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                                                                     EXHIBIT 3.2









                           AMENDED AND RESTATED BYLAWS
                                       OF
                         UNISTAR FINANCIAL SERVICE CORP.
                             A DELAWARE CORPORATION
                          (AS EFFECTIVE JUNE 18, 1999)


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
<S>            <C>                                                                      <C>
ARTICLE I.        OFFICES ..................................................................1
Section 1.01   Registered Office............................................................1
Section 1.02   Locations of Offices.........................................................1

ARTICLE II.       STOCKHOLDERS..............................................................1
Section 2.01   Annual Meeting...............................................................1
Section 2.02   Special Meetings.............................................................1
Section 2.03   Place of Meetings............................................................1
Section 2.04   Notice of Meetings...........................................................1
Section 2.05   Waiver of Notice.............................................................1
Section 2.06   Fixing Record Date...........................................................2
Section 2.07   Voting Lists.................................................................2
Section 2.08   Quorum ......................................................................2
Section 2.09   Vote Required................................................................2
Section 2.10   Voting of Stock..............................................................2
Section 2.11   Proxies .....................................................................3
Section 2.12   Written Consent to Action by Stockholders....................................3

ARTICLE III.      DIRECTORS ................................................................3
Section 3.01   Number, Term, and Qualifications.............................................3
Section 3.02   Vacancies and Newly Created Directorships....................................3
Section 3.03   General Powers...............................................................3
Section 3.04   Regular Meetings.............................................................4
Section 3.05   Special Meetings.............................................................4
Section 3.06   Meetings by Telephone Conference Call........................................4
Section 3.07   Notice ......................................................................4
Section 3.08   Quorum ......................................................................4
Section 3.09   Manner of Acting.............................................................4
Section 3.10   Compensation.................................................................4
Section 3.11   Presumption of Assent........................................................4
Section 3.12   Resignations.................................................................4
Section 3.13   Written Consent to Action by Directors.......................................5
Section 3.14   Removal .....................................................................5

ARTICLE IV.       OFFICERS .................................................................5
Section 4.01   Number ......................................................................5
Section 4.02   Election, Term of Office, and Qualifications.................................5
Section 4.03   Subordinate Officers, Etc....................................................5
Section 4.04   Resignations.................................................................5
Section 4.05   Removal .....................................................................5
Section 4.06   Vacancies and Newly Created Offices..........................................5
Section 4.07   The Chairman of the Board....................................................6
Section 4.08   The President................................................................6
Section 4.09   The Vice Presidents..........................................................6
Section 4.10   The Secretary................................................................6
Section 4.11   The Treasurer................................................................7
Section 4.12   General Manager..............................................................7
</TABLE>


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<TABLE>
<S>            <C>                                                                               <C>
Section 4.13   Salaries    .......................................................................7
Section 4.14   Surety Bonds.......................................................................8

ARTICLE V.        EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS....9
Section 5.01   Execution of Instruments...........................................................9
Section 5.02   Loans .............................................................................9
Section 5.03   Deposits ..........................................................................9
Section 5.04   Checks, Drafts, Etc................................................................9
Section 5.05   Bonds and Debentures...............................................................9
Section 5.06   Sale, Transfer, Etc. of Securities.................................................9
Section 5.07   Proxies ...........................................................................9

ARTICLE VI.       CAPITAL SHARES.................................................................10
Section 6.01   Stock Certificates................................................................10
Section 6.02   Transfer of Stock.................................................................10
Section 6.03   Regulations ......................................................................10
Section 6.04   Maintenance of Stock Ledger at Principal Place of Business........................10
Section 6.05   Transfer Agents and Registrars....................................................10
Section 6.06   Fixing of Record Date.............................................................11
Section 6.07   Lost or Destroyed Certificates....................................................11

ARTICLE VII.      EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......................................11
Section 7.01   How Constituted...................................................................11
Section 7.02   Powers ...........................................................................11
Section 7.03   Proceedings ......................................................................11
Section 7.04   Quorum and Manner of Acting.......................................................11
Section 7.05   Resignations......................................................................12
Section 7.06   Removal ..........................................................................12
Section 7.07   Vacancies ........................................................................12
Section 7.08   Compensation......................................................................12

