<PAGE>   1
                                                                    EXHIBIT 3(2)
                                     AMENDED
                                   BY-LAWS OF
                             JILCO INDUSTRIES, INC.
                            A California corporation


                                    ARTICLE I
                                PLACE OF BUSINESS

Section 1.

                 The principal office of the corporation shall be in the County
of Los Angeles, State of California.

Section 2.

                 The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.


                                   ARTICLE II

Section 1.       PLACE.
                 All meetings of shareholders shall be held at the principal
offices of the Corporation in the City of Los Angeles, State of California, or
at any other place within or without the State of California which may be
designated by the Board of Directors; provided, however, that the place of
meeting shall be specified in the notice calling the meeting, and that no
change in the place of meeting shall be made within ten (10) days next before
the day on which an election of Directors is to be held.

Section 2.       ANNUAL.
                 The annual meeting of the shareholders shall be held on a date
and at a time selected by the Board of Directors at which time the shareholders
shall elect by majority vote a Board of Directors, consider reports of the
affairs of the Corporation, and transact such other business as may properly be
brought before the meeting.

Section 3.       SPECIAL.
                 Special meetings of the shareholders, for any purpose or
purposes whatsoever may be called at any time by the Board of Directors, the
President or by one or more shareholders holding not less than one-fifth (15)
of the voting power of the corporation.

Section 4.       NOTICE OF MEETINGS:  WAIVER.
                 Each shareholder of record entitled to vote at the meeting
shall be given in





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person, or by mail, or by prepaid telegram, written or printed notice of the
purpose or purposes and the time and place within or without the State of
California of every meeting of shareholders.  Such notice shall be delivered
not less than ten (10) days nor more than fifty (50) days before the meeting.
It mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the shareholder at his address as it appears on the
records of the corporation unless the shareholder shall have requested of the
Secretary, in writing, that notice intended for him be mailed to some other
address, in which case the notice shall be transmitted to the address so
designated.  No publication of the notice of meeting shall be required.  A
shareholder may waive the notice of meeting by attendance, either in person or
by proxy, at the meeting, or by so stating in writing, either before or after
such meeting.  Attendance at a meeting for the express purpose of objecting
that the meeting was not lawfully called or convened shall not, however,
constitute a waiver of notice.  Except where otherwise required by law, notice
need not be given of any adjourned meeting of the shareholders.

Section 5.       AFFIDAVIT OF NOTICE.
                 Whenever any shareholder entitled to vote has been absent from
any meeting of shareholders whether annual or special, an affidavit of the
secretary or an assistant secretary or the transfer agent of the corporation to
the effect that notice has been duly given shall in the absence of fraud be
prima facie evidence that due notice of such meeting was given to such
shareholder, as required by law and the By-Laws of the corporation.

Section 6.       CONSENT TO SHAREHOLDER'S MEETINGS.
                 The transactions of any meeting of shareholders, however
called and noticed, shall be valid as though had at a meeting held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each of the shareholders entitled
to vote, not present in person or by proxy, signs a written waiver of notice,
or a consent to the holding of such meeting, or an approval of the minutes
thereof.  All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

                 Any action which may be taken at a meeting of the shareholders
may be taken without a meeting, if authorized by a writing signed by all of the
holders of shares who would be entitled to vote at a meeting for such purposes,
and filed with the Secretary of the Corporation.

Section 7.       QUORUM.
                 The holders of a majority of the shares entitled to vote at a
meeting of shareholders who are present in person, or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law.  If, however, such
percentage shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person, or
by proxy, shall have the power to adjourn the meeting from time to time, until
the requisite amount of voting shares shall be present.  at such adjourned
meeting at which the requisite amount of voting shares shall be represented,
any business may be transacted which might have been





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transacted at the meeting as originally notified.  If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter and entitled to vote shall be the act of
the shareholders, unless the vote of a greater number is specified herein or is
required by law.

Section 8.       CLOSING OF TRANSFER BOOKS:  RECORD DATE.

