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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                              NORDSTROM CREDIT, INC

                        Amended and Restated May 19, 1998

                                    ARTICLE I
                                     Offices

         The principal place of business of the corporation in the state of
Colorado shall be located at 13531 East Caley, Englewood, Colorado 80111. The
corporation may have such other offices, either within or without the state as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

         The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in the state of Colorado may be, but
need not be, identical with the principal office in the state of Colorado, and
the address of the registered office and the registered agent may be changed
from time to time by the Board of Directors or by officers designated by the
Board of Directors upon filing a statement as specified by law in the Office of
the Secretary of State of Colorado. The initial registered office and registered
agent are as specified in the Articles of Incorporation.

                                   ARTICLE II
                                  Shareholders

         Section 1. Annual Meetings. The annual meeting of the shareholders
shall be held on the third Tuesday in the month of May in each year at the hour
of two o'clock p.m., or any other times as fixed by action of the shareholders,
for the purpose of electing directors and the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday in the state of Colorado, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

         Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, or the holders of not less than
one-tenth of all outstanding shares of the corporation entitled to vote at the
meeting.

         Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the state of Colorado, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of Colorado,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be 1501 Fifth
Avenue, Seattle, Washington 98101.

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         Section 4. Notice of Meetings. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting; except that (i) if the
authorized shares are to be increased, at least thirty days' notice shall be
given, and (ii) when it is proposed that all or substantially all of the
property and assets of the corporation be sold, leased, exchanged or otherwise
disposed of other than in the usual course of business or other than in
liquidation (but not by way of mortgage or pledge), at least twenty days' notice
shall be given. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

         Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made, as provided in
this section, such determination shall apply to any adjournment thereof.

         Section 6. Voting Record. For at least ten days before each meeting,
the officer or agent having charge of the stock transfer books for shares of the
corporation shall make and keep on file at the registered office of the
corporation a complete record of the shareholders entitled to vote at that
meeting of shareholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each. That record
shall be produced and kept open at the principal office of the corporation and
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during usual business hours of the corporation and during the
whole time of the meeting for the purposes thereof.

         Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such

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adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

         Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         Section 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders and, if a quorum is present, the affirmative vote of the
majority of such shares represented at the meeting shall be the act of the
shareholders.

         Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver is
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Neither shares of its own stock held by the corporation, nor those held
by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

         Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all of the shareholders
entitled to vote with respect to the subject matter thereof. Such consent may be
executed in counterparts and shall be effective as of the date of the last
signature thereon, unless the consent specifies a different effective date. The
record date for determining shareholders entitled to take such action is the
date the first shareholder signs the consent.

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                                   ARTICLE III
                               Board of Directors

         Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.

         Section 2. Number, Tenure and Qualifications. The number of directors
of this corporation shall be no fewer than three; provided, however, that if all
outstanding shares are held of record by fewer than three shareholders, then
there need be only as many directors as there are shareholders of record.
Subject to such limitation, the number of directors shall be fixed by resolution
of the Board of Directors, and may be increased or decreased by resolution of
the Board of Directors, but no decrease shall have the effect of shortening the
term of any incumbent director. Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and qualified, or until removed from office if earlier removed with or without
cause by affirmative vote of a majority of the outstanding shares entitled to
vote. Directors need not be residents of the state of Colorado or shareholders
of the corporation.

         Section 3. Regular Meeting. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the state
of Colorado, for the holding of additional regular meetings without other notice
than such resolution.

         Section 4. Special Meetings. Special meetings of the Board of Directors
or any committee designated by the Board of Directors may be called by or at the
request of the President or any two directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the state of Colorado, as the place for holding any special
meeting of the Board of Directors called by them.

         Section 5. Notice. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director objects, at the beginning of the meeting, to the holding
of the meeting or the transacting of business at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

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         Section 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         Section 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
directors.

         Section 9. Removal. Any director or the entire Board of Directors may
be removed, with or without cause, by affirmative vote of a majority of the
outstanding shares entitled to vote at a meeting of shareholders called
expressly for that purpose.

         Section 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining 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 may be filled by election by the Board of Directors for a term of the
office continuing only until the next election of directors by the shareholders.