ARTICLE VIII.     INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS ................12
Section 8.01   Indemnification: Third Party Actions..............................................12
Section 8.02   Indemnification: Corporate Actions................................................11
Section 8.03   Determination.....................................................................13
Section 8.04   Advances .........................................................................13
Section 8.05   Scope of Indemnification..........................................................13
Section 8.06   Insurance ........................................................................13
Section 8.07   Officer and Director Contracts....................................................13

ARTICLE IX.       FISCAL YEAR....................................................................14

ARTICLE X.        DIVIDENDS......................................................................14

ARTICLE XI.       AMENDMENTS.....................................................................14
</TABLE>


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         AMENDED AND RESTATED BYLAWS OF UNISTAR FINANCIAL SERVICE CORP.
                          (AS EFFECTIVE JUNE 18, 1999)

                                   ARTICLE I.
                                     OFFICES

SECTION 1.01 REGISTERED OFFICE. The registered office shall be in the city of
Wilmington, county of New Castle, state of Delaware.

SECTION 1.02 LOCATIONS OF OFFICES. The corporation may also have offices at such
other places both within and without the state of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II.
                                  STOCKHOLDERS

SECTION 2.01 ANNUAL MEETING. The annual meeting of the stockholders shall be
held within 180 days after the end of the corporation=s fiscal year at such time
as is designated by the board of directors and as is provided for in the notice
of the meeting. If the election of directors shall not be held on the day
designated herein for the annual meeting of the stockholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as may be
convenient.

SECTION 2.02 SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the chairman of the board, the president, or by the board
of directors, or in their absence or disability, by any vice president, and
shall be immediately called by the president, or in his absence or disability,
by a vice president, or by the secretary, on the written request of the holders
of not less than one-tenth of all the shares entitled to vote at the meeting,
such written request to state the purpose, or purposes, of the meeting and to be
delivered to the president, such vice president or the secretary. In case of
failure to call such meeting within 90 days after such request, such stockholder
or stockholders may call the same.

SECTION 2.03 PLACE OF MEETINGS. The board of directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all stockholders entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
principal office of the corporation.

SECTION 2.04 NOTICE OF MEETINGS. The secretary or assistant secretary, if any,
shall cause notice of the time, place, and purpose or purposes of all meetings
of the stockholders (whether annual or special), to be mailed at least ten but
not more than 60 days prior to the meeting, to each stockholder of record
entitled to vote.

SECTION 2.05 WAIVER OF NOTICE. Any stockholder may waive notice of any meeting
of stockholders (however called or noticed, whether or not called or noticed and
whether before, during, or after the meeting), signing a written waiver of
notice or a consent to the holding of such meeting, or an approval of the
minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of notice regardless of whether waiver,
consent, or approval is signed or any objections are made, unless attendance is
solely for the purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. All such waivers, consents, or approvals


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shall be made a part of the minutes of the meeting.

SECTION 2.06 FIXING RECORD DATE. For the purpose of determining 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 stockholder entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect to any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the board of directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than 60 days and, in case of a meeting of stockholders, not
less than 10 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting, the day preceding the date on which notice of the meeting is mailed
shall be the record date. For any other purpose, the record date shall be the
close of business on the date on which the resolution of the board of directors
pertaining thereto is adopted. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof. Failure to comply
with this section shall not affect the validity of any action taken at a meeting
of stockholders.

SECTION 2.07 VOTING LISTS. The officers of the corporation shall cause to be
prepared from the stock ledger at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The original stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the list
required by this section, or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

SECTION 2.08 QUORUM. Stock representing one-third of the voting power of all
outstanding stock of the corporation entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

SECTION 2.09 VOTE REQUIRED. When a quorum is present at any meeting, the vote of
the holders of stock having a majority of the voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one on which by express provision of the statutes of the
state of Delaware or of the certificate of incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

SECTION 2.10 VOTING OF STOCK. Unless otherwise provided in the certificate of
incorporation, each


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stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, subject to the modification of such voting rights of
any class or classes of the corporation=s capital stock by the certificate of
incorporation.