                 (a)      In order to determine the holders of record of the
corporation's stock who are entitled to notice of meetings, to vote at a
meeting or adjournment thereof, or to make a determination of the shareholders
of record for any other proper purpose, the Board of Directors of the
corporation may order that the Stock Transfer Books be closed for a period not
to exceed fifty (50) days prior to the meeting.

                 (b)      In lieu of closing the Stock Transfer Books, the
Board of Directors may fix a date as the record date for such determination of
shareholders.  Such date shall not be more than fifty (50) nor less than ten
(10) days prior to the date of the action which requires such determination.

                 (c)      If the Stock Transfer Books are not closed and no
record date is fixed for a determination of the shareholders of record entitled
to notice or to vote at a meeting of shareholders the day next preceding the
day on which notice of the meeting is mailed, or for any other purpose the day
on which resolution of the Board of Directors relating thereto is adopted, as
the case may be, shall be the record date for such determination of
shareholders.

                 (d)      When a determination of shareholders entitled to vote
at any meeting has been made as provided in this Section, such determination
shall apply to any adjournment of such meeting; provided however, that the
Board of Directors may fix a new record date for the adjourned meeting.

Section 9.       VOTING LIST.

                 (a)      A complete list of the shareholders of the
corporation entitled to vote at the ensuing meeting, arranged in alphabetical
order, and showing the address of, and number of shares owned by each
shareholder, shall be prepared by the Secretary or other officer or the
Transfer Agent of the corporation having charge of the Stock Transfer Books.
This list shall be kept on file for a period of at least ten (10) days prior to
the meeting at the principal office of the corporation, and shall he subject to
inspection during the ordinary business hours for any purpose germane to the
meeting by any shareholder.  Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.

                 (b)      The original Stock Transfer Books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
to vote at any meeting of the shareholders.





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                 (c)      Failure to comply with the requirements of this
Section shall not affect the validity of any action taken at such meeting of
the shareholders.

Section 10.      PROXIES.
                 Every person entitled to vote or execute consents may do so
either in person or by one or more agents authorized by a written proxy
executed by the person or his duly authorized agent and filed with the
Secretary of the corporation, but no proxy shall be valid or acted upon after
eleven (11) months from its date, unless the proxy provides for a longer period
which in no case shall exceed seven (7) years from the date of its execution.

Section 11.      PRESIDING OFFICER:  ORDER OF BUSINESS:  CONDUCT OF MEETING.

                 (a)      Meetings of the shareholders shall be presided over
by such person as shall be designated by the Board of Directors or if no
designation is made, then by the President.

                 The Secretary of the corporation, or in his absence an
Assistant Secretary, shall act as secretary of the meeting.

                 The President of the corporation shall serve as Chairman of
the Board unless another person is specifically elected to that position by the
directors.

                 (b)      Subject to the following, meetings of shareholders
shall generally follow accepted rules of parliamentary procedure.

                          1.      The chairman of the meeting shall have
                 absolute authority over matters of procedure and there shall
                 be no appeal from the ruling of the Chairman.  If the
                 Chairman, in his absolute discretion, deems it advisable to
                 dispense with the rules of parliamentary procedure as to any
                 one meeting of shareholders or a part thereof, the chairman
                 shall so state and shall clearly state the rules under which
                 the meeting or appropriate part thereof shall be conducted.

                          2.      If disorder shall arise which prevents
                 continuation of the legitimate business of the meeting, the
                 chairman may quit the chair and announce the adjournment of
                 the meeting; and upon his so doing the meeting is immediately
                 adjourned.

                          3.      The chairman may ask or require that anyone
                 not a bona fide shareholder or proxy holder leave the meeting.

                          4.      A resolution or motion shall be only
                 considered for a vote if proposed by a shareholder or duly
                 authorized proxy holder, and seconded by an individual who is
                 a shareholder or a duly authorized proxy holder, other
















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         than the individual who proposed the resolution or motion.


                                  ARTICLE III

                            DIRECTORS -- MANAGEMENT

Section 1.       POWERS.

