AMENDED AND RESTATED BY-LAWS

                                      OF

                         FINANCIAL FEDERAL CORPORATION

                        [DATED AS OF DECEMBER 30, 1998]



                                   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 Nevada 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.  Except as otherwise provided in the 
Articles of Incorporation, a special meeting of the stockholders of the 
Corporation may be called at any time by the Board of Directors, the Chairman 
of the Board, Chief Executive Officer or the President and shall be called by 
the Chairman of the Board, Chief Executive Officer, the President or the 
Secretary at the request in writing of stockholders holding together at least 
twenty-five percent of the number of shares of stock outstanding and entitled 
to vote at such meeting.  Any special meeting of the stockholders shall be held 
on such date, at such time and at such place within or without the State of 
Nevada as the Board of Directors or the officer calling the meeting may 
designate.  At a special meeting of the stockholders, no business shall be 
transacted and no corporate action shall be taken other than that stated in the 
notice of the meeting unless all of the stockholders are present in person or 
by proxy, in which case any and all business may be transacted at the meeting 
even though the meeting is held without notice. 

     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) days before the date 
of the meeting to each stockholder of the Corporation entitled to vote at such 
meeting at his 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.  

     SECTION 4.     Quorum.  At any meeting of the stockholders, the holders of 
a majority in number of the total outstanding shares of stock of the 
Corporation entitled to vote at such meeting, present in person or represented 
by proxy, shall constitute a quorum of the stockholders for all purposes, 
unless the representation of a larger number of shares shall be required by 
law, by the Articles of Incorporation or by these By-Laws, in which case the 
representation of the number of shares so required shall constitute a quorum; 
provided that at any meeting of the stockholders at which the holders of any 
class of stock of the Corporation shall be entitled to vote separately as a 
class, the holders of a majority in number of the total outstanding shares of 
such class, present in person or represented by proxy, shall constitute a 
quorum for purposes of such class vote unless the representation of a larger 
number of shares of such class shall be required by law, by the Articles of 
Incorporation or by these By-Laws.

     SECTION 5.     Adjourned Meetings.  Whether or not a quorum shall be 
present in person or represented at any meeting of the stockholders, 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 
may adjourn from time to time; provided, however, that if the holders of any 
class of stock of the Corporation are entitled to vote separately as a class 
upon any matter at such meeting, any adjournment of the meeting in respect of 
action by such class upon such matter shall be determined by the holders of a 
majority of the shares of such class present in person or represented by proxy 
and entitled to vote at such meeting.  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 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 6.     Organization.  The Chairman of the Board or, in his 
absence, the Chief Executive Officer, or in his absence, the President shall 
call all meetings of the stockholders to order, and shall act as Chairman of 
such meetings.  In the absence of the Chairman of the Board, the Chief 
Executive Officer and the President, 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 elect a Chairman.
     The Secretary of the Corporation shall act as Secretary of all meetings of 
the stockholders; but in the absence of the Secretary, the Chairman 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 ten 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 days next 
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 7.     Voting.  Except as otherwise provided in the Articles 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 or to express consent or dissent to 
corporate action in writing without a meeting may authorize another person or 
persons to act for him by proxy, but no such proxy shall be voted or acted upon 
after three 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 Articles of 
Incorporation, 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, 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.  
     Shares of the capital stock of the Corporation belonging to the 
Corporation or to another corporation, if a majority of the shares entitled to 
vote in the election of directors of such other corporation is held, directly 
or indirectly, by the Corporation, shall neither be entitled to vote nor be 
counted for quorum purposes.  

     SECTION 8.     Inspectors.  When required by law or directed by the 
presiding officer or upon the demand of any stockholder entitled to vote, but 
not otherwise, the polls shall be opened and closed, the proxies and ballots 
shall be received and taken in charge, and all questions touching the 
qualification of voters, the validity of proxies and the acceptance or 
rejection of voters shall be decided at any meeting of the stockholders by two 
or more Inspectors who may be appointed by the Board of Directors before the 
meeting, or if not so appointed, shall be appointed by the presiding officer at 
the meeting.  If any person so appointed fails to appear or act, the vacancy 
may be filled by appointment in like manner.

