BY-LAWS
                                       OF
                           OUTSOURCING SOLUTIONS INC.



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                                TABLE OF CONTENTS


       PAGE

ARTICLE I.       STOCKHOLDERS                                                 1

Section 1.       Annual Meeting                                               1
Section 2.       Special Meetings                                             1
Section 3.       Notice of Meetings                                           1
Section 4.       Quorum                                                       1
Section 5.       Organization of Meetings                                     1
Section 6.       Voting                                                       1
Section 7.       Inspectors of Election                                       2
Section 8.       Action by Consent                                            2

ARTICLE II.      DIRECTORS                                                    2

Section 1.       Number, Quorum, Term, Vacancies, Removal                     2
Section 2.       Meetings, Notice                                             3
Section 3.       Committees                                                   3
Section 4.       Action by Consent                                            3
Section 5.       Compensation                                                 3

ARTICLE III.     OFFICERS                                                     3

Section 1.       Titles and Election                                          3
Section 2.       Terms of Office                                              3
Section 3.       Removal                                                      3
Section 4.       Resignations                                                 3
Section 5.       Vacancies                                                    4
Section 6.       Chairman of the Board                                        4
Section 7.       President                                                    4
Section 8.       Vice Presidents                                              4
Section 9.       Secretary                                                    4
Section 10.      Treasurer                                                    4
Section 11.      Duties of Officers may be Delegated                          4

ARTICLE IV.      INDEMNIFICATION                                              4

Section 1.       Actions by Others                                            4
Section 2.       Actions by or in the Right of the Corporation                5
Section 3.       Successful Defense                                           5
Section 4.       Specific Authorization                                       5
Section 5.       Advance of Expenses                                          5
Section 6.       Right of Indemnity of any Provisions of this Article         6

ARTICLE V.       CAPITAL STOCK                                                6

Section 1.       Certificates                                                 6
Section 2.       Transfer                                                     6
Section 3.       Record Dates                                                 6
Section 4.       Lost Certificates                                            7



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ARTICLE VI.      CHECKS, NOTES, ETC.                                          7

Section 1.       Checks, Notes, Etc.                                          7

ARTICLE VII.     MISCELLANEOUS PROVISIONS                                     7

Section 1.       Offices                                                      7
Section 2.       Fiscal Year                                                  7
Section 3.       Corporate Seal                                               7
Section 4.       Books                                                        7
Section 5.       Voting of Stock                                              7

ARTICLE VIII.    AMENDMENTS                                                   7

Section 1.       Amendments                                                   7







































                                       ii


<PAGE>


                                     BY-LAWS

                                       OF

                           OUTSOURCING SOLUTIONS INC.

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.  Annual  Meeting.  The  annual  meeting  of the  stockholders  of the
Corporation  shall be held either  within or without the State of  Delaware,  at
such place as the Board of Directors may designate in the call or in a waiver of
notice thereof,  on the first Monday in May of each year beginning with the year
1996 (or if such day be a legal holiday,  then on the next  succeeding day not a
holiday)  at 10  a.m.,  for  the  purpose  of  electing  directors  and  for the
transaction  of such  other  business  as may  properly  be  brought  before the
meeting.

Section 2. Special Meetings.  Special Meetings of the stockholders may be called
by the  Board of  Directors  or by the  President,  and  shall be  called by the
President or by the Secretary upon the written  request of the holders of record
of at  least  twenty-five  per  cent  (25%)  of  the  shares  of  stock  of  the
Corporation,  issued and  outstanding and entitled to vote, at such times and at
such place  either  within or without  the State of Delaware as may be stated in
the call or in a waiver of notice thereof.

Section 3. Notice of  Meetings.  Notice of the time,  place and purpose of every
meeting of  stockholders  shall be delivered  personally or mailed not less than
ten days nor more than sixty days previous thereto to each stockholder of record
entitled to vote, at his post office  address  appearing upon the records of the
Corporation  or at such other address as shall be furnished in writing by him to
the Corporation  for such purpose.  Such further notice shall be given as may be
required by law or by these  By-Laws.  Any meeting may be held without notice if
all  stockholders  entitled  to vote are  present  in person or by proxy,  or if
notice is waived in writing,  either  before or after the meeting,  by those not
present.

Section 4. Quorum. The holders of record of at least a majority of the shares of
the stock of the  Corporation,  issued and  outstanding  and  entitled  to vote,
present in person or by proxy,  shall, except as otherwise provided by law or by
these By-Laws, constitute a quorum at all meetings of the stockholders; if there
be no such  quorum,  the  holders  of a  majority  of such  shares so present or
represented  may adjourn the meeting from time to time until a quorum shall have
been obtained.