         Subject to the limitations in the Articles of Incorporation, of the
By-Laws and of the laws of the State of California as to actions to be
authorized or approved by the shareholders, all corporate powers shall be
exercised by or under authority of, and the business and affairs of this
corporation shall be controlled by a Board of Directors.

Section 2.       NUMBER OF DIRECTORS AND QUALIFICATIONS.
                 The authorized number of directors of the corporation shall be
three (3).

Section 3.       ELECTION AND TENURE OF OFFICE.
                 Each director shall be elected by ballot at the annual meeting
of shareholders or at any special meeting called for that purpose to serve
until the next annual meeting of shareholders and until his successor is
elected and has qualified, or until his earlier resignation or removal.  His
term of office shall begin immediately after election.

Section 4.       REMOVAL OF DIRECTORS.
                 A director may only be removed from office before the
expiration of his term by a majority vote of the shareholders entitled to vote
at an election of directors as provided in Section 810 of the California
Corporations Code.

Section 5.       VACANCIES.
                 Any vacancy occurring in the Board of Directors may directors
though less than a quorum of the Board of Directors.  A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.  Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the affirmative vote a majority of the
directors then in office or by an election at an annual meeting or at a special
meeting of shareholders called for that purpose.  A director chosen to fill a
position resulting from an increase in the number of directors shall hold
office until the next annual meeting of shareholders and until his successor
shall have been elected and qualified.

Section 6.       PLACE OF MEETINGS.
                 Meetings of the Board of Directors shall be held at any place
within or without the State of California, as designated for this purpose, from
time to time, by resolution of the Board of Directors or written consent of all
the members of the Board.

Section 7.       REGULAR MEETINGS.
                 Regular meetings of the Board of Directors shall not be held.
In lieu of












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regular meetings, special meetings of the Board may be held as provided in
Section 8 of this ARTICLE III.

Section 8.       SPECIAL MEETINGS AND NOTICE THEREOF.
                 Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the President,
or if they are absent or unable or refuses to act, by any Vice President or by
any two (2) directors.

                 Written notice of the time and place of special meetings shall
be delivered personally to the directors or sent to each director by letter or
by telegram, charges prepaid, addressed to him at his address as it is shown
upon the records of the corporation, or if it is not so shown on such records
or is not readily ascertainable, at the place in which the meetings of the
directors are regularly held.  In case such notice is mailed or telegraphed, it
shall be deposited in the mail or delivered to the telegraph company at least
forty-eight (48) hours prior to the time of the holding of the meeting.  In
case such notice is personally delivered as above provided, it shall be so
delivered at least twenty-four (24) hours prior to the time of the holding of
such meeting.  Such mailing, telegraphing or delivery as above provided shall
be due, legal and personal notice to such director.

Section 9.       WAIVER OF NOTICE.
                 When all the directors are present at any director's meeting,
however called or noticed, and sign a written consent thereto, or if a majority
of the directors are present, and if those not present sign in writing a waiver
of notice of such meeting, whether prior to or after the holding of such
meeting, which said waiver shall be filed with the Secretary of the
corporation, the transactions thereat are as valid as if had at a meeting
regularly called and noticed.

Section 10.      NOTICE OF ADJOURNMENT.

                 Notice of the time and place of holding an adjourned meeting
need not he given to absent directors if the time and place be fixed at the
meeting adjourned.

Section 11.      QUORUM.
                 A majority of the number of directors as fixed by the By-Laws
shall be necessary to constitute a quorum for the transaction of business, and
the action of a majority of the directors present at any meeting at which there
is a quorum when duly assembled, is valid as a corporate act; provided that a
minority of the directors, in the absence of a quorum, may adjourn the meeting
from time to time, but may not transact any business.