SECTION 2.11 PROXIES. At each meeting of the stockholders, each stockholder
entitled to vote shall be entitled to vote in person or by proxy; PROVIDED,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such stock, as the case may be, as shown on the
stock ledger of the corporation or by his attorney thereunto duly authorized in
writing. Such instrument authorizing a proxy to act shall be delivered at the
beginning of such meeting to the secretary of the corporation or to such other
officer or person who may, in the absence of the secretary, be acting as
secretary of the meeting. In the event that any such instrument shall designate
two or more persons to act as proxy, a majority of such persons present at the
meeting, or if only one be present, that one shall (unless the instrument shall
otherwise provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon. No proxy shall be voted or acted on after three years from its
date, unless the proxy provides for a longer period.

SECTION 2.12 WRITTEN CONSENT TO ACTION BY STOCKHOLDERS. 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 such stockholders, 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
the corporation action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                  ARTICLE III.
                                    DIRECTORS

SECTION 3.01 NUMBER, TERM, AND QUALIFICATIONS. The number of directors which
shall constitute the whole board shall be not less than three nor more than
nine. Within the limits above specified, the number of directors shall be
determined by resolution of the board of directors or by the stockholders at the
annual meeting of the stockholders or a special meeting called for such purpose,
except as provided in section 3.02 of this article, and each director elected
shall hold office until his successor is elected and qualified. Directors need
not be residents of the state of incorporation or stockholders of the
corporation.

SECTION 3.02 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and shall qualify. If there are no directors in office, then an
election of directors may be held in the manner provided by statute.

SECTION 3.03 GENERAL POWERS. The business of the corporation shall be managed
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these bylaws directed or required
to be exercised or done by the stockholders.


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SECTION 3.04 REGULAR MEETINGS. A regular meeting of the board of directors shall
be held without other notice than this bylaw immediately following and at the
same place as the annual meeting of stockholders. The board of directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.

SECTION 3.05 SPECIAL MEETINGS. Special meetings of the board of directors may be
called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the board of
directors called by them.

SECTION 3.06 MEETINGS BY TELEPHONE CONFERENCE CALL. Members of the board of
directors may participate in a meeting of the board of directors or a committee
of the board of directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

SECTION 3.07 NOTICE. Notice of any special meeting shall be given at least five
days prior thereto by written notice delivered personally or mailed to each
director at his regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.

         Any director may waive notice of any meeting. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting solely for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

SECTION 3.08 QUORUM. A majority of the number of directors shall constitute a
quorum for the transaction of business at any meeting of the board of directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

SECTION 3.09 MANNER OF ACTING. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors, and individual directors shall have no power as such.

SECTION 3.10 COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

SECTION 3.11 PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting, unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

SECTION 3.12 RESIGNATIONS. A director may resign at any time by delivering a
written resignation to either the president, a vice president, the secretary, or
assistant secretary, if any. The resignation shall become effective on its
acceptance by the board of directors; PROVIDED, that if the board has not acted
thereon


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within ten days from the date presented, the resignation shall be deemed
accepted.

SECTION 3.13 WRITTEN CONSENT TO ACTION BY DIRECTORS. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

SECTION 3.14 REMOVAL. At a meeting expressly called for that purpose, one or
more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.

                                   ARTICLE IV.
                                    OFFICERS

SECTION 4.01 NUMBER. The officers of the corporation shall be a president, one
or more vice presidents, as shall be determined by resolution of the board of
directors, a secretary, a treasurer, and such other officers as may be appointed
by the board of directors. The board of directors may elect, but shall not be
required to elect, a chairman of the board, and the board of directors may
appoint a general manager.

SECTION 4.02 ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. The officers shall be
chosen by the board of directors annually at its annual meeting. In the event of
failure to choose officers at an annual meeting of the board of directors,
officers may be chosen at any regular or special meeting of the board of
directors. Each such officer (whether chosen at an annual meeting of the board
of directors to fill a vacancy or otherwise) shall hold his office until the
next ensuing annual meeting of the board of directors and until his successor
shall have been chosen and qualified, or until his death or until his
resignation or removal in the manner provided in these bylaws. Any one person
may hold any two or more of such offices, except that the president shall not
also be the secretary. No person holding two or more offices shall act in or
execute any instrument in the capacity of more than one office. The chairman of
the board, if any, shall be and remain director of the corporation during the
term of his office. No other officer need be a director.