Section 5.  Organization  of  Meetings.  Meetings of the  stockholders  shall be
presided  over by the  Chairman  of the Board,  if there be one, or if he is not
present by the President, or if he is not present, by a chairman to be chosen at
the meeting.  The Secretary of the  Corporation,  or in his absence an Assistant
Secretary, shall act as Secretary of the meeting, if present.

Section 6. Voting. At each meeting of stockholders, except as otherwise provided
by statute or the Certificate of Incorporation,  every holder of record of stock
entitled  to vote shall be  entitled  to one vote in person or by proxy for each
share of such stock  standing  in his name on the  records  of the  Corporation.
Elections  of  directors  shall be  determined  by a plurality of the votes cast
thereat  and,  except as  otherwise  provided by  statute,  the  Certificate  of
Incorporation,  or these  By-Laws,  all other  action shall be  determined  by a
majority  of the votes  cast at such  meeting.  Each  proxy to vote  shall be in
writing and signed by the stockholder or by his duly authorized attorney.

At all  elections of  directors,  the voting shall be by ballot or in such other
manner as may be  determined by the  stockholders  present in person or by proxy
entitled to vote at such election. With respect to any other matter presented to
the stockholders for their consideration at a meeting,  any stockholder entitled
to vote may, on any question, demand a vote by ballot.

A  complete  list of the  stockholders  entitled  to vote at each such  meeting,
arranged in  alphabetical  order,  with the  address of each,  and the number of
shares  registered  in the name of each  stockholder,  shall be  prepared by the
Secretary  and  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 7.  Inspectors  of  Election.  The Board of  Directors in advance of any
meeting of stockholders may appoint one or more Inspectors of Election to act at
the meeting or any  adjournment  thereof.  If  Inspectors of Election are not so
appointed,  the  chairman  of  the  meeting  may,  and  on  the  request  of any
stockholder  entitled to vote, shall appoint one or more Inspectors of Election.
Each  Inspector of Election,  before  entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  Inspector  of
Election at such meeting with strict  impartiality  and according to the best of
his ability. If appointed, Inspectors of Election shall take charge of the polls
and, when the vote is completed,  shall make a certificate  of the result of the
vote taken and of such other facts as may be required by law.

Section 8. Action by Consent.  Any action  required or  permitted to be taken at
any meeting of stockholders may be taken without a meeting, without prior notice
and without a vote,  if,  prior to such  action,  a written  consent or consents
thereto, setting forth such action, is signed by the holders of record of shares
of the stock of the  Corporation,  issued and  outstanding  and entitled to vote
thereon,  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.

                                   ARTICLE II

                                    DIRECTORS

Section 1. Number, Quorum, Term Vacancies Removal. The Board of Directors of the
Corporation shall consist of at least six and not more than fifteen persons. The
number of directors  may be changed by a resolution  passed by a majority of the
whole  Board or by a vote of the holders of record of at least a majority of the
shares of stock of the Corporation, issued and outstanding and entitled to vote.

A majority of the members of the Board of Directors then holding office (but not
less  than  one-third  of the  total  number  of  directors  nor  less  than two
directors) shall constitute a quorum for the transaction of business,  but if at
any meeting of the Board there shall be less than a quorum  present,  a majority
of those  present may adjourn the meeting from time to time until a quorum shall
have been obtained.

Directors  shall hold  office  until the next  annual  election  and until their
successors  shall have been  elected  and shall have  qualified,  unless  sooner
displaced.

Whenever any vacancy shall have occurred in the Board of Directors, by reason of
death,  resignation,  or  otherwise,  other than  removal of a director  with or
without cause by a vote of the stockholders, it shall be filled by a majority of
the remaining directors, though less than a quorum (except as otherwise provided
by law),  or by the  stockholders,  and the person so chosen  shall hold  office
until the next annual  election and until his  successor is duly elected and has
qualified.

Any one or more of the directors of the  Corporation  may be removed either with
or  without  cause at any time by a vote of the  holders of record of at least a
majority of the shares of stock of the  Corporation,  issued and outstanding and
entitled to vote,  and thereupon the term of the director or directors who shall
have been so removed shall  forthwith  terminate and there shall be a vacancy or
vacancies in the Board of Directors,  to be filled by a vote of the stockholders
as provided in these By-Laws.

