Section 6. VACANCY. A vacancy in any office because of death,
resignation, removal or any other cause shall be filled by the board of
directors.

                  Section 7. CHAIRMAN OF THE BOARD. The chairman of the board
shall be the chief executive officer of the corporation, shall preside at all
meetings of stockholders and of the board of directors, shall have general
control and management of the business affairs and policies of the corporation,
and shall see that all orders and resolutions of the board of directors are
carried into effect. Except where by law the signature of the president is
required, the chairman of the board shall possess the same power as the
president to sign all certificates, contracts, and other instruments of the
corporation. During the absence or disability of the president, the chairman of
the board shall exercise all the powers and discharge all of the duties of the
president. The chairman shall have such other powers and perform such other
duties as from time to time may be conferred or imposed upon the chairman by the
board of directors.

                  Section 8. PRESIDENT. The president of the corporation shall
be the chief operating officer of the corporation. During the absence or
disability of the chairman of the board, the president shall exercise all of the
powers and discharge all of the duties of the chairman of the board. The
president shall possess power to sign all certificates, contracts and other
instruments of the corporation. The president shall, in the absence of the
chairman of the board, preside at all meetings of the stockholders and of the
board of directors. The president shall perform all such other duties as are
incident to the office of president or are properly required by the board of
directors.



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                  Section 9. VICE PRESIDENT. In the event of the absence or
disability of the chairman of the board and the president, the vice president,
or, in case there shall be more than one vice president, the vice president
designated by the board of directors, shall perform all the duties of the
president, and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president. Except where by law the signature of
the president is required, each of the vice presidents shall possess the same
power as the president to sign all certificates, contracts, obligations and
other instruments of the corporation. Any vice president shall perform such
other duties and may exercise such other powers as from time to time may be
assigned by these By-Laws or by the board of directors or by the president.

                  Section 10. SECRETARY. The secretary shall, if present, act as
secretary of, and keep the minutes of, all the proceedings of the meetings of
the stockholders and of the board of directors and of any committee of the board
of directors in one or more books to be kept for that purpose; shall perform
such other duties as shall be assigned by the president or the board of
directors; and, in general, shall perform all duties incident to the office of
secretary.

                  Section 11. TREASURER. If required by the board of directors,
the treasurer shall give a bond for the faithful discharge of the duties of the
treasurer, in such sum and with such surety or sureties as the board of
directors shall determine. The treasurer shall keep or cause to be kept full and
accurate records of all receipts and disbursements in the books of the
corporation and shall have the care and custody of all funds and securities of
the corporation. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, shall render to the president and
directors, whenever they request it, an account of all transactions performed as
treasurer and shall perform such other duties as may be assigned by the chairman
of the board or the board of directors; and, in general, shall perform all
duties incident to the office of treasurer.

                  Section 12. CONTROLLER. The controller, if such office is
created by the board, shall be the chief financial officer of the corporation.
The controller shall keep or cause to be kept all books of account and
accounting records of the corporation and shall keep and maintain, or cause to
be kept and



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maintained, adequate and correct accounts of the properties and business
transactions of the corporation. The controller shall prepare or cause to be
prepared appropriate financial statements for the corporation and shall perform
such other duties as may be assigned by the chairman of the board or the board
of directors; and, in general, shall perform all duties incident to the office
of controller.

                  Section 13. SALARIES. The salaries of the officers shall be
fixed from time to time by the board of directors or by the chairman of the
board. Any such decision by the chairman of the board shall be final unless
expressly overruled or modified by action of the board of directors, in which
event such action of the board of directors shall be conclusive of the matter.
Nothing contained herein shall preclude any officer from serving the corporation
in any other capacity, including that of director, or from serving any of its
stockholders, subsidiaries or affiliated corporations in any capacity and
receiving a proper compensation therefor.

                                   ARTICLE VI.

                          LOANS, CHECKS, DEPOSITS, ETC.

