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                             AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                                NAM CORPORATION


                                   ARTICLE I

                                 Stockholders
                                 ------------

         SECTION 1. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of
such other business as may be properly brought before the meeting.


         SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be held at any time upon the call of the Chairman
of the Board of Directors, the Chief Executive Officer ("CEO"), the President
or a majority of the Board of Directors on such date, at such time and at such
place within or without the State of Delaware as stated in the notice. A
special meeting of stockholders shall be called by the CEO, the President or
the Secretary upon the written request, stating time, place, and the purpose
or purposes of the meeting, of stockholders who together own of record a
majority of the outstanding stock of all classes entitled to vote at such
meeting.

         SECTION 3. Notice of Meetings. Except as otherwise provided in these
By-Laws or by law, a written notice of each meeting of the stockholders shall
be given not less than ten (10) nor more than sixty (60) calendar days before
the date of the meeting to each stockholder of the Corporation entitled to
vote at such meeting at such stockholder's address as it appears on the
records of the Corporation. The notice shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.


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         SECTION 4. Adjourned Meetings. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the stockholders, or the holders of any class
of stock entitled to vote separately as a class, as the case may be, may
transact any business which might have been transacted by them at the original
meeting. If the adjournment is for more than thirty (30) calendar 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 adjourned meeting.

         SECTION 5. Organization. The Chairman of the Board of Directors shall
act as chairman of all meetings of the stockholders. In the absence of the
Chairman of the Board of Directors, any director or officer designated by the
Board of Directors or, in the absence of any such designation, any person
designated by the holders of a majority in number of the shares of stock of
the Corporation present in person or represented by proxy and entitled to vote
at such meeting shall act as chairman of the meeting.

         The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
chairman of the meeting may appoint any person to act as secretary of the
meeting. It shall be the duty of the Secretary to prepare and make, at least

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ten (10) calendar days before every meeting of stockholders, a complete list
of stockholders entitled to vote at such 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, 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, for the ten (10) calendar days preceding the
meeting, to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, and shall be produced and kept at the
time and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present.

         SECTION 6. Voting. Except as otherwise provided in the Certificate of
Incorporation or by law, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation. Each stockholder entitled
to vote at a meeting of stockholders may authorize another person or persons
to act for such stockholder by proxy, but no such proxy shall be voted or
acted upon after three (3) years from its date, unless the proxy provides for
a longer period. When directed by the presiding officer or upon the demand of
any stockholder, the vote upon any matter before a meeting of stockholders
shall be by ballot. Except as otherwise provided by law or by the Certificate
of Incorporation, (a) Directors shall be elected by a plurality of the votes
cast at a meeting of stockholders by the stockholders entitled to vote in the
election, and (b) whenever any corporate action other than the election of
Directors is to be taken, it shall be authorized by a majority of the votes
cast at a meeting of stockholders by the stockholders entitled to vote
thereon.


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         Shares of the capital stock of the Corporation belonging to the
Corporation shall neither be entitled to vote nor be counted for quorum
purposes.

         SECTION 7. Procedure. At each meeting of stockholders, the chairman
of the meeting shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and
regulations as adopted by the Board of Directors, the chairman of the meeting
may establish rules, which need not be in writing, to maintain order and
safety and for the proper conduct of the meeting. Without limiting the
foregoing, he or she may:

         (a) restrict attendance at any time to bona fide stockholders of
record and their proxies and other persons in attendance;

         (b) restrict dissemination of solicitation materials and use of audio
or visual recording devices at the meeting;

         (c) establish seating arrangements;

         (d) adjourn the meeting without a vote of the stockholders, whether
or not there is a quorum present; and

         (e) make rules governing speeches and debate including time limits
and access to microphones. The chairman of the meeting acts in his or her
absolute discretion and his or her rulings are not subject to appeal.

         SECTION 8. Inspectors. The Board of Directors by resolution shall, in
advance of any meeting of stockholders, appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees,

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agents or representatives of the Corporation, to act at the meeting and make a
written report thereof. One or more persons may be designated by the Board as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the General Corporation Law of the State
of Delaware.

         SECTION 9. Action by Consent in Lieu of a Meeting. Unless otherwise
provided in the certificate of incorporation, 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 stockholders of
such stockholders, may be taken without a meeting, without prior written
notice and without a vote, if a consent 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 meeting at which all shares entitled to vote thereon were
present and voted. 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 in writing.

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                                  ARTICLE II

                              Board of Directors
                              ------------------

         SECTION 1. Number of Directors, Term of Office, Place of Meetings.
The business, property, and affairs of the Corporation shall be managed by or
under the direction of a Board of six (6) directors; provided, however, that
the Board, by resolution adopted by vote of a majority of the then authorized
number of directors, may increase or decrease the number of directors. The
directors shall be elected by the holders of shares entitled to vote thereon
at an annual meeting of stockholders, and each shall serve (subject to the
provisions of Sections 10, 11, and 12 of this Article) until the next
succeeding annual meeting of stockholders and until a respective successor has
been elected and qualified. The Board of Directors may hold its meetings in
such place or places within or without the State of Delaware as the Board of
Directors from time to time shall determine.