     SECTION 9.     Consent of Stockholders in Lieu of Meeting.  Unless 
otherwise provided in the Articles of Incorporation, any action required to be 
taken or which may be taken at any annual or special meeting of the 
stockholders of the Corporation, may be taken without a meeting, without prior 
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 a meeting at which all shares entitled  to vote thereon were present 
and voted.  Prompt notice of the taking of any such corporate action without a 
meeting by less than unanimous written consent shall be given to those 
stockholders who have not consented in writing.  

                                  ARTICLE II
                              Board of Directors

     SECTION 1.     Number and Term of Office.  The business and affairs of the 
Corporation shall be managed by or under the direction of a Board consisting of 
five or more Directors, who need not be stockholders of the Corporation.  The 
Directors shall, except as hereinafter otherwise provided for filling 
vacancies, be elected at the annual meeting of stockholders, and shall hold 
office until their respective successors are elected and qualified or until 
their earlier resignation or removal.  The number of Directors may be altered 
from time to time by amendment of these By-Laws.

     SECTION 2.     Removal, Vacancies and Additional Directors.  The 
stockholders may, at any special meeting the notice of which shall state that 
it is called for that purpose, remove, with or without cause, any Director and 
fill the vacancy; provided that whenever any Director shall have been elected 
by the holders of any class of stock of the Corporation voting separately as a 
class under the provisions of the Articles of Incorporation, such Director may 
be removed and the vacancy filled only by the holders of that class of stock 
voting separately as a class.  Vacancies caused by any such removal and not 
filled by the stockholders at the meeting at which such removal shall have been 
made, or any vacancy caused by the death or resignation of any Director or for 
any other reason, and any newly created directorship resulting from any 
increase in the authorized number of Directors, may be filled by the 
affirmative vote of a majority of the Directors then in office, although less 
than a quorum, and any Director so elected to fill any such vacancy or newly 
created directorship shall hold office until his successor is elected and 
qualified or until his earlier resignation or removal.
     When one or more Directors shall resign effective at a future date, a 
majority of the Directors then in office, including those who have so resigned, 
shall have power to fill such vacancy or vacancies, the vote thereon to take 
effect when such resignation or resignations shall become effective, and each 
Director so chosen shall hold office as herein provided in connection with the 
filling of the vacancies.

     SECTION 3.     Place of Meeting.  The Board of Directors may hold its 
meetings in such place or places in the State of Nevada or outside the State of 
Nevada as the Board from time to time shall determine.  

     SECTION 4.     Regular Meetings.  Regular meetings of the Board of 
Directors shall be held at such times and places as the Board from time to time 
by resolution shall determine.  No notice shall be required for any regular 
meeting of the Board of Directors; but a copy of every resolution fixing or 
changing the time or place of regular meetings shall be mailed to every 
Director at least five days before the first meeting held in pursuance thereof. 
 

     SECTION 5.     Special Meetings.  Special meetings of the Board of 
Directors shall be held whenever called by direction of the Chairman of the 
Board, the Chief Executive Officer or the President or by any two of the 
Directors then in office.
     Notice of the day, hour and place of holding of each special meeting shall 
be given by mailing the same at least two days before the meeting or by causing 
the same to be transmitted by telegraph, cable or wireless at least one day 
before the meeting to each Director.  At any meeting at which every Director 
shall be present, even though without any notice, any business may be 
transacted, including the amendment of these By-Laws.