Section 2. Meetings, Notice. Meetings of the Board of Directors shall be held at
such place either  within or without the State of Delaware,  as may from time to
time be fixed by resolution of the Board,  or as may be specified in the call or
in a waiver of notice thereof.  Regular meetings of the Board of Directors shall
be held at such  times as may from  time to time be fixed by  resolution  of the
Board,  and  special  meetings  may be held at any  time  upon  the  call of two
directors,  the Chairman of the Board, if one be elected,  or the President,  by
oral,  telegraphic or written  notice,  duly served on or sent or mailed to each
director not less than two days before such meeting.  A meeting of the Board may
be held without notice  immediately  after the annual meeting of stockholders at
the same  place at which  such  meeting  was held.  Notice  need not be given of
regular  meetings of the Board.  Any meeting may be held without notice,  if all
directors are present, or if notice is waived in writing, either before or after
the meeting, by those not present.

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

Section  3.  Committees.  The Board of  Directors  may,  in its  discretion,  by
resolution  passed by a majority of the whole  Board,  designate  from among its
members one or more committees which shall consist of two or more directors. The
Board may  designate  one or more  directors  as  alternate  members of any such
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  Such committees shall have and may exercise such powers as shall
be conferred or authorized by the resolution  appointing them. A majority of any
such  committee  may  determine  its  action  and fix the time and  place of its
meetings, unless the Board of Directors shall otherwise provide. The Board shall
have power at any time to change the membership of any such  committee,  to fill
vacancies in it, or to dissolve it.

Section 4. Action by Consent.  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 prior to such action a written consent or consents thereto
is signed by all members of the Board,  or of such committee as the case may be,
and such written consent or consents is filed with the minutes of proceedings of
the Board or committee.

Section 5.  Compensation.  The Board of Directors  may  determine,  from time to
time, the amount of compensation  which shall be paid to its members.  The Board
of Directors shall also have power, in its discretion,  to allow a fixed sum and
expenses for attendance at each regular or special  meeting of the Board,  or of
any committee of the Board;  in addition the Board of Directors  shall also have
power, in its discretion, to provide for and pay to directors rendering services
to the  Corporation  not  ordinarily  rendered by  directors,  as such,  special
compensation  appropriate  to the value of such  services,  as determined by the
Board from time to time.

                                   ARTICLE III

                                    OFFICERS

Section 1. Titles and Election.  The officers of the  Corporation,  who shall be
chosen by the Board of Directors at its first meeting after each annual  meeting
of stockholders, shall be a President, a Treasurer and a Secretary. The Board of
Directors from time to time may elect a Chairman of the Board,  one or more Vice
Presidents, Assistant Secretaries,  Assistant Treasurers and such other officers
and agents as it shall deem  necessary,  and may define their powers and duties.
Any number of offices may be held by the same person.

Section 2. Terms of Office. The officer shall hold office until their successors
are chosen and qualify.

Section 3. Removal. Any officer may be removed, either with or without cause, at
any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.  Resignations.  Any officer may resign at any time by giving  written
notice to the Board of Directors or to the  Secretary.  Such  resignation  shall
take effect at the time  specified  therein,  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

Section 5.  Vacancies.  If the office of any officer or agent becomes  vacant by
reason of death, resignation, retirement, disqualification,  removal from office
or otherwise,  the  directors may choose a successor,  who shall hold office for
the unexpired term in respect of which such vacancy occurred.

Section 6. Chairman of the Board. The Chairman of the Board of Directors, if one
be elected,  shall  preside at all meetings of the Board of Directors and of the
stock  holders,  and he shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

Section 7. President.  The President shall be the Chief Executive Officer of the
Corporation  and, in the absence of the Chairman,  shall preside at all meetings
of the Board of Directors, and of the stockholders. He shall exercise the powers
and perform the duties usual to the chief executive  officer and, subject to the
control of the Board of Directors,  shall have general management and control of
the affairs and  business of the  Corporation;  he shall  appoint and  discharge
employees  and agents of the  Corporation  (other than  officers  elected by the
Board of Directors) and fix their compensation; and he shall see that all orders
and resolutions of the Board of Directors are carried into effect. He shall have
the power to  execute  bonds,  mortgages  and other  contracts,  agreements  and
instruments  of the  Corporation,  and shall do and perform such other duties as
from time to time may be assigned to him by the Board of Directors.

Section 8. Vice  Presidents.  If chosen,  the Vice  Presidents,  in the order of
their seniority, shall, in the absence or disability of the President,  exercise
all of the powers and duties of the President.  Such Vice Presidents  shall have
the power to execute bonds, notes, mortgages and other contracts, agreements and
instruments  of the  Corporation,  and shall do and  perform  such other  duties
incident to the office of Vice  President and as the Board of Directors,  or the
President shall direct.

