<PAGE>

Amended and                                                         Exhibit 3.2
Restated as of
March 1, 2002

                                    BY-LAWS
                                    -------

                                      OF
                                      --

                        DOVER DOWNS ENTERTAINMENT, INC.
                        -------------------------------

               ------------------------------------------------

                                   ARTICLE I
                                   ---------

                                THE CORPORATION
                                ---------------

     Section 1.1     Name. The title of this Corporation is Dover Downs
     -----------     ----
Entertainment, Inc.

     Section 1.2     Office. The registered office of this Corporation shall be
     -----------     ------

located at P. O. Box 843, Dover, Delaware, or at such other place as the Board

of Directors may designate in accordance with Section 133 of the Delaware

Corporation Law.

     Section 1.3     Seal. The corporate seal of the Corporation shall have
     -----------     ----

inscribed thereon the name of the Corporation and the year of its creation

(1994) and the words "Incorporated Delaware".
<PAGE>

Amended and
Restated as of
March 1, 2002

                                    ARTICLE II
                                    ----------

                                   STOCKHOLDERS
                                   ------------

     Section 2.1     Annual Meeting. The annual meeting of stockholders shall
     -----------     --------------

be held at such place within or without the State of Delaware as the Board of

Directors from time to time determine.

     Section 2.2     Special Meetings. Special meetings of stockholders for any
     -----------     ----------------

purpose or purposes may be called at any time by the Chairman of the Board of

Directors, the Vice Chairman of the Board of Directors, the Chairman of the

Executive Committee or the President and not by any other person.

     Section 2.3     Notice of Meetings. Whenever stockholders are required or
     -----------     ------------------

permitted to take any action at a meeting, a written notice of the meeting

shall be given which 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. Unless otherwise provided by law, the written notice of any meeting

shall be given not less than ten nor more than sixty days before the date of

the meeting to each stockholder entitled to vote at such meeting. If mailed,

such notice shall be deemed to be given when deposited in the mail, postage

prepaid, directed to the stockholder at his address as it appears on the

records of the Corporation.

     Section 2.4     Adjournments. Any meeting of the stockholders, annual or
     -----------     ------------

special, may adjourn from time to time to reconvene at the same or some other

place, and notice need not be given of any such adjourned meeting if the time

and place thereof are announced at the meeting at which the adjournment is

taken. At the adjourned meeting the Corporation may transact any business which

might have been transacted 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 meeting.

                                      2
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Amended and
Restated as of
March 1, 2002

     Section 2.5     Quorum. At each meeting of stockholders, except where
     -----------     ------

otherwise provided by law or the certificate of incorporation or these by-laws,

the holders of a majority of the outstanding shares of stock entitled to vote

at the meeting, present in person or by proxy, shall constitute a quorum. In

the absence of a quorum, the stockholders so present may, by majority vote,

adjourn the meeting from time to time in the manner provided in Section 2.4 of

these by-laws until a quorum shall attend.

     Section 2.6     Organization. Meetings of stockholders shall be presided
     -----------     ------------

over by the Chairman of the Board, if any, or in his absence by the Vice

Chairman of the Board, if any, or in his absence by the President, or in his

absence by the Chairman of the Executive Committee, if any, or in his absence

by a Vice President, or in the absence of the foregoing persons by a chairman

designated by the Board of Directors, or in the absence of such designation by

a chairman chosen at the meeting. The Secretary shall act as secretary of the

meeting, but in his absence the chairman of the meeting may appoint any person

to act as secretary of the meeting.

     Section 2.7     Voting; Proxies. Unless otherwise provided in the
     -----------     ---------------

certificate of incorporation, each stockholder entitled to vote at any meeting

of stockholders shall be entitled to one vote for each share of stock of Common

Stock and ten votes for each share of Class A Common Stock held by such

shareholder which has voting power upon the matter in question. Each

stockholder entitled to vote at a meeting of stockholders 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. A stockholder entitled to vote may authorize a proxy by means of

a writing, by telephone, by the Internet, by other forms of electronic

transmission or by any other manner permitted by law. A duly executed proxy

shall be irrevocable if it states that it is irrevocable and if, and only as

long as, it is coupled with an interest sufficient in law to support an

irrevocable power. A stockholder may revoke any proxy which is not irrevocable

by attending the meeting and voting in

                                      3
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Amended and
Restated as of
March 1, 2002

person or by filing an instrument in writing revoking the proxy or another duly

executed proxy bearing a later date with the Secretary of the Corporation.

Voting at meetings of stockholders need not be by written ballot and need not

be conducted by inspectors unless the holders of a majority of the outstanding

shares of all classes of stock entitled to vote thereon present in person or by

proxy at such meeting shall so determine. At all meetings of stockholders for

the election of directors a plurality of the votes cast shall be sufficient to

elect. All other elections and questions shall, unless otherwise provided by

law or by the certificate of incorporation or these by-laws, be decided by the

vote of the holders of a majority of the outstanding