     SECTION 6.     Quorum.  Subject to the provisions of Section 2 of this 
Article II, a majority of the members of the Board of Directors in office (but 
in no case less than one-third of the total number of Directors nor less than 
two Directors) shall constitute a quorum for the transaction of business and 
the vote of the majority of the Directors present 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 7.     Organization.  The Chairman of the Board or, in his 
absence, the Chief Executive Officer or, in his absence, the President shall 
preside at all meetings of the Board of Directors.  In the absence of the 
Chairman of the Board, the Chief Executive Officer and the President, a 
Chairman shall be elected from the Directors present.  The Secretary of the 
Corporation shall act as Secretary of all meetings of the Directors; but in the 
absence of the Secretary, the Chairman may appoint any person to act as 
Secretary of the meeting.

     SECTION 8.     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 
committee, who may replace any absent or disqualified member at any meeting of 
the committee. In the absence or disqualification of a member of a committee, 
the member or members thereof present at any meeting and not disqualified from 
voting, whether or not he or they constitute a quorum, may unanimously appoint 
another member of the Board of Directors to act at the meeting in the place of 
any such absent or disqualified member.  Any such committee, to the extent 
provided by resolution passed by a majority of the whole Board, shall have and 
may exercise all the powers and authority of the Board of Directors in the 
management of the business and the affairs of the Corporation, and may 
authorize the seal of the Corporation to be affixed to all papers which may 
require it; but no such committee shall have the power of authority in 
reference to amending the Articles of Incorporation, adopting an agreement of 
merger or consolidation, recommending to the stockholders the sale, lease or 
exchange of all or substantially all of the Corporation's property and assets, 
recommending to the stockholders a dissolution of the Corporation or a 
revocation of a dissolution, or amending these By-Laws; and unless such 
resolution, these By-Laws, or the Certificate of Incorporation expressly so 
provide, no such committee shall have the power or authority to declare a 
dividend or to authorize the issuance of stock.  

     SECTION 9.     Conference Telephone Meetings.  Unless otherwise restricted 
by the Articles of Incorporation or by these By-Laws, the members of the Board 
of Directors or any committee designated by the Board, may participate in a 
meeting of the Board 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 10.     Consent of Directors or Committee in Lieu of Meeting.  
Unless otherwise restricted by the Articles 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 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 or committee, as the case may be.  

                                  ARTICLE III
                                   Officers

     SECTION 1.     Officers.  The officers of the Corporation shall be a 
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice 
Presidents, 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 7 of this Article III.  The Chairman of the Board, the Chief Executive 
Officer, the President, one or more Vice Presidents, the Secretary and the 
Treasurer shall be elected by the Board of Directors at its first meeting after 
each annual meeting of the stockholders.  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 officer may 
resign at any time upon written notice to the Corporation.  Officers may, but 
need not, be Directors.  Any number of offices may be held by the same person. 
 
    All officers, agents and employees shall be subject to removal, with or 
without cause, at any time by the Board of Directors.  The removal of an 
officer without cause shall be without prejudice to his contract rights, if 
any.  The election or appointment of an officer shall not of itself create 
contract rights.  All agents and employees other than officers elected by the 
Board of Directors shall also be subject to removal, with or without cause, at 
any time by the officer appointing them.
     Any vacancy caused by the death of any officer, his resignation, his 
removal, or otherwise, may be filled by the Board of Directors, and any officer 
so elected shall hold office at the pleasure of the Board of Directors.
     In addition to the powers and duties of the officers of the Corporation as 
set forth in these By-Laws, the officers shall have such authority and shall 
perform such duties as from time to time may be determined by the Board of 
Directors.

     SECTION 2.     Powers and duties of the Chairman of the Board.  The 
Chairman of the Board shall perform all duties incident to the office of the 
Chairman of the Board.  He shall preside at all meetings of the stockholders 
and at all meetings of the Board of Directors and shall have such other powers 
and perform such other duties as may from time to time be assigned to him by 
these By-Laws or by the Board of Directors. 

