AMENDED AND RESTATED BYLAWS
                                      OF
                              CASH SYSTEMS, INC.
                           (a Delaware corporation)

                                  ARTICLE I

                                   OFFICES

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

     Section 2.     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

                           MEETINGS OF STOCKHOLDERS

     Section 1.     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 the meeting or in a duly
executed waiver of notice thereof.

     Section 2.     Annual meetings of stockholders commencing with the year
2003, shall be held on the first Monday in June, if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 4:00 P.M., or
at such other date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote of the board of directors, and transact such
other business as may properly be brought before the meeting.  All elections
of directors shall be by written ballot, unless otherwise provided in the
certificate of incorporation; if authorized by the board of directors, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission (as defined in Section 2(c) of Article IV of these
bylaws), provided that any such electronic transmission must either set forth
or be submitted with information from which it can be determined that the
electronic transmission was authorized by the stockholder or proxyholder.

     Section 3.     Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the
date of the meeting.

     Section 4.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten 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 the meeting, during ordinary business hours, for a
period of at least ten 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 5.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board or the president and
shall be called by the president or secretary at the request in writing
of a majority of the board of directors, or at the request in writing of
stockholders owning not less than one-third in an amount of the entire capital
stock of the corporation issued and outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed meeting.

     Section 6.     Written notice of 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 not less than ten nor more than sixty days before
the date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 7.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 8.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.  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.
At 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 notified.  If the adjournment is for more than thirty 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.

     Section 9.     When a quorum is present at any meeting, the vote of the
holders of a majority of the 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, a different vote is required in which
case such express provision shall govern and control the decision or such
question.

     Section 10.    Each holder of common stock of the corporation shall at
every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.  Directors shall be elected by
a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors.

     Section 11.    Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  A telegram, cablegram or
other electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or a proxyholder, shall be deemed to be
written, signed and dated for purpose do this section; provided that any such
telegram, cablegram or other electronic transmission sets forth
or is delivered with information from which the corporation can determine (A)
that the telegram, cablegram or other electronic transmission was transmitted
by the stockholder, or proxyholder or by a person or persons authorized to act
for the stockholder, or proxyholder and (B) the date on which such
stockholder, or proxyholder or authorized person or persons  transmitted such
telegram, cablegram or other electronic transmission.  The date on which such
telegram, cablegram or other electronic transmission is transmitted shall be
deemed to be the date on which such consent was signed.  Prompt notice of the
taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented i
writing.

                                 ARTICLE III

                                  DIRECTORS

     Section 1.     The number of directors which shall constitute the whole
board shall not be less than three nor more than twenty-one.  The first board
shall consist of three directors.  Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors at a regular or special meeting or by the stockholders at
the annual meeting.  The directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.

     Section 2.     Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.  If there are no directors in office, then
an election of directors may be held in the manner provided by statute.  If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.  If at any time, by
reason of death or resignation or other cause, this corporation should
have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
provisions of the certificate of incorporation or the bylaws, or may apply to
the Court of Chancery for a decree summarily ordering an election.

     Section 3.     Any director, whether elected by the stockholders or
appointed by the directors, may be removed from office with or without cause,
at any time by the stockholders holding a majority of the shares then entitled
to vote in the election of directors.

     Section 4.     Unless otherwise provided in the certificate of
incorporation, 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 so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective and each director so chosen shall hold
office as provided in Section 2 of Article III.

     Section 5.     The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these bylaws directed or required to be exercised or
done by the stockholders.

                      MEETINGS OF THE BOARD OF DIRECTORS

     Section 6.     The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 7.     The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

     Section 8.     Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board and in any manner, including by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, as permitted under the
General Corporation Law of Delaware, as the same may be from time to time
amended.

     Section 9.     Special meetings of the board may be called by the
chairman of the board, if any, the president or a majority of the board of
directors on two days' notice to each director, either personally or by mail
or by telegram.  Special meetings may be held in any manner, including by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, as
permitted under the General Corporation Law of Delaware, as the same may be
from time to time amended.

     Section 10.    At all meetings of the board, a majority of directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation.  If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.

     Section 11.    Unless otherwise restricted by the certificate of
incorporation or these bylaws, 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 committee, as the case may
be, consent thereto in writing or by electronic transmission, and the writing
or writings or electronic transmission or transmissions are filed with the
minutes of proceedings of the board or committee.