Section 12.      DIRECTORS ACTING WITHOUT A MEETING.
                 Any action required or permitted to be taken by the Board of
Directors under any provision of these By-Laws or by any statute or regulation
may be taken without a meeting, if all members of the Board shall individually
or collectively consent in writing to such action.  Such written consent or
consents shall be filed with the minutes of the proceedings of the Board.  Such
action by written consent shall have the same force and










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effect as a unanimous vote of such directors.  Any certificate or other
document filed under any provision of this Article which relates to action so
taken shall state that the action was taken by unanimous written consent of the
Board of Directors without a meeting, and that the By-Laws authorize the
directors to so act, and such statement shall be prima facie evidence of such
authority.

Section 13.      INDEMNIFICATION.
                 The corporation shall indemnify each of its directors and
officers, whether or not then in office (and his executor, administrator and
heirs), to the extent permitted by Section 830 of the California Corporations
Code or any amendment thereto, against all reasonable expenses actually and
necessarily incurred by him in connection with the defense of any litigation to
which he may have been made a party because he is or was a director or officer
of the corporation.  He shall have no right to reimbursement, however in
relation to matters to which he has been adjudged liable to the corporation for
gross negligence or culpable misconduct in the performance of his duties.  The
right to be indemnified for expenses shall also apply to the expenses of suits
which are compromised if the court having jurisdiction of the matter shall
approve such settlement.

Section 14.      COMPENSATION.
                 Directors and members of any committee of the Board of
Directors shall be entitled to such reasonable compensation for their services
as directors and members of any such committee as shall be fixed from time to
time by resolution of the Board of Directors and shall also be entitled to
reimbursement for any reasonable expenses incurred in attending such meetings.
The compensation of directors may be on such basis as is determined by the
resolution of the Board of Directors.  Any director receiving compensation
under these provisions shall not be barred from serving the corporation in any
other  ,capacity and receiving reasonable compensation for such other services.

Section 15.      COMMITTEES.
                 The Board of Directors, by a resolution or resolutions adopted
by a majority of the members of the whole Board, may appoint an Executive
Committee and such other committees as it may deem appropriate.  Each such
committee shall consist of two or more members of the Board of Directors.  Any
such committee shall have and may exercise all the powers and authority 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, but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation or By-Laws,
declaring dividends, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets or recommending to
the stockholders a dissolution of the corporation.  A majority of any such
committee may determine its action and may fix the time and place of its
meetings unless provided otherwise by the Board Os Directors.  The Board of
Directors shall have the power at any time to fill vacancies in, to change the
size or membership of and to discharge any such committee.  No member of any
committee shall continue to be a member of it after he ceases to be a director
of the corporation.





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                 Each such committee shall keep a written record of its acts
and proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof, and at such other times as requested by the Board of
Directors.  Failure to submit such record, or failure of the Board to approve
any action indicated herein, will not, however, invalidate such action to the
extent it has been carried out by the corporation prior to the time the record
of such action was, or should have been submitted to the Board of Directors as
herein provided.


                                   ARTICLE IV
                                    OFFICERS

Section 1.       NUMBER.
                 The officers of the corPoration shall be a Chairman of the
Board, a President, one or more Executive, Senior, Group or general Vice
Presidents, a Treasurer or Controller, and a Secretary.  Any person may hold
two or more offices except that no person shall hold the offices of President
and Secretary simultaneously.

Section 2.       ELECTION:  TERM OF OFFICE.
                 The principal officers of the corporation shall he chosen
annually by at least a majority vote of the directors of the corporation at the
first meeting of the Board held after the annual meeting of shareholders, or as
soon thereafter as is conveniently possible.  No one of said officers, except
the Chairman of the Board, and President, need be directors. Each officer shall
serve until his successor shall have been chosen and qualified, or until his
death, resignation or removal.

Section 3.       SUBORDINATE OFFICERS, ETC.
                 The Board of Directors may appoint such other officers as the
business of the corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in the
By-Laws or as the Board of Directors may from time to time determine.

Section 4.       RESIGNATION AND REMOVAL.
                 Any officer may be removed, either with or without cause, at
any time, by at least a majority vote of the directors then in office whenever
in such directors' judgment the hoised interests of the corporation will be
served by so doing.