                  Section 1. GENERAL. All checks, drafts, bill of exchange or
other orders for the payment of money, issued in the name of the corporation,
shall be signed by such person or persons and in such manner as may from time to
time be designated by the board of directors, which designation may be general
or confined to specific instances.

                  Section 2. LOANS AND EVIDENCES OF INDEBTEDNESS. No loan shall
be contracted on behalf of the corporation, and no evidence of indebtedness
shall be issued in its name, unless authorized by the board of directors. Such
authorization may be general or confined to specific instances. Loans so
authorized by the board of directors may be effected at any time for the
corporation from any bank, trust company or other institution, or from any firm,
corporation or individual. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the corporation issued for such loans shall be
made, executed and delivered as the board of directors shall authorize. When so
authorized by the board



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of directors any part of or all the properties, including contract rights,
assets, business or good will of the corporation, whether then owned or
thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or
assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
corporation.

                  Section 3. BANKING. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may authorize. The board of directors may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient. For the purpose of
deposit and for the purpose of collection for the account of the corporation,
checks, drafts and other orders for the payment of money which are payable to
the order of the corporation shall be endorsed, assigned and delivered by such
person or persons and in such manner as may from time to time be authorized by
the board of directors.

                  Section 4. SECURITIES HELD BY THE CORPORATION. Unless
otherwise provided by resolution adopted by the board of directors, the chairman
of the board, the president or any vice president may from time to time appoint
an attorney or attorneys, or an agent or agents, to exercise in the name and on
behalf of the corporation the powers and rights which the corporation may have
as the holder of stock or other securities in any other corporation to vote or
to consent in respect of such stock or other securities; and the chairman of the
board, the president, or any vice president may instruct the person or persons
so appointed as to the manner of exercising such powers and rights, and the
chairman of the board, the president, or any vice president may execute or cause
to be executed in the name and on behalf of the corporation and under its
corporate seal, or otherwise, all such written proxies, powers of attorney or
other written instruments as the chairman of the board, the president, or any
vice-president may deem necessary in order that the corporation may exercise
such powers and rights.



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                                  ARTICLE VII.

                            SHARES AND THEIR TRANSFER

                  Section 1. SHARE CERTIFICATES. Every stockholder shall be
entitled to have a certificate certifying the number of shares of stock of the
corporation owned by him, signed by, or in the name of the corporation by the
chairman of the board or the president or a vice president and by the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of the
corporation (except that when any such certificate is countersigned by a
transfer agent other than the corporation or its employee of by a registrar
other than the corporation or its employee the signatures of any such officers
may be facsimiles). If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except in the
case of restrictions on transfers of securities which are required to be noted
on the certificate, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate which the corporation shall issue
to represent such class or series of stock, a statement that the corporation
will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                  Section 2. LOST, STOLEN OR DESTROYED CERTIFICATES. The board
of directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore 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 be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or



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<PAGE>   18

certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                  Section 3. TRANSFERS. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment 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.

                  Section 4. RECORD DATES. 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 to express consent to corporate
action in writing without a meeting, 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 less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to such meeting or to
any other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

                  Section 5. PROTECTION OF CORPORATION. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.




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                                  ARTICLE VIII.

                                 CORPORATE SEAL

                  The corporate seal 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.

                                   ARTICLE IX.

                                  MISCELLANEOUS

                  Except as otherwise provided herein, these By-Laws may be
altered, added to, amended or repealed as follows: (a) at any meeting of the
stockholders by affirmative vote of 80% of the outstanding shares of each class
of stock outstanding and entitled to vote thereat, provided notice of the
proposed alteration, addition, amendment or repeal shall have been given in the
notice of such meeting; or (b) by the board of directors, except with respect to
any provision of which By-Laws, the Certificate of Incorporation or By-Laws
requires action by the stockholders. Any By-Law adopted by the board of
directors may be amended or repealed by the stockholders, as provided in this
Section.

Dated as of:      April 05, 2000

               - * * * * * * * * END OF BY-LAWS * * * * * * * * *




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