                     COMMITTEES OF THE BOARD OF DIRECTORS

     Section 12.    The board of directors may, by resolution passed by
majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation.  The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they 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.  Any such committee, to the extent
provided in the resolution of the board of directors, 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 the
following matters:  (a)  approving or adopting, or recommending to the
stockholders, any action or matter expressly required by statute to be
submitted to the stockholders for approval; or (b) adopting, amending or
repealing any bylaw of this corporation.  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. The Executive Committee shall
consist of not more than 3 members. The Executive Committee shall have and may
exercise, except as otherwise limited by law and these bylaws, all the powers
and authority of the board of directors in the management of the business and
affairs of this corporation and may authorize the seal of this corporation to
be affixed to all papers which may require it.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                           COMPENSATION OF DIRECTORS

     Section 14.    The board of directors shall have the authority to fix the
compensation of directors.  The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director.  No such payments shall preclude any directors from
serving the corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                                  ARTICLE IV

                                   NOTICES

     Section 1.     Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed
to such director or stockholder, at his or her address as it appears on the
records of the corporation, 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 telegram,
telex, or similar device.


     Section 2.     (a)  Without limiting the manner by which notice otherwise
may be given effectively to stockholders, any notice to stockholders given by
this corporation under the General Corporation Law of Delaware, the
certificate of incorporation, or the bylaws shall be effective if given by a
form of electronic transmission consented to by the stockholder to whom the
notice is given.  Any such consent shall be revocable by the stockholder by
written notice to this corporation.  Any such consent shall be deemed revoked
if (1) this corporation is unable to deliver by electronic transmission two
consecutive notices given by this corporation in accordance with such consent
and (2) such inability becomes known to the secretary or an assistant
secretary of this corporation or to the transfer agent, or other person
responsible for the giving of notice; provided, however, the inadvertent
failure to treat such inability as a revocation shall not invalidate any
meeting or other action.

     (b)  Notice given pursuant to subsection (a) of this section shall be
deemed given: (1) if by facsimile telecommunication, when directed to a number
at which the stockholder has consented to receive notice; (2) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice; (3) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting,
upon the later of (A) such posting (B) the giving of such separate notice; and
(4) if by any other form of electronic transmission, when directed to the
stockholder.  An affidavit of the secretary or an assistant secretary or of
the transfer agent or other agent of this corporation that  the notice has
been given by a form of electronic transmission shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

     (c)  For the purposes of these bylaws, "electronic transmission" means
any form of communication, not directly involving the physical transmission of
paper, that creates a record that may be retained, retrieved, and reviewed by
a recipient thereof, and that may be directly reproduced in paper form by such
a recipient through an automated process.

     Section 3.     Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, or a waiver by electronic transmission by the person entitled
to notice whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                  ARTICLE V

                                  OFFICERS

     Section 1.     The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a president, a senior
vice president, a secretary and a treasurer, and at the discretion of the
board of directors.  The board of directors may also choose one or more
vice-presidents, and one or more assistant secretaries and assistant
treasurers.  Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide.

     Section 2.     The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer.

     Section 3.     The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

      Section 4.     The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the board of directors may be removed at any time with or without cause, by
the affirmative vote of a majority of the board of directors.  Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
                           THE CHAIRMAN OF THE BOARD

     Section 6.     The chairman of the board shall be a member of the board
of directors, shall be the chief policy making and chief executive officer of
this corporation, shall have the overall supervision of the business of this
corporation and shall preside at all meetings of shareholders, the
board of directors and committees  of the board of which he is a member and
shall see that all orders and resolutions of the board of directors are
carried into effect.

                                THE PRESIDENT

     Section 7.     The president shall direct the affairs and policies of
this corporation subject to such policies and directions as may be determined
by the chairman of the board or provided by the directors. The president in
general shall have all other powers and shall perform all other duties which,
except as otherwise provided herein, are incident to the office of president
of a corporation or as may be prescribed by the chairman of the board or the
board of directors from time to time. In the absence of a chairman of the
board or in the event of his or her inability or refusal to act, the president
shall perform the duties of the chairman of the board.

     Section 8.     The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.