         Section 11. Compensation. Unless and until otherwise provided by
resolution of the Board of Directors, no salary or fees shall be payable to the
directors for their services as directors or in connection with their attendance
at meetings of directors.

         Section 12. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
objects at the beginning of such meeting to the holding of such meeting or the
transaction of business at such meeting, he contemporaneously requests that his
dissent shall be entered in the minutes of the meeting, or he shall give his
written dissent to such action to the person acting as the presiding officer of
the meeting before the adjournment thereof, or to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

         Section 13. Telephonic Meetings. Members of the Board of Directors or
any committee designated by the Bylaws or appointed by the Board of Directors
may participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

                                    ARTICLE IV
                                    Officers

         Section 1. Number. The officers of the corporation shall be a Chairman
of the Board of Directors, a President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, and a
Treasurer, each of whom shall be elected by the Board of Directors. In addition,
the Board of Directors may appoint one or more assistant secretaries and
assistant treasurers. Any two or more offices may be held by the same person,
except the offices of President and Secretary, except that when all of the
issued and outstanding stock of the

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corporation is owned of record by one shareholder, one person may hold all or
any combination of offices.

         Section 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

         Section 3. Resignation or Removal. Any officer or agent may be removed,
with or without cause, by the Board of Directors, whenever in its judgment, the
best interests of the corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         Section 4. Vacancies . A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 5. Chairman of the Board of Directors. The Chairman of the
Board of Directors, subject to the authority of the Board of directors, shall
preside at meetings of shareholders, directors, and together with the President,
shall have general supervision and control over the business and affairs of the
corporation, and shall have such other authority and responsibilities as the
Board of Directors may from time to time determine. He may sign, with the
Secretary or any other proper officer of the corporation thereunder authorized
by the Board of Directors, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
corporation; he may sign any and all documents in the ordinary course of
business with or without the signature of a second corporate officer; and in
general may perform all duties which are normally incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.

         Section 6. President. The President shall have general supervision and
control over the business and affairs of the corporation subject to the
authority of the Board of Directors. He may sign, with the Secretary or any
other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; he may sign any and all documents in
the ordinary course of business with or without the signature of a second
corporate officer; and in general shall perform all duties incident to the
office of President and such other duties, as may be prescribed by the Board of
Directors from time to time.

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         Section 7. The Vice President. In the absence of the President or in
the event of his death, inability or refusal to act, the Executive Vice
President, if one is designated, and otherwise the Vice Presidents in the order
designated at the time of their election 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. Any Vice President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation and shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.

         Section 8. The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents and the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholders; (e) sign with the President, or
a Vice President, certificates for shares of the corporation, or contracts,
deeds or mortgages the issuance or execution of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation subject to the authority delegated to a
transfer agent or registrar if appointed; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

         Section 9. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; and
(c) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.

         Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice President certificates for shares of the corporation or
contracts, deeds or mortgages for the issuance or execution of which shall have
been authorized by a resolution of the Board of Directors. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sum and with such surety or
sureties as the Board of Directors shall determine. The Assistant Secretaries
and Assistant Treasurers, in general, shall perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

         Section 10. Compensation. The compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation. Election or appointment of an officer shall not of
itself create a contractual right to compensation for services performed as such
officer.

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                                    ARTICLE V
                               Executive Committee

         Section 1. Appointment. The Board of Directors by resolution adopted by
a majority of the full Board, may designate two or more of its members to
constitute an Executive Committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

         Section 2. Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority to do any of the
following: (i) declare dividends or distributions; (ii) approve or recommend to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders; (iii) fill vacancies on the Board of
Directors or any committee thereof; (iv) amend these Bylaws; (v) approve a plan
of merger not requiring shareholder approval; (vi) reduce earned or capital
surplus; (vii) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors; or (viii)
authorize or approve the issuance or sale of or any contract to issue or sell
shares, or designate the terms of a series of a class of shares, except that the
Board of Directors, having acted regarding general authorization for the
issuance or sale of shares or any contract therefor and, in the case of a
series, the designation thereof, may, pursuant to a general formula or method
specified by the Board by resolution or by adoption of a stock option or other
plan, authorize a committee to fix the terms of any contract for the sale of the
shares and to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the dividend rate, provisions for
redemption, sinking fund, conversion or voting or preferential rights, and
provision for other features of a class of shares or a series of a class of
shares, with full power in such committee to adopt any final resolution setting
forth all terms thereof and to authorize the statement of the terms of a series
for filing with the Secretary of State under the Colorado Business Corporation
Act.