     SECTION 2.1.     Powers and duties of the Chief Executive Officer.  The 
Chief Executive Officer shall be the chief executive officer of the 
Corporation and shall, subject to the direction of the Board of Directors, 
have general supervision and control of its business.  In the absence of the 
Chairman of the Board, the Chief Executive Officer, shall preside at all 
meetings of the stockholders and at all meetings of the Board of Directors.  
The Chief Executive Officer shall have general supervision and direction of 
all of the officers, employees and agents of the Corporation.

     SECTION 3.     Powers and duties of the President.  The President, 
subject to the control of the Board of Directors and the Chief Executive 
Officer of the Corporation, shall have general charge and control of all the 
Corporation's business, affairs and operations and shall perform all duties 
incident to the office of President.  In the absence of the Chairman of the 
Board and the Chief Executive Officer, the President shall preside at all 
meetings of the stockholders and at all meetings of the Board of Directors and 
shall have such other powers and perform such other duties as may, from time 
to time, be assigned to him by these By-Laws or by the Board of Directors.  
The President, subject to the control of the Board of Directors and the Chief 
Executive Officer, shall have general supervision and direction of all of the 
officers, employees and agents of the Corporation.

     SECTION 4.     Powers and duties of the Vice Presidents.  Each Vice 
President shall perform all duties incident to the office of Vice President and 
shall have such other powers and perform such other duties as may from time to 
time be assigned to him by these By-Laws or by the Board of Directors, the 
Chairman of the Board, the Chief Executive Officer or the President.

     SECTION 5.     Powers and duties of the Secretary.  The Secretary shall 
keep the minutes of all meetings of the Board of Directors and the minutes of 
all meetings of the stockholders in books provided for that purpose; he shall 
attend to the giving or serving of all notices of the Corporation; he shall 
have custody of the corporate seal of the Corporation and shall affix the same 
to such documents and other papers as the Board of Directors, the Chief 
Executive Officer or the President shall authorize and direct; he shall have 
charge of the stock certificate books, transfer books and stock ledgers and 
such other books and papers as the Board of Directors, the Chief Executive 
Officer or the President shall direct, all of which shall at all reasonable 
times be open to the examination of any Director, upon application, at the 
office of the Corporation during business hours; and he shall perform all 
duties incident to the office of Secretary and shall also have such other 
powers and shall perform such other duties as may from time to time be assigned 
to him by these By-Laws or the Board of Directors, the Chairman of the Board, 
the Chief Executive Officer or the President.

     SECTION 6.     Powers and duties of the Treasurer.  The Treasurer shall 
have custody of, and when proper shall pay out, disburse or otherwise dispose 
of, all funds and securities of the Corporation which may have come into his 
hands; he may endorse on behalf of the Corporation for collection checks, notes 
and other obligations and shall deposit the same to the credit of the 
Corporation in such bank or banks or depositary or depositaries as the Board of 
Directors may designate; he shall sign all receipts and vouchers for payments 
made to the Corporation; he shall enter or cause to be entered regularly in the 
books of the Corporation kept for the purpose full and accurate accounts of all 
moneys received or paid or otherwise disposed of by him and whenever required 
by the Board of Directors, the Chief Executive Officer or the President shall 
render statements of such accounts; he shall, at all reasonable times, exhibit 
his books and accounts to any Director of the Corporation upon application at 
the office of the Corporation during business hours; and he shall perform all 
duties incident to the office of the Treasurer and shall also have such other 
powers and shall perform such other duties as may from time to time be assigned 
to him by these By-Laws or by the Board of Directors, the Chairman of the 
Board, the Chief Executive Officer or the President.

     SECTION 7.     Additional Officers.  The Board of Directors may from time 
to time elect such other officers (who may but need not be Directors), 
including a Controller, Assistant Treasurers, Assistant Secretaries and 
Assistant Controllers, 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, the Chairman of the Board, the 
Chief Executive Officer or the President.  
     The Board of Directors may from time to time by resolution delegate to 
any Assistant Treasurer or Assistant Treasurers any of the powers or duties 
herein assigned to the Treasurer; and may similarly delegate to any Assistant 
Secretary or Assistant Secretaries any of the powers or duties herein assigned 
to the Secretary.