     Section 9.     In the absence of the president or in the event of his or
her inability or refusal to act, the senior vice-president (or in the event
there be more than one senior vice-president, the senior vice-presidents in
the order designated, or in the absence of any designation, then in the order
of their election) shall perform 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 senior vice-presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

                             THE VICE-PRESIDENTS

     Section 10.    In the absence of the president or in the event of his or
her inability or refusal to act, the vice-president (or in the event there be
more than one vice-president, the vice- presidents in the order designated, or
in the absence of any designation, then in the order of their election) shall
perform 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 perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARY

     Section 11.    The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be.  He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary.  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.

     Section 12.    The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election), shall,
in the absence of the secretary or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

                   THE TREASURERS AND ASSISTANT TREASURERS

     Section 13.    The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.

     Section 14.    The treasurer shall disburse the funds of the corporation
as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors,
at its regular meetings, or when the board of directors so requires, an
account of all the transactions as treasurer and of the financial condition of
the corporation.

     Section 15.    If required by the board of directors, the treasurer shall
give the corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of the 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.

     Section 16.    The assistant treasurer, or if there shall be more than
one, the assistant treasurers, in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                                  ARTICLE VI



                            CERTIFICATES OF STOCK

     Section 1.     Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.  If the corporation shall be authorized to
issue more that one class of stock or more than one series of any class, the
powers, 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 as otherwise provided in section 202 of
the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth in 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 powers, 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.     Where a certificate is countersigned (1) by a transfer
agent other than the corporation or its employee, or (2) by a registrar other
than the corporation or its employee, any other signature on the certificate
may be facsimile.  In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
                              LOST CERTIFICATES

     Section 3.     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
certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to 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.

                              TRANSFER OF STOCK

     Section 4.     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.

                              FIXING RECORD DATE


     Section 5.     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 more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior 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.

                           REGISTERED STOCKHOLDERS

     Section 6.     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.

                                 ARTICLE VII

                              GENERAL PROVISIONS
                                  DIVIDENDS

     Section 1.     Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law.  Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                    CHECKS

     Section 3.     All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.

                                 FISCAL YEAR

     Section 4.     The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                     SEAL

     Section 5.     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 VIII

                           GAMING LICENSING MATTERS

     Section 1.     No Person may become the Beneficial Owner of five percent
(5%) or more of any class or series of the corporation's issued and
outstanding capital stock unless such Person agrees in writing to: (i) provide
to the Gaming Authorities information regarding such Person, including without
limitation thereto, information regarding other gaming-related activities of
such Person and financial statements, in such form, and with such updates, as
may be required by any Gaming Authority; (ii) respond to written or oral
questions that may be propounded by any Gaming Authority; and (iii) consent to
the performance of any background investigation that may be required by any
Gaming Authority including without limitation thereto, an investigation of any
criminal record of such Person.

     Section 2.     Notwithstanding any other provisions to these Articles,
but subject to the provisions of any resolution of the board of directors
creating any series of Preferred Stock or any other class of stock which has a
preference over Common Stock with regard to dividends or upon liquidation,
outstanding shares of capital stock held by a Disqualified Holder shall be
subject to redemption at any time by the corporation by action of the board of
directors.  The terms and conditions of such redemption shall be as follows:

          (1)  the redemption price of the shares to be redeemed pursuant to
this section B of this Article VIII shall be equal to the Fair Market Value of
such shares or such other redemption price as required by pertinent state or
federal law pursuant to which the redemption is required;

          (2)  the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof;

          (3)  if less than all the shares held by Disqualified Holders are to
be redeemed, the shares to be redeemed shall be selected in such manner as
shall be determined by the board of directors, which may include selection
first of the most recently purchased shares thereof, selection by lot, or
selection in any other manner determined by the board of directors;

          (4)  at least thirty (30) days' written notice of the Redemption
Date shall be given to the record holders of the shares selected to be
redeemed (unless waived in writing by any such holder) provided that the
Redemption Date may be the date on which written notice shall be given to
record holders if the cash or Redemption Securities necessary to effect the
redemption shall have been deposited in trust for the benefit of such record
holders and subject to immediate withdrawal by them upon surrender of the
stock certificates for their shares to be redeemed;

          (5)  from and after the Redemption Date or such earlier date as
mandated by pertinent state or federal law, any and all rights of whatever
nature, which may be held by the Beneficial Owners of shares selected for
redemption (including without limitation any rights to vote or participate in
dividends declared on stock of the same class or series as such shares), shall
cease and terminate and they shall thereafter be entitled only to receive the
cash or Redemption Securities payable upon redemption; and

          (6)  such other terms and conditions as the board of directors shall
determine.