         Section 3. Tenure and Qualifications. Each member of the Executive
committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.

         Section 4. Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time by resolution. Special meetings of the Executive Committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business address. Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.

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         Section 5. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting thereof
and action of the Executive Committee must be authorized by the affirmative vote
of a majority of the members present at a meeting at which a quorum is present.

         Section 6. Action Without a Meeting. Any action that may be taken by
the Executive Committee at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
members of the Executive Committee.

         Section 7. Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

         Section 8. Resignations and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the President or Secretary of the corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Section 9. Procedure. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

                                   ARTICLE VI
                      Contracts, Loans, Checks and Deposits

         Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section 2. 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 of the Board of Directors. Such authority may be
general or confined to specific instances.

         Section 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

         Section 4. Deposits. 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 select.

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                                   ARTICLE VII
                   Certificates for Shares and Their Transfer

         Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or by the Secretary or
an Assistant Secretary and sealed with the corporate seal or a facsimile
thereof. The signatures of such officers upon a certificate may be facsimiles if
the certificate is manually signed on behalf of a transfer agent, or registered
by a registrar, other than the corporation itself or one of its employees. All
certificates for shares shall be consecutively numbered or otherwise identified.
Each certificate representing shares shall state upon its face (a) that the
corporation is organized under the laws of the state of Colorado, (b) the name
of the person to whom issued, (c) the number and class of the shares and the
designation of the series, if any, that the certificate represents, (d) the par
value, if any, of each share represented by the certificate and (e) any
restrictions imposed by the corporation upon the transfer of the shares
represented by the certificate. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.

         Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the corporation,
or with its transfer agent, if any, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed by the corporation to be the owner thereof
for all purposes.

                                  ARTICLE VIII
                                   Fiscal Year

         The fiscal year of the corporation shall begin on the first day of
February and end on the thirty-first day of January in each year.

                                   ARTICLE IX
                                    Dividends

         The Board of Directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner, and upon
the terms and conditions provided by law and its Articles of Incorporation.

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                                    ARTICLE X
                                 Corporate Seal

         The Board of Directors shall adopt a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                                   ARTICLE XI
                                Waiver of Notice

         Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the
Colorado Business Corporation Act, 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 XII
                                   Amendments

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                                  ARTICLE XIII
               Indemnification of Directors, Officers, and Others

         Section 1. Definitions. As used in this Article XIII, (a) "Corporation"
includes any domestic or foreign predecessor entity of the corporation in a
merger, consolidation or other transaction in which the predecessor's existence
ceased upon consummation of the transaction; (b) "Director or officer" means an
individual who is or was a director or officer of the corporation and an
individual who, while a director or officer of the corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan. A
director or officer shall be considered to be serving an employee benefit plan
at the corporation's request if his duties to the corporation also impose duties
on or otherwise involve services by him to the plan or to participants in or
beneficiaries of the plan. "Director or officer" includes, unless the context
otherwise requires, the estate or personal representative of a director or
officer; (c) "Expenses" includes attorney fees; (d) "Liability" means the
obligation to pay a judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan) or reasonable expense
incurred with respect to a proceeding; (e) "Official capacity," when used with
respect to a director or officer, means the office of director or officer in the
corporation. "Official capacity" does not include service for any other foreign
or domestic corporation or for any partnership, joint venture, trust, other
enterprise, or employee benefit plan; (f) "Party" includes an individual who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding; (g) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal.

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         Section 2. Mandatory Indemnification.

         (a)      Except as provided in paragraph (d) of this Section 2, the
corporation shall indemnify against liability incurred in any proceeding an
individual made a party to the proceeding because he is or was a director or
officer if:

                  (i)      He conducted himself in good faith;

                  (ii)     He reasonably believed:

                           (A)      In the case of conduct in his official
                  capacity with the corporation, that his conduct was in the
                  corporation's best interests; or

                           (B)      In all other cases, that his conduct was at
                  least not opposed to the corporation's best interests; and

                  (iii)    In the case of any criminal proceeding, he had no
         reasonable cause to believe his conduct was unlawful.