         Any officer may resign at any time by giving       written notice to
the Board of Directors or to the President, or to the Secretary of the
corPoration.  Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and unless otherwise
specified therein the acceptance of such resignation shall not be necessary to
make it effective.

Section 5.       VACANCIES.
                 The Board of Directors shall have the power to fill any
vacancies in any office





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occurring for any reason.

Section 6.       CHAIRMAN OF THE BOARD.
                 The Chairman of the Board, if there shall be such an officer,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him or her by the Board of Directors or prescribed by the By-Laws.

Section 7.       PRESIDENT.
                 Subject to the control of the Board of Directors, the
President shall be responsible for the general supervision and direction of the
business and affairs of the corporation.  He shall:

         (a)     Preside at all meetings of the shareholders, and in the
absence of the Chairman of the Board, at all meetings of the Board of
Directors;

         (b)     Have the general powers and duties of management usually
vested in the office of President of a corporation;

         (c)     Shall sign or countersign all certificates of shares; and

         (d)     Have such other powers and duties as may be prescribed by the
Board of Directors or the By-Laws.

Section 8.       VICE PRESIDENTS.
                 In the absence or disability of the President the Vice
Presidents, in order of their rank as fixed by the Board of Directors, or if
not ranked 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.  The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them by the Board of Directors or the
By-Laws.

Section 9.       SECRETARY.
                 The Secretary shall:

                 (a)      Keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of
all meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof
given, the names of those directors and shareholders present, the names of
those present at the directors' meeting, the number of shares present
or-represented at shareholders' meetings and the proceedings thereof;

                 (b)      Keep, or cause to be kept, at the principal office or
at the office of the corporation's Transfer Agent (s) or Registrar (s), a share
register or a duplicate share register showing the names of the shareholders
and their addresses; the number and classes of shares





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held by each; the number and date of certificates issued for the same; the
number and date of cancellation of every certificate surrendered for
cancellation;

                 (c)      Give, or cause to be given, notice of all meetings of
shareholders and the Board of Directors, as required by the By-Laws to be
given; and

                 (d)      Keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the By-Laws.

Section 10.      ASSISTANT SECRETARIES.
                 Each Assistant Secretary (if one or more Assistant Secretaries
be elected or appointed) shall assist the Secretary in his duties, and shall
perform such other duties as the Board of Directors, Executive Committee (if
any), President or Secretary may from time to time assign to him.  At the
request of the Secretary any Assistant Secretary may, in the case of the
absence or inability to act of the Secretary, temporarily act in his place.  In
the case of the death of the Secretary or in the case of his absence or
inability to act temporarily, the Assistant Secretary shall perform such duties
of the Secretary as shall be designated by the President or any Vice President.

Section 11.      TREASURER.
                 The Treasurer shall:

                 (a)      Keep and maintain, or cause to kept and maintained,
adequate and correct accounts of the properties and business transactions of
the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and surplus shares.  Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital shall be classified according to source and shown
in a separate account.  The books of account shall at all times be open for
inspection by any director;

                 (b)      Deposit all monies and other valuables in the names
and to the credit of the corporation with such depositories as may be
designated by the Board of Directors;

                 (c)      Disburse the funds of the corporation as ordered by
the Board of Directors;

                 (d)      Render to the President and directors, when they
request it, an account of all of his or her transactions as treasurer and of
the financial condition of the corporation; and

                 (e)      Have such other powers and perform such other duties
as may be prescribed by the Board of Directors or the By-Laws.









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Section 12.      SALARIES.
                 The salaries for the principal officers of the corporation
shall be fixed, from time to time, by the Board of Directors.  No officer shall
be disqualified from receiving a salary by reason of his also being a director
of the corporation.


                                   ARTICLE V
                          RECORDS--REPORTS--INSPECTION

Section 1.       RECORDS.

                 The corporation shall maintain adequate and correct accounts,
books, and records of its business and properties.  All of such books, records
and accounts shall be kept at its principal place of business as fixed by the
Board of Directors from time to time.