SECTION 4.03 SUBORDINATE OFFICERS, ETC. The board of directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority, and
perform such duties as the board of directors from time to time may determine.
The board of directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and to prescribe
their respective titles, terms of office, authorities, and duties. Subordinate
officers need not be stockholders or directors.

SECTION 4.04 RESIGNATIONS. Any officer may resign at any time by delivering a
written resignation to the board of directors, the president, or the secretary.
Unless otherwise specified therein, such resignation shall take effect on
delivery.

SECTION 4.05 REMOVAL. Any officer may be removed from office at any special
meeting of the board of directors called for that purpose or at a regular
meeting, by the vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the board of directors.

SECTION 4.06 VACANCIES AND NEWLY CREATED OFFICES. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or any
other cause, or if a new office shall be created, then


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such vacancies or newly created offices may be filled by the board of directors
at any regular or special meeting.

SECTION 4.07 THE CHAIRMAN OF THE BOARD. The chairman of the board, if there be
such an officer, shall have the following powers and duties:

         (a) He shall preside at all stockholders' meetings;

         (b) He shall preside at all meetings of the board of directors; and

         (c) He shall be a member of the executive committee, if any.

SECTION 4.08 THE PRESIDENT. The president shall have the following powers and
duties:

         (a) If no general manager has been appointed, he shall be the chief
executive officer of the corporation and, subject to the direction of the board
of directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;

         (b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he shall preside at meetings of the stockholders and board
of directors;

         (c) He shall be a member of the executive committee, if any;

         (d) He shall be empowered to sign certificates representing stock of
the corporation, the issuance of which shall have been authorized by the board
of directors; and

         (e) He shall have all power and perform all duties normally incident to
the office of a president of a corporation and shall exercise such other powers
and perform such other duties as from time to time may be assigned to him by the
board of directors.

SECTION 4.09 THE VICE PRESIDENTS. The board of directors may, from time to time,
designate and elect one or more vice presidents, one of whom may be designated
to serve as executive vice president. Each vice president shall have such powers
and perform such duties as from time to time may be assigned to him by the board
of directors or the president. At the request or in the absence or disability of
the president, the executive vice president or, in the absence or disability of
the executive vice president, the vice president designated by the board of
directors or (in the absence of such designation by the board of directors) by
the president, as senior vice president, may perform all the duties of the
president, and when so acting, shall have all the powers of, and be subject to
all the restrictions on, the president.

SECTION 4.10 THE SECRETARY. The secretary shall have the following powers and
duties:

         (a) He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of directors in
books provided for that purpose;

         (b) He shall cause all notices to be duly given in accordance with the
provisions of these bylaws and as required by statute;

         (c) He shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing stock of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these bylaws, and when so affixed, he may attest the same;

         (d) He shall see that the books, reports, statements, certificates, and
other documents and records required by statute are properly kept and filed;

         (e) He shall have charge of the stock ledger and books of the
corporation and cause such books to be kept in such manner as to show at any
time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the amount of stock held by each holder and time when each became such
holder of record; and he shall exhibit at all reasonable times to any director,
on application, the original or duplicate stock ledger. He shall cause the stock
ledger referred to in section 6.04 hereof to be kept and exhibited at the
principal office of the corporation, or at such other place as the board



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of directors shall determine, in the manner and for the purpose provided in such
section;

         (f) He shall be empowered to sign certificates representing stock of
the corporation, the issuance of which shall have been authorized by the board
of directors; and

         (g) He shall perform in general all duties incident to the office of
secretary and such other duties as are given to him by these bylaws or as from
time to time may be assigned to him by the board of directors or the president.


SECTION 4.11 THE TREASURER. The treasurer shall have the following powers and
duties:

         (a) He shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;

         (b) He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with section 5.03 hereof;

         (c) He shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;

         (d) He shall render to the board of directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of his transactions as treasurer, and render a full financial report
at the annual meeting of the stockholders, if called on to do so;

         (e) He shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
directors on request during business hours;

         (f) He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the corporation; and

         (g) He shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him by these bylaws or as from
time to time may be assigned to him by the board of directors or the president.