         (b)      A director's or officer's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirements of Section 2(a)(ii)(B). A director's or officer's conduct with
respect to an employee benefit plan for a purpose that he did not reasonably
believe to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of Section 2(a)(i).

         (c)      The termination of any proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
is not of itself determinative that the individual did not meet the standard of
conduct set forth in paragraph (a) of this Section 2.

         (d)      The corporation may not indemnify a director or officer under
this Section 2 either:

                  (i)      In connection with a proceeding by or in the right of
         the corporation in which the director or officer was adjudged liable to
         the corporation; or

                  (ii)     In connection with any proceeding charging improper
         personal benefit to the director or officer, whether or not involving
         action in his official capacity, in which he was adjudged liable on the
         basis that personal benefit was improperly received by him.

         (e)      Indemnification permitted under this Section 2 in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

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         Section 3. Authorization.

         (a)      The corporation shall not indemnify a director or officer
under Section 2 unless authorized in the specific case after a determination has
been made that indemnification of the director or officer is permissible in the
circumstances because he has met the standard of conduct set forth in paragraph
(a) of Section 2.

         (b)      The determination required to be made by paragraph (a) of this
Section 3 shall be made:

                  (i)      By the Board of Directors by a majority vote of a
         quorum, which quorum shall consist of directors not parties to the
         proceeding; or

                  (ii)     If a quorum cannot be obtained, by a majority vote of
         a committee of the Board designated by the Board, which committee shall
         consist of two or more directors not parties to the proceeding; except
         that directors who are parties to the proceeding may participate in the
         designation of directors for the committee.

         (c)      If the quorum cannot be obtained or the committee cannot be
established under paragraph (b) of this Section 3, or even if a quorum is
obtained or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph (a) of this Section 3 shall be
made:

                  (i)      By independent legal counsel selected by a vote of
         the Board of Directors or the committee in the manner specified in
         subparagraph (i) or (ii) of paragraph (b) of this Section 3 or, if a
         quorum of the full Board cannot be obtained and a committee cannot be
         established, by independent legal counsel selected by a majority vote
         of the full Board; or

                  (ii)     By the shareholders.

         (d)      Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is required; except that, if the determination that
indemnification is required is made by independent legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses shall be made
by the body that selected said counsel.

         Section 4. Advance Payment.

         (a)      The corporation shall pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a proceeding in
advance of the final disposition of the proceeding if:

                  (i)      The director or officer furnishes the corporation a
         written affirmation of his good-faith belief that he has met the
         standard of conduct described in Section 2(a);

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<PAGE>

                  (ii)     The director or officer furnishes the corporation a
         written undertaking, executed personally or on his behalf, to repay the
         advance if it is determined that he did not meet such standard of
         conduct; and

                  (iii)    A determination is made that the facts then known to
         those making the determination would not preclude indemnification under
         this Section 4.

         (b)      The undertaking required by subparagraph (ii) of paragraph (a)
of this Section 4 shall be an unlimited general obligation of the director or
officer, but need not be secured and may be accepted without reference to
financial ability to make repayment.

         (c)      Determinations and authorizations of payments under this
Section 4 shall be made in the manner specified in Section 3.

         Section 5. Insurance. The corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary or agent of the corporation or who, while a director, officer,
employee, fiduciary or agent of the corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
fiduciary or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan
against any liability asserted against or incurred by him in any such capacity
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this
Article XIII. Any such insurance may be procured from any insurance company
designated by the Board of Directors of the corporation, whether such insurance
company is formed under the laws of Colorado or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
corporation has equity or any other interest, through stock ownership or
otherwise.

         Section 6. Notice to Shareholders. Any indemnification of or advance of
expenses to a director or officer in accordance with this section, if arising
out of a proceeding by or on behalf of the corporation, shall be reported in
writing to the shareholders with or before the notice of the next shareholders'
meeting.

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