     Section 3.     Definitions.  Capitalized terms used in this Article VIII
shall the meanings provided below:

               "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act").  The term
"registrant" as used in such Rule 12b-2 shall mean the corporation.

               "Beneficial Owner" shall mean any person who, singly or
together with any of such person's Affiliates or Associates, directly or
indirectly, has "beneficial ownership" of capital stock (as determined
pursuant to Rule 13d-3) of the Act.

               "Disqualified Holder" shall mean any Beneficial Owner of shares
of capital stock of the corporation or any of its Subsidiaries, whose holding
of shares of capital stock may result or, when taken together with the holding
of shares of capital stock by any other Beneficial Holder, may result, in the
judgment of the board of directors, in (i) the disapproval, modification, or
non-renewal of any contract under which the corporation or any of its
Subsidiaries has sole or shared authority to manage any gaming operations, or
(ii) the loss or non-reinstatement of any license or franchise from any
governmental agency held by the corporation or any Subsidiary to conduct any
portion of the business of the corporation or any Subsidiary, which license or
franchise is conditioned upon some or all of the holders of capital stock
meeting certain criteria.

               "Fair Market Value" of a share of capital stock shall mean the
average Closing Price for such a share for each of the forty-five (45) most
recent days during which shares of stock of such class or series shall have
been traded preceding the day on which notice of redemption shall have been
given pursuant to Paragraph (4) of section B of this Article VIII; provided,
however, that if shares of stock of such class or series are not traded on any
securities exchange or in the over-the-counter market, "Fair Market Value"
shall be determined by the board of directors in good faith; and provided,
further, however, that "Fair Market Value" as to any stockholder who purchases
any stock subject to redemption within 120 days prior to a Redemption Date
need not (unless otherwise determined by the board of directors) exceed the
purchase price paid for such shares.  "Closing Price" on any day means the
reported closing sales price or, in case no such sale takes place, the average
of the reported closing bid and asked price on the composite tape for the New
York Stock Exchange-listed stock, or, if stock of the class or series in
question is not quoted on such composite tape on the New York Stock
Exchange-listed stock, or, if stock of the class or series in question is not
quoted on such composite tape on the New York Stock Exchange, or, if such
stock is not listed on such exchange, on the principal United States
Securities Exchange registered under the Act on which such stock is listed,
or, if such stock is not listed on any such exchange, the highest closing
sales price or bid quotation for such stock on the National Association of
Securities Dealers Automated Quotation System (including the National Market
System) or any system then in use, or, if no such prices or quotations are
available, the "Fair Market Value" on the day in question as determined by the
board of directors in good faith.

               "Gaming Authorities" shall mean the National Indian Gaming
Commission, or any other tribal or governmental authority regulating any form
of gaming that has jurisdiction over the corporation or its Subsidiaries.

               "Person" shall mean any natural person, corporation, firm,
partnership, association, government, governmental agency, or any other
entity, whether acting in an individual, fiduciary, or any other capacity.

               "Redemption Date" shall mean the date fixed by the board of
directors for the redemption of any shares of stock of the corporation
pursuant to section B of this Article VIII.

               "Redemption Securities" shall mean any debt or equity
securities of the corporation, any Subsidiary or any other corporation, or any
combination thereof, having such terms and conditions as shall be approved by
the board of directors and which, together with any cash to be paid as part of
the redemption price, in the opinion of any nationally recognized investment
banking firm selected by the board of directors (which may be a firm which
provides other investment banking, brokerage or other services to the
corporation), has a value, at the time notice of redemption is given pursuant
to Paragraph (4), section B of this Article VIII, at least equal to the Fair
Market Value of the shares to be redeemed pursuant to section B of this
Article VIII (assuming, in the case of Redemption Securities to be publicly
traded, such Redemption Securities were fully distributed and subject only to
normal trading activity).

               "Subsidiary" shall mean any company of which a majority of any
class of equity security is beneficially owned by the corporation.

                                  ARTICLE IX

                                  AMENDMENTS

     These bylaws may be altered, amended or repealed or new bylaws may be
adopted: (a) by the board of directors at any regular or special meeting of
the board of directors; or (b) by the at any annual or special meeting of
stockholders, if notice of such alteration, amendment, repeal or adoption of
new bylaws be contained in the notice of such annual or special meeting of the
stockholders.