SECTION 4.12 GENERAL MANAGER. The board of directors may employ and appoint a
general manager who may, or may not, be one of the officers or directors of the
corporation. The general manager, if any, shall have the following powers and
duties:

         (a) He shall be the chief executive officer of the corporation and,
subject to the directions of the board of directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;

         (b) He shall have the exclusive management of the business of the
corporation and of all of its dealings, but at all times subject to the control
of the board of directors;

         (c) Subject to the approval of the board of directors or the executive
committee, if any, he shall employ all employees of the corporation, or delegate
such employment to subordinate officers, or such division chiefs, and shall have
authority to discharge any person so employed; and

         (d) He shall make a report to the president and directors quarterly, or
more often if required to do so, setting forth the result of the operations
under his charge, together with suggestions looking to the improvement and
betterment of the condition of the corporation, and shall perform such other
duties as the board of directors shall require.

SECTION 4.13 SALARIES. The salaries or other compensation of the officers of the
corporation shall be fixed from time to time by the board of directors, except
that the board of directors may delegate to any person or group of persons the
power to fix the salaries or other compensation of any subordinate officers or
agents appointed in accordance with the provisions of section 4.03 hereof. No
officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he is also a director of the corporation.


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<PAGE>   11



SECTION 4.14 SURETY BONDS. In case the board of directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the board of directors may direct,
conditioned on the faithful performance of his duties to the corporation,
including responsibility for negligence and for the accounting of all property,
monies, or securities of the corporation which may come into his hands.





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<PAGE>   12



                                   ARTICLE V.
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

SECTION 5.01 EXECUTION OF INSTRUMENTS. Subject to any limitation contained in
the certificate of incorporation or these bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the board of directors. The board of directors may, subject to any
limitation contained in the certificate of incorporation or in these bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.

SECTION 5.02 LOANS. No loan or advance shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the board of directors. Any such
authorization may be general or confined to specific instances.

SECTION 5.03 DEPOSITS. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the board of directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the board of directors.

SECTION 5.04 CHECKS, DRAFTS, ETC. All notes, drafts, acceptances, checks,
endorsements, and, subject to the provisions of these bylaws, evidences of
indebtedness of the corporation shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the board of
directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the board of directors from time to time may determine.

SECTION 5.05 BONDS AND DEBENTURES. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation=s officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, shall cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.

SECTION 5.06 SALE, TRANSFER, ETC. OF SECURITIES. Sales, transfers, endorsements,
and assignments of stocks, bonds, and other securities owned by or standing in
the name of the corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment, shall be effected by the president, or by
any vice president, together with the secretary, or by any officer or agent
thereunto authorized by the board of directors.

SECTION 5.07 PROXIES. Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent


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<PAGE>   13


thereunder authorized by the board of directors.

                                   ARTICLE VI.
                                 CAPITAL SHARES

SECTION 6.01 STOCK CERTIFICATES. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by the president or any vice president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation, certifying the number and
kind, class or series of stock owned by him in the corporation; PROVIDED,
however, that where such a certificate is countersigned by (a) a transfer agent
or an assistant transfer agent, or (b) registered by a registrar, the signature
of any such president, vice president, secretary, or assistant secretary may be
a facsimile. In case any officer who shall have signed, or whose facsimile
signature or signatures shall have been used on any such certificate, shall
cease to be such officer of the corporation, for any reason, before the delivery
of such certificate by the corporation, such certificate may nevertheless be
adopted by the corporation and be issued and delivered as though the person who
signed it, or whose facsimile signature or signatures shall have been used
thereon, has not ceased to be such officer. Certificates representing stock of
the corporation shall be in such form as provided by the statutes of the state
of incorporation. There shall be entered on the stock books of the corporation
at the time of issuance of each share, the number of the certificate issued, the
name and address of the person owning the stock represented thereby, the number
and kind, class or series of such stock, and the date of issuance thereof. Every
certificate exchanged or returned to the corporation shall be marked "canceled"
with the date of cancellation.