         SECTION 2. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such times and places as the Board
from time to time by resolution shall determine.


         SECTION 3. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of the
Board or by a majority of the Directors then in office.

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         Notice of the day, hour and place of holding of each special meeting
shall be given (i) by mailing the same at least five (5) calendar days before
the meeting or (ii) by causing the same to be transmitted by telecopier,
telegraph, cable, overnight courier, or personal service (A) at least
twenty-four (24) hours before the meeting or (B) in the case of a meeting held
in accordance with Section 7 of this Article II, at least six (6) hours before
the meeting, in each case to each Director. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at any special meeting
without specification of such business in the notice.

         SECTION 4. Quorum. A majority of the members of the Board of
Directors in office shall constitute a quorum for the transaction of business,
and, except as otherwise provided in the Certificate of Incorporation, the
vote of the majority of the Directors at any meeting of the Board of Directors
at which a quorum is present shall be the act of the Board of Directors. If at
any meeting of the Board there is less than a quorum present, a majority of
those present may adjourn the meeting from time to time.

         SECTION 5. Organization. The Chairman of the Board shall be elected
by a majority of the Board of Directors and shall serve until removed from
such position by a majority of the Board of Directors. The Chairman of the
Board shall preside at all meetings of the Board of Directors. In the absence
of the Chairman, any person selected by a majority of the Board of Directors
shall act as chairman of the meeting. The Secretary of the Corporation shall
act as secretary of all meetings of the Directors, but, in the absence of the
Secretary, the chairman of the meeting may appoint any person to act as
secretary of the meeting.

         SECTION 6. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any

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committee, who may replace any absent or disqualified member at any meeting of
the committee. 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 such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in 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, property, 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 power or
authority in reference to: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General
Corporation Law of Delaware to be submitted to stockholders for approval or
(ii) adopting, amending or repealing any by-law of the 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. Each
committee which may be established by the Board of Directors pursuant to these
By-Laws may fix its own rules and procedures. Notice of meetings of
committees, other than of regular meetings provided for by the rules, shall be
given to committee members. All action taken by committees shall be recorded
in minutes of the meetings.

         SECTION 7. Conference Telephone Meetings. Unless otherwise restricted
by the Certificate of Incorporation or by these By-Laws, the members of the
Board of Directors or any committee designated by the Board of Directors may

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participate in a meeting of the Board of Directors or such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

         SECTION 8. Consent of Directors or Committee in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation or by these
By-Laws, 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 of Directors or committee, as the case may
be, consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee, as the case may
be.

         SECTION 9. Compensation. For their services an Directors or as
members of committees, every Director shall receive such compensation,
attendance fees and other allowances as determined by resolution of the Board
of Directors.

         SECTION 10. Resignations. Any director of the Corporation, or any
member of any committee, may resign at any time by giving written notice to
the Board of Directors, the CEO, the President, or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified therein, then upon receipt thereof.
The acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 11. Removals. Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares entitled at the time to vote at an election of directors. In addition,
any Director may be removed, with or without cause, by a vote of the majority
of the Board of Directors.

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         SECTION 12. Vacancies. Any vacancy on the Board of Directors through
death, resignation, removal, disqualification, or other cause, and any
additional directorship resulting from increase in the number of directors,
may be filled at any time by a majority of the directors then in office (even
though less than a quorum remains) or by the stockholders, and, subject to the
provisions of this Article II, the person so chosen shall hold office until
his successor shall have been elected and qualified or for the unexpired term
of his predecessor. 

                                 ARTICLE III

                                   Officers
                                   --------

         SECTION 1. Officers. The officers of the Corporation shall be a CEO,
President, one or more Vice Presidents, a Chief Financial Officer ("CFO"), a
Secretary, and a Treasurer, and such additional officers, if any, as shall be
elected by the Board of Directors pursuant to the provisions of Section 2 of
this Article III. The CEO, the President, one or more Vice Presidents, the
CFO, the Secretary and the Treasurer shall be elected by the Board of
Directors at its first meeting after each annual meeting of the stockholders
unless otherwise provided by contract or by the majority of the Board of
Directors. The failure to hold such election shall not of itself terminate the
term of office of any officer. All officers shall hold office at the pleasure
of the Board of Directors. Any number of offices may be held by the same
person. Officers may, but need not, be Directors.