Section 9.  Secretary.  The Secretary shall attend all sessions of the Board and
all  meetings  of the  stockholders  and  record  all votes and the  minutes  of
proceedings in a book to be kept for that purpose. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of Directors,
and  shall  perform  such  other  duties  as may be  prescribed  by the Board of
Directors.  The  Secretary  shall  affix the  corporate  seal to any  instrument
requiring it, and when so affixed,  it shall be attested by the signature of the
Secretary or an Assistant  Secretary or the Treasurer or an Assistant  Treasurer
who may affix the seal to any such  instrument  in the event of the  absence  or
disability of the  Secretary.  The Secretary  shall have and be the custodian of
the stock  records and all other  books,  records and papers of the  Corporation
(other  than  financial)  and shall  see that all  books,  reports,  statements,
certificates  and other documents and records  required by law are properly kept
and filed.

Section 10.  Treasurer.  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.  He shall disburse the funds of the  Corporation as may be ordered by
the Board,  taking proper vouchers for such  disbursements,  and shall render to
the directors  whenever they may require it, an account of all his  transactions
as Treasurer and of the financial condition of the Corporation.

Section  11.  Duties of  Officers  may be  Delegated.  In case of the absence or
disability of any officer of the  Corporation,  or for any other reason that the
Board may deem  sufficient,  the Board may  delegate,  for the time  being,  the
powers or duties,  or any of them, of such officer to any other  officer,  or to
any director.

                                   ARTICLE IV

                                 INDEMNIFICATION

Section 1. Actions by Others. The Corporation (1) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or an officer of the Corporation
and (2) except as otherwise required by Section 3 of this Article, may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  director,   officer,   employee,  agent  of  or  participant  in  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses (including attorneys' fees), judgments,  fines and amounts actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  Corporation,  and with  respect  to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

Section 2. Actions by or in the Right of the Corporation.  The Corporation shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the Corporation,  or is or was
serving at the  request of the  Corporation  as a director,  officer,  employee,
agent of or  participant  in another  corporation,  partnership,  joint venture,
trust or other enterprise against expenses (including  attorneys' fees) actually
and reasonably  incurred by him in connection  with the defense or settlement of
such  action or suit if he acted in good  faith  and in a manner  he  reasonably
believed to be in or not opposed to the best  interests of the  Corporation  and
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct  in the  performance  of his duty to the  Corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which such action or suit was brought shall determine upon application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses  which the  Delaware  Court of  Chancery or such other court shall deem
proper.

Section  3.  Successful  Defense.  To the  extent  that a person who is or was a
director,  officer,  employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or Section 2 of this Article,  or in defense of any claim, issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection  therewith.

Section  4.  Specific  Authorization.  Any  indemnification  under  Section 1 or
Section  2 of this  Article  (unless  ordered  by a court)  shall be made by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Sections  1 and 2.  Such  determination  shall be made (1) by the Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or,  even if  obtainable  a quorum of  disinterested  directors  so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

Section 5. Advance of Expenses.  Expenses  incurred by any person who may have a
right of  indemnification  under this  Article in  defending a civil or criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final disposition of such action,  suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation pursuant to this Article.

Section 6. Right of Indemnity not  Exclusive.  The  indemnification  provided by
this  Article  shall not be deemed  exclusive of any other rights to which those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

Section 7. Insurance.  The  Corporation  may purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,  officer,  employee or agent of or participant in another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against him and 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,
Section  145  of  the  General  Corporation  Law of the  State  of  Delaware  or
otherwise.

Section 8.  Invalidity  of any  Provisions of this  Article.  The  invalidity or
unenforceability  of any provision of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.

                                    ARTICLE V

                                  CAPITAL STOCK

Section 1.  Certificates.  The interest of each  stockholder of the  Corporation
shall be evidenced by certificates for shares of stock in such form as the Board
of Directors may from time to time prescribe. The certificates of stock shall be
signed  by the  President  or a Vice  President  and  by the  Secretary,  or the
Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the
seal of the Corporation or a facsimile thereof, and countersigned and registered
in such manner,  if any, as the Board of Directors may by resolution  prescribe.
Where any such  certificate is  countersigned by a transfer agent other than the
Corporation  or its  employee,  or  registered  by a  registrar  other  than the
Corporation  or its  employee,  the  signature  of  any  such  officer  may be a
facsimile  signature.  In case any officer or officers who shall have signed, or
whose  facsimile  signature  or  signatures  shall  have been used on,  any such
certificate  or  certificates  shall cease to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate or certificates  shall have been delivered by the Corporation,  such
certificate or certificates  may  nevertheless be adopted by the Corporation and
be issued  and  delivered  as though  the  person or  persons  who  signed  such
certificate or  certificates or whose  facsimile  signature or signatures  shall
have been used  thereon  had not ceased to be such  officer or  officers  of the
Corporation.