     SECTION 8.     Giving of Bond by Officers.  All officers of the 
Corporation, if required to do so by the Board of Directors, shall furnish 
bonds to the Corporation for the faithful performance of their duties, in such 
penalties and with such conditions and security as the Board shall require.

     SECTION 9.     Voting Upon Stocks.  Unless otherwise ordered by the Board 
of Directors, the Chairman of the Board, the Chief Executive Officer, the 
President or any Vice President shall have full power and authority on behalf 
of the Corporation to attend and to act and to vote, or in the name of the 
Corporation to execute proxies to vote, at any meetings of stockholders of any 
corporation in which the Corporation may hold stock, and at any such meetings 
shall possess and may exercise, in person or by proxy, any and all rights, 
powers and privileges incident to the ownership of such stock.  The Board of 
Directors may from time to time, by resolution, confer like powers upon any 
other person or persons.

     SECTION 10.     Compensation of Officers.  The officers of the Corporation 
shall be entitled to receive such compensation for their services as shall from 
time to time be determined by the Board of Directors.

                                  ARTICLE IV
                            Stock-Seal-Fiscal Year

     SECTION 1.     Certificates for Shares of Stock.  The certificates for 
shares of stock of the Corporation shall be in such form, not inconsistent with 
the Articles of Incorporation, as shall be approved by the Board of Directors. 
     All certificates shall be signed by the Chairman of the Board, the Chief 
Executive Officer, the President or a Vice President and by the Secretary or an 
Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not 
be valid unless so signed.
     In case any officer or officers who shall have signed 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 issued and delivered as though the person or 
persons who signed such certificate or certificates had not ceased to be such 
officer or officers of the Corporation.
     All certificates for shares of stock shall be consecutively numbered as 
the same are issued.  The name of the person owning the shares represented 
thereby with the number of such shares and the date of issue thereof shall be 
entered on the books of the Corporation.
     Except as hereinafter provided, all certificates surrendered to the 
Corporation for transfer shall be cancelled, and no new certificates shall be 
issued until former certificates for the same number of shares have been 
surrendered and cancelled.

     SECTION 2.     Lost, Stolen or Destroyed Certificates.  Whenever a person 
owning a certificate for shares of stock of the Corporation alleges that it has 
been lost, stolen or destroyed, he shall file in the office of the Corporation 
an affidavit setting forth, to the best of his knowledge and belief, the time, 
place and circumstances of the loss, theft or destruction, and, if required by 
the Board of Directors, a bond of indemnity or other indemnification sufficient 
in the opinion of the Board of Directors to indemnify the Corporation and its 
agents against any claim that may be made against it or them on account of the 
alleged loss, theft or destruction of any such certificate or the issuance of a 
new certificate in replacement therefor.  Thereupon the Corporation may cause 
to be issued to such person a new certificate in replacement for the 
certificate alleged to have been lost, stolen or destroyed.  Upon the stub of 
every new certificate so issued shall be noted the fact of such issue and the 
number, date and the name of the registered owner of the lost, stolen or 
destroyed certificate in lieu of which the new certificate is issued.  

     SECTION 3.     Transfer of Shares.  Shares of stock of the Corporation 
shall be transferred on the books of the Corporation by the holder thereof, in 
person or by his attorney duly authorized in writing, upon surrender and 
cancellation of certificates for the number of shares of stock to be 
transferred, except as provided in the preceding section.  

     SECTION 4.     Regulations.  The Board of Directors shall have power and 
authority to make such rules and regulations as it may deem expedient 
concerning the issue, transfer and registration of certificates for shares of 
stock of the Corporation. 