         All officers shall be subject to removal, with or without cause, at
any time by a vote of not less than a majority of the entire Board of
Directors or by unanimous written consent of the Board of Directors. The
removal of an officer without cause shall be without prejudice to his or

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her contract rights, if any. The election or appointment of an officer shall
not of itself create contract rights. Any vacancy caused by the death of any
officer, his or her resignation, his or her removal, or otherwise, may be
filled by a majority of the Board of Directors, and any officer so elected
shall hold office at the pleasure of the Board of Directors for the unexpired
term of his predecessor (unless such term is determined by contract).

         The officers shall have such authority and shall perform such duties
as from time to time may be determined by the Board of Directors, or the CEO
or as shall be confirmed or required by law or these By-Laws or as shall be
incidental to the office.

         SECTION 2. Additional Officers. The Board of Directors may from time
to time elect such other officers (who may but need not be Directors),
including Assistant Treasurers and Assistant Secretaries, as the Board may
deem advisable, and such officers shall have such authority and shall perform
such duties as may from time to time be assigned to them by the Board of
Directors or the CEO or as shall be conferred or required by law or these
By-Laws or as shall be incidental to the office.

                                  ARTICLE IV

                         Stock, Seal and Fiscal Year
                         ---------------------------

         SECTION 1. Transfer of Shares. Shares of stock, of the Corporation
shall be transferred on the books of the Corporation by the record holder
thereof, in person or by such holder's attorney duly authorized in writing,
upon surrender and cancellation of certificates for the number of shares of
stock to be transferred, except as otherwise required by law.

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         SECTION 2. Regulations. The Board of Directors, the CEO, the
President or the Secretary shall have power and authority to make such rules
and regulations as it or such officer may deem expedient concerning the issue,
transfer, registration, cancellation or replacement of certificates for shares
of stock of the Corporation.


         SECTION 3. Record Date. 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 in lieu of 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, as the case may be, the Board
of Directors may fix, in advance, a record date, which, unless otherwise
provided by law, shall not be more than sixty (60) calendar days nor less than
ten (10) calendar days before the date of such meeting, nor more than sixty
(60) calendar days prior to any other action.

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held, and the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. 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.

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         SECTION 4. Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors shall have the power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

         Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

         SECTION 5. Corporate Seal. The Corporation shall have a suitable
seal, containing the name of the Corporation. The Secretary shall have custody
of the seal, but he or she may authorize others to keep and use a duplicate
seal.

         SECTION 6. Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution
shall determine.

         SECTION 7. Lost Certificates. The Board of Directors or any transfer
agent of the Corporation may direct a new certificate or certificates
representing stock of the Corporation 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

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the person claiming the certificate to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors (or any transfer agent of the Corporation authorized to do so by a
resolution of 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 give the Corporation a bond in such sum as the Board of Directors (or any
transfer agent so authorized) shall direct to indemnify the Corporation
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed or the issuance of
such new certificates, and such requirement may be general or confined to
specific instances.

                                   ARTICLE V

                           Miscellaneous Provisions
                           ------------------------

         SECTION 1. Waivers of Notice. Whenever any notice whatever is
required to be given by law, by the Certificate of Incorporation or by these
By-Laws to any person or persons, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.

         SECTION 2. Stock of Other Corporations or Other Interests. Unless
otherwise ordered by the Board of Directors, the CEO, the President, the
Secretary, and such attorneys or agents of the Corporation as may be from time
to time authorized by the Board of Directors or the CEO, shall have full power

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and authority on behalf of this Corporation to attend and to act and vote in
person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares
or other securities, and at such meetings shall possess and may exercise all
the rights and powers incident to the ownership of such shares or other
securities which this Corporation, as the owner or holder thereof, might have
possessed and exercised if present. The CEO, the President, the Secretary, or
such attorneys or agents, may also execute and deliver on behalf of this
Corporation powers of attorney, proxies, consents, waivers, and other
instruments relating to the shares or securities owned or held by this
Corporation.

                                  ARTICLE VI

                                  Amendments
                                  ----------

         SECTION 1. Amendments. The holders of shares entitled at the time to
vote for the election of directors shall have power to adopt, amend, or repeal
the By-Laws of the Corporation by vote of not less than a majority of such
shares, and except as otherwise provided by law, the Board of Directors shall
have power equal in all respects to that of the stockholders to adopt, amend,
or repeal the By-Laws by vote of not less than a majority of the entire Board.
However, any By-Law adopted by the Board may be amended or repealed by vote of
the holders of a majority of the shares entitled at the time to vote for the


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election of directors. Such power to adopt, amend or repeal the By-Laws
conferred upon the Board of Directors shall not divest or limit the power of
the stockholders to adopt, amend and repeal the By-Laws.

Dated: December 17, 1997



                                       /s/ Carla Israel
                                       ----------------------------------------
                                       Carla Israel, Secretary




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