SECTION 6.02 TRANSFER OF STOCK. Transfers of stock of the corporation shall be
made on the books of the corporation by the holder of record thereof, or by his
attorney thereunto duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the corporation or any of its transfer
agents, and on surrender of the certificate or certificates, properly endorsed
or accompanied by proper instruments of transfer, representing such stock.
Except as provided by law, the corporation and transfer agents and registrars,
if any, shall be entitled to treat the holder of record of any stock as the
absolute owner thereof for all purposes, and accordingly shall not be bound to
recognize any legal, equitable, or other claim to or interest in such stock on
the part of any other person whether or not it or they shall have express or
other notice thereof.

SECTION 6.03 REGULATIONS. Subject to the provisions of articles IV and V of the
certificate of incorporation, the board of directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for stock of the corporation.

SECTION 6.04 MAINTENANCE OF STOCK LEDGER AT PRINCIPAL PLACE OF BUSINESS. A stock
ledger (or ledgers where more than one kind class, or series of stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the board of directors shall determine,
containing the names alphabetically arranged of original stockholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of stock held by each. Such
stock ledgers shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.

SECTION 6.05 TRANSFER AGENTS AND REGISTRARS. The board of directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing stock of the corporation, and may require all such
certificates to bear the signature of either or both. The board of directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for stock shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such stock, and until registered by a registrar, if at such date the
corporation had a registrar for such stock.



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<PAGE>   14

SECTION 6.06 FIXING OF RECORD DATE.

         (a) The board of directors may fix in advance a date, not exceeding 60
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining any such consent, as a record date for
the determination of the stockholders entitled to a notice of, and to vote at,
any such meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
give such consent.

         (b) If the record date is set for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
record date shall be at least ten days immediately preceding such meeting.

SECTION 6.07 LOST OR DESTROYED CERTIFICATES. The corporation may issue a new
certificate for stock of the corporation in place of any certificate theretofore
issued by it, alleged to have been lost or destroyed, and the board of directors
may, in their discretion, require the owner of the lost or destroyed certificate
or his legal representatives, to give the corporation a bond in such form and
amount as the board of directors may direct, and with such surety or sureties as
may be satisfactory to the board, to indemnify the corporation and its transfer
agents and registrars, if any, against any claims that may be made against it or
any such transfer agent or registrar on account of the issuance of such new
certificate. A new certificate may be issued without requiring any bond when, in
the judgment of the board of directors, it is proper to do so.

                                  ARTICLE VII.
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

SECTION 7.01 HOW CONSTITUTED. The board of directors may designate an executive
committee and such other committees as the board of directors may deem
appropriate, each of which committees shall consist of one or more directors.
Members of the executive committee and of any such other committee shall be
designated annually at the annual meeting of the board of directors; PROVIDED,
however, that at any time the board of directors may abolish or reconstitute the
executive committee or any such other committee. Each member of the executive
committee and of any such other committee shall hold office until his successor
shall have been designated or until his resignation or removal in the manner
provided in these bylaws.

SECTION 7.02 POWERS. During the intervals between meetings of the board of
directors, the executive committee shall have and may exercise all powers of the
board of directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the board of directors or
to amend these bylaws, and except for such powers as by law may not be delegated
by the board of directors to an executive committee.

SECTION 7.03 PROCEEDINGS. The executive committee, and such other committees as
may be designated hereunder by the board of directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without notice) as it shall determine from
time to time. It will keep a record of its proceedings and shall report such
proceedings to the board of directors at the meeting of the board of directors
next following.

SECTION 7.04 QUORUM AND MANNER OF ACTING. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
board of directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient


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<PAGE>   15

to constitute a quorum for the transaction of business, and the act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the executive committee, and
of such other committees as may be designated hereunder by the board of
directors, shall act only as a committee and the individual members thereof
shall have no powers as such.

SECTION 7.05 RESIGNATIONS. Any member of the executive committee, and of such
other committees as may be designated hereunder by the board of directors, may
resign at any time by delivering a written resignation to either the president,
the secretary, or assistant secretary, or to the presiding officer of the
committee of which he is a member, if any shall have been appointed and shall be
in office. Unless otherwise specified therein, such resignation shall take
effect on delivery.

SECTION 7.06 REMOVAL. The board of directors may at any time remove any member
of the executive committee or of any other committee designated by it hereunder
either for or without cause.