Section 2. Transfer. The shares of stock of the Corporation shall be transferred
only upon the books of the Corporation by the holder thereof in person or by his
attorney, upon surrender for cancellation of certificates for the same number of
shares,  with an assignment and power of transfer  endorsed  thereon or attached
thereto, duly executed,  with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require.

Section 3. Record Dates.  The Board of Directors may fix in advance a date,  not
less than ten nor more than  sixty  days  preceding  the date of any  meeting of
stockholders,  or the date for the payment of any dividend,  or the date for the
distribution or allotment of any rights, or the date when any change, conversion
or exchange  of capital  stock  shall go into  effect,  as a record date for the
determination  of the  stockholders  entitled  to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or to receive
any  distribution  or  allotment  of such  rights,  or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case only such  stockholders  as shall be  stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such  meeting,  or to
receive payment of such dividend,  or to receive such  distribution or allotment
or rights or to exercise such rights,  as the case may be,  notwithstanding  any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

Section  4. Lost  Certificates.  In the event that any  certificate  of stock is
lost, stolen,  destroyed or mutilated,  the Board of Directors may authorize the
issuance  of a new  certificate  of the same  tenor  and for the same  number of
shares in lieu thereof. The Board may in its discretion,  before the issuance of
such new  certificate,  require  the owner of the  lost,  stolen,  destroyed  or
mutilated  certificate,  or the  legal  representative  of the  owner to make an
affidavit or affirmation setting forth such facts as to the loss, destruction or
mutilation  as it deems  necessary,  and to give the  Corporation a bond in such
reasonable sum as it directs to indemnify the Corporation.

                                   ARTICLE VI

                               CHECKS, NOTES, ETC.

Section 1. Checks,  Notes, Etc. All checks and drafts on the Corporation's  bank
accounts and all bills of exchange and promissory  notes,  and all  acceptances,
obligations and other instruments for the payment of money, may be signed by the
President or any Vice  President and may also be signed by such other officer or
officers, agent or agents, as shall be thereunto authorized from time to time by
the Board of Directors.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

Section 1. Offices. The registered office of the Corporation shall be located at
the office of The Corporation Trust Company,  in the City of Wilmington,  County
of New  Castle,  in the  State of  Delaware  and said  Corporation  shall be the
registered agent of this Corporation in charge thereof. The Corporation may have
other  offices  either within or without the State of Delaware at such places as
shall be determined  from time to time by the Board of Directors or the business
of the Corporation may require.

Section 2. Fiscal Year. The fiscal year of the  Corporation  shall be determined
by the Board of Directors.

Section 3. Corporate Seal. The seal of the Corporation shall be circular in form
and  contain  the  name  of the  Corporation,  and the  year  and  state  of its
incorporation.  Such seal may be altered from time to time at the  discretion of
the Board of Directors.

Section 4. Books.  There shall be kept at such office of the  Corporation as the
Board of  Directors  shall  determine,  within or without the State of Delaware,
correct  books and  records  of account of all its  business  and  transactions,
minutes  of  the  proceedings  of  its  stockholders,  Board  of  Directors  and
committees,  and the stock  book,  containing  the names  and  addresses  of the
stockholders,  the number of shares  held by them,  respectively,  and the dates
when they  respectively  became the owners of record  thereof,  and in which the
transfer of stock shall be  registered,  and such other books and records as the
Board of Directors may from time to time determine.

Section 5. Voting of Stock.  Unless  otherwise  specifically  authorized  by the
Board of Directors, all stock owned by the Corporation,  other than stock of the
Corporation, shall be voted, in person or by proxy, by the President or any Vice
President of the Corporation on behalf of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

Section 1.  Amendments.  The vote of the  holders of at least a majority  of the
shares of stock of the Corporation, issued and outstanding and entitled to vote,
shall be  necessary  at any  meeting of  stockholders  to amend or repeal  these
By-Laws or to adopt new  by-laws.  These ByLaws may also be amended or repealed,
or new bylaws  adopted,  at any meeting of the Board of Directors by the vote of
at least a majority of the entire Board; provided that any by-law adopted by the
Board may be amended or  repealed  by the  stockholders  in the manner set forth
above.


Any  proposal to amend or repeal  these  By-Laws or to adopt new bylaws shall be
stated  in  the  notice  of  the  meeting  of  the  Board  of  Directors  or the
stockholders, or in the waiver of notice thereof, as the case may be, unless all
of the  directors  or the holders of record of all of the shares of stock of the
Corporation,  issued and  outstanding  and entitled to vote, are present at such
meeting.