Section 2.       INSPECTION.
                 The share register or duplicate share register, the books of
account and minutes of proceedings of the shareholders and directors shall be
open to inspection upon the written demand of any shareholder, stockholder or
the holder of a voting trust certificate, at any reasonable time, and for a
purpose reasonably related to his or her interests as a shareholder.  Such
inspection may include the right to make extracts.  Demand for inspection other
than at a shareholders' meeting shall be made in writing upon the President or
Secretary of the corporation.

Section 3.       CHECKS AND DRAFTS.
                 All checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness issued in the name of or payable to the
corporation shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution or resolutions
adopted by a vote of at least two thirds of the directors of the corporation.

Section 4.       LOANS.
                 No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution adopted by a vote of at least a majority of the directors of the
corporation.  Provided, however, that no loan may be made to a director or
officer except as permitted by Section 823 of the California Corporations Code
or any amendment thereof.  Such authority may be general or confirmed to
specific instances.

Section 5.       DEPOSITS.
                 The Board of Directors or the President or a Vice President,
when authorized by the Board of Directors, shall select banks, trust companies
or other depositories in which all funds of the corporation not otherwise
employed shall, from time to time, be deposited to the credit of the
corporation.





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Section 6.       VOTING SECURITIES HELD BY THE CORPORATION.
                 Unless otherwise ordered by the Board of Directors, the
Chairman of the Board or the President shall have full power and authority on
behalf of the corporation to attend and to act and to vote at any meeting of
security holders of other corporations in which the corporation may hold
securities.  The Board of Directors may, from time to time, confer like powers
upon any other person or persons.

Section 7.       CONTRACTS.
                 The Board of Directors, except as the By-Laws or Articles of
Incorporation otherwise specifically provide, may, by a majority vote of the
directors of the corporation, authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined in
specific instances; unless so authorized by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the corporation by
and contract or agreement or to pledge its credit to render it liable for any
purpose or for any amount.

Section 8.       INSPECTION OF BY-LAWS.
                 The corporation shall keep in its principal office for the
transaction of business the original or a copy of the By-Laws as amended or
otherwise altered to date, certified by the Secretary, which shall be open to
inspection by the shareholders at all times during business hours.


                                   ARTICLE VI
                             CERTIFICATES OF STOCK

Section 1.       CERTIFICATES OF STOCK.
                 Certificates representing shares of the corporation shall be
in such form as may be determined by the Board of Directors.  Every shareholder
shall be entitled to have a certificate signed by or in the name of the
corporation by the President or a Vice President, and the Secretary or an
Assistance Secretary of such corporation, certifying to the number of shares
owned by him in such corporation.  If such certificate is countersigned (a) by
a transfer agent other than the corporation or its employee, or (b) by a
registrar other than the corporation or its employee, or the signatures of the
officers of the corporation may be facsimiles.  In case any officer who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer before the certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
issuance.

                 All certificates for shares of each class or series within a
class shall be consecutively numbered.  The name of the person owning the
shares represented thereby with the number of shares and the date of issue
shall be entitled on the books of the corporation.  All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares











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shall have been surrendered and cancelled.

Section 2.       TRANSFER.

                 (a)      Upon surrender to the Secretary or 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.

                 (b)      A person in whose name shares of stock stand on the
books of the corporation shall be deemed the owner thereof as regards the
corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, and written notice thereof shall be
given to the Secretary of the corporation or its transfer agent, if any, such
fact shall be stated in the entry of the transfer.

                 (c)      When a transfer of shares is requested and there is
reasonable doubt as to the right of the person seeking the transfer, the
corporation or its transfer agent, before recording the transfer of the shares
on its books or issuing any certificate therefor, may require from the person
seeking the transfer reasonable proof of his right to the shares.  If there
remains a reasonable doubt of the right to the shares, the corporation may
refuse a transfer unless the person gives adequate security or a bond of
indemnity executed by a corporate surety or by two individual sureties
satisfactory to the corporation as to form, amount and responsibility of the
sureties.  The bond shall be conditioned to protect the corporation, its
officers, transfer agents and registrars or any of them, against loss, damage,
expense or other liability to the owner of the shares by reason of the
recordation of the transfer, and the issuance of a new certificate for shares.