     SECTION 5.     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 without a meeting or entitled to receive payment of any 
dividend or other distribution or allotment or 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 shall not be more than 
sixty (60) nor less than ten (10) days before the date of such meeting, nor 
more than sixty (60) 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; the record date for determining stockholders 
entitled to express consent to corporate action in writing without a meeting, 
when no prior action by the Board of Directors is necessary, shall be the day 
on which the first written consent is expressed; 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.

     SECTION 6.     Dividends.  Subject to the provisions of the Articles of 
Incorporation, the Board of Directors shall have 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 Articles 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 7.     Corporate Seal.  The Board of Directors shall provide a 
suitable seal, containing the name of the Corporation, which seal shall be kept 
in the custody of the Secretary.  A duplicate of the seal may be kept and be 
used by any officer of the Corporation designated by the Board, the Chief 
Executive Officer or the President.  

     SECTION 8.     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.  

                                  ARTICLE V
                           Miscellaneous Provisions

     SECTION 1.     Check, Notes, Etc.  All checks, drafts, bills of exchange, 
acceptances, notes or other obligations or orders for the payment of money 
shall be signed and, if so required by the Board of Directors, countersigned by 
such officers of the Corporation and/or other persons as the Board of Directors 
from time to time shall designate.
     Checks, drafts, bills of exchange, acceptances, notes, obligations and 
orders for the payment of money made payable to the Corporation may be endorsed 
for deposit to the credit of the Corporation with a duly authorized depositary 
by the Treasurer, or otherwise as the Board of Directors may from time to time, 
by resolution, determine.

     SECTION 2.     Loans.  No loans and no renewals of any loans shall be 
contracted on behalf of the Corporation except as authorized by the Board of 
Directors.  When authorized so to do, any officer or agent of the Corporation 
may effect loans and advances for the Corporation from any bank, trust company 
or other institution or from any firm, corporation or individual, and for such 
loans and advances may make, execute and deliver promissory notes, bonds or 
other evidences of indebtedness of the Corporation.  When authorized so to do, 
any officer or agent of the Corporation may pledge, hypothecate or transfer, as 
security for the payment of any and all loans, advances, indebtedness and 
liabilities of the Corporation, any and all stocks, securities and other 
personal property at any time held by the Corporation, and to that end may 
endorse, assign and deliver the same.  Such authority may be general or 
confined to specific instances.

     SECTION 3.     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.

     SECTION 4.     Offices Outside of Nevada.  Except as otherwise required by 
the laws of the State of Nevada, the Corporation may have an office or offices 
and keep its books, documents and papers outside of the State of Nevada at such 
place or places as from time to time may be determined by the Board of 
Directors, the Chief Executive Officer or the President.

     SECTION 5.     Indemnification of Directors, Officers and Employees.  The 
Corporation shall indemnify to the full extent authorized by law any person 
made or threatened to be made a party to an action, suit or proceeding, whether 
criminal, civil, administrative or investigative, by reason of the fact that 
he, his testator or intestate 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 another corporation, partnership, 
joint venture, trust or other enterprise.


                                  ARTICLE VI
                                  Amendments

     These By-Laws and any amendment thereof may be altered, amended or 
repealed, or new By-Laws may be adopted, by the Board of Directors at any 
regular or special meeting by the affirmative vote of a majority of all of the 
members of the Board, provided in the case of any special meeting at which all 
of the members of the Board are not present, that the notice of such meeting 
shall have stated that the amendment of these By-Laws was one of the purposes 
of the meeting; but these By-Laws and any amendment thereof, including the By-
Laws adopted by the Board of Directors, may be altered, amended or repealed and 
other By-Laws may be adopted by the holders of a majority of the total 
outstanding stock of the Corporation entitled to vote at any annual meeting or 
at any special meeting, provided, in the case of any special meeting, that 
notice of such proposed alteration, amendment, repeal or adoption is included 
in the notice of the meeting.