SECTION 7.07 VACANCIES. If any vacancy shall occur in the executive committee or
of any other committee designated by the board of directors hereunder, by reason
of disqualification, death, resignation, removal, or removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and continue to act, unless such
committee consisted of more than one member prior to the vacancy or vacancies
and is left with only one member as a result thereof. Such vacancy may be filled
at any meeting of the board of directors.

SECTION 7.08 COMPENSATION. The board of directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of the said committee.

                                  ARTICLE VIII.
         INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS

SECTION 8.01 INDEMNIFICATION: THIRD PARTY ACTIONS. The corporation shall have
the power to 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
proceedings, 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, 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, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with any 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 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, he had reasonable cause to believe that his conduct was unlawful.

SECTION 8.02 INDEMNIFICATION: CORPORATE ACTIONS. The corporation shall have the
power to 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, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by


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<PAGE>   16

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, 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 to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
on application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

SECTION 8.03 DETERMINATION. To the extent that 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 sections 8.01 and 8.02
hereof, 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. Any other indemnification under
sections 8.01 or 8.02 hereof, unless ordered by a court, shall be made by the
corporation only in the specific case on a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances because
he has met the applicable standard or conduct set forth in sections 8.01 or 8.02
hereof. Such determination shall be made either (i) 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, (ii) 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 (iii) by the stockholders by a majority
vote of a quorum of stockholders at any meeting duly called for such purpose.

SECTION 8.04 ADVANCES. Expenses incurred by an officer or director 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 on
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized by this section. Such expenses
incurred by other employees and agents may be so paid on such terms and
conditions, if any, as the board of directors deems appropriate.

SECTION 8.05 SCOPE OF INDEMNIFICATION. The indemnification and advancement of
expenses provided by, or granted pursuant to, sections 8.01, 8.02, and 8.04:

         (a) Shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled, under any
bylaw, 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

         (b) Shall, unless otherwise provided when authorized or ratified,
continue as to a person who ceased to be a director, officer, employee, or agent
of the corporation, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

SECTION 8.06 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 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 any
such liability.

SECTION 8.07 OFFICER AND DIRECTOR CONTRACTS. No contract or other transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any corporation, partnership, association, or other
organization in which one or more of the corporation's directors or officers are
directors, officers, or have a financial interest, is either void or voidable
solely on the basis of such relationship or solely because any such director or
officer is present at or participates in the meeting of the


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<PAGE>   17

board of directors or a committee thereof which authorizes the contract or
transaction, or solely because the vote or votes of each director or officer are
counted for such purpose, if:

         (a) The material facts of the relationship or interest are disclosed or
known to the board of directors or committee and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors even though the disinterested directors
be less than a quorum;

         (b) The material facts of the relationship or interest is disclosed or
known to the stockholders and they approve or ratify the contract or transaction
in good faith by a majority vote of the shares voted at a meeting of
stockholders called for such purpose or written consent of stockholders holding
a majority of the shares entitled to vote (the votes of the common or interested
directors or officers shall be counted in any such vote of stockholders); or

         (c) The contract or transaction is fair as to the corporation at the
time it is authorized, approved, or ratified by the board of directors, a
committee thereof, or the stockholders.

                                   ARTICLE IX.
                                   FISCAL YEAR

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

                                   ARTICLE X.
                                    DIVIDENDS

The board of directors may from time to time declare, and the corporation may
pay, dividends on its outstanding stock in the manner and on the terms and
conditions provided by the certificate of incorporation and bylaws.

                                   ARTICLE XI.
                                   AMENDMENTS

All bylaws of the corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration, or repeal, and new
bylaws may be made, except that:

         (a) No bylaw adopted or amended by the stockholders shall be altered or
repealed by the board of directors; and

         (b) No bylaw shall be adopted by the board of directors which shall
require more than the stock representing a majority of the voting power for a
quorum at a meeting of stockholders, or more than a majority of the votes cast
to constitute action by the stockholders, except where higher percentages are
required by law; PROVIDED, however, that (i) If any bylaw regulating an
impending election of directors is adopted or amended or repealed by the board
of directors, there shall be set forth in the notice of the next meeting of the
stockholders for the election of directors, the bylaws so adopted or amended or
repealed, together with a concise statement of the changes made; and

         (c) No amendment, alteration, or repeal of this article XI shall be
made except by the stockholders.




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