Section 3.       LOST OR DESTROYED CERTIFICATES.

                 (a)      Where the holder of a share certificate claims that
the certificate has been lost, destroyed or wrongfully taken, the corporation
shall issue a new certificate in place of the original certificate if the owner
so requests before the corporation has notice that the share has been acquired
by a bona fide purchaser; and provided that the owner files with the
corporation a sufficient indemnity bond; and satisfies any other reasonable
requirements imposed by the Board of Directors.

                 (b)      Where a share certificate has been lost, apparently
destroyed or wrongfully taken and the owner fails to notify the corporation of
that fact within a reasonable time after he has notice of it, and the
corporation registers a transfer of the share represented by the security
before receiving such notification, the owner is precluded from asserting
against';the corporation any claim for registering the transfer or any claim to
a new security.

                 (c)      If, after the issue a new security as a replacement
for a lost, destroyed or wrongfully taken certificate, a bona fide purchaser of
the original certificate Presents it for





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<PAGE>   14
registration of transfer, the corporation must register the transfer unless
registration would result in overissue. In addition to any rights on the
indemnity bond, the corporation may recover the new security from the person to
whom it was issued or any person taking under him except a bona fide purchaser.

Section 4.       TRANSFER AGENTS AND REGISTRARS.
                 The Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars which shall be an incorporated
bank or trust company, either domestic or foreign, who shall be appointed at
such times and places as the requirements of the corporation may necessitate
and the Board of Directors may designate.


                                  ARTICLE VII
                                   DIVIDENDS

                 The Board of Directors, by a majority vote of its members,
may, from time to time, declare and the corporation shall pay, dividends on its
outstanding shares in the manner and on the terms and conditions provided by
the laws of the State of California.


                                  ARTICLE VIII
                                WAIVER OF NOTICE

                 Whenever any notice whatever is required to be given under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of the Colorado Corporation Act then 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.


                                   ARTICLE IX
                                   AMENDMENTS

Section 1.       POWER OF SHAREHOLDERS.
                 These By-Laws may be repealEd or amended, or new By-Laws may
be adopted at an annual meeting, or at any other meeting of the shareholders,
called for the purpose by the Board of Directors, by a vote representing a
majority of the shares of common stock entitled to vote, or by the written
consent of such shareholders.

Section 2.       POWER OF DIRECTORS.
                 Subject to the right of shareholders, as provided in Section 1
of this ARTICLE IX, to adopt, amend or repeal the By-Laws, By-Laws other than a
By-Law or amendment thereof changing the authorized number of directors, may be
adopted, amended or repealed by a majority vote of the Board of Directors.





                                       36
<PAGE>   15
Section 3.       RECORD OF AMENDMENTS.
                 Whenever an amendment or new By-Law is adopted, it shall be
copied in the Minute Book with the original By-Laws, in the appropriate place.
If any By-Law is repealed, the fact of repeal with the date of the meeting at
which the repeal was enacted or written assent was filed shall be stated in
said Book.


                                   ARTICLE X
                                      SEAL

                 The corporation shall adopt and use a corporate seal
consisting of a circle setting forth on its circumference the name of the
corporation and showing the state of incorporation.


                                   ARTICLE XI
                                  FISCAL YEAR

                 The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.





                                       37
<PAGE>   16
         I, Marlene White, hereby certify that I am the duly elected, qualified
and acting Secretary of JILCO INDUSTRIES, INC., a California corporation; and
that the foregoing Amended By-Laws of JILCO INDUSTRIES, INC. were duly and
regularly adopted as the By-Laws of said corporation on October 16, 1972.

         IN WITNESS WHEREOF, I have hereunto set my And this 16th day of
October, 1972.


                                        /s/ Marlene White
                                        -----------------------------------
                                        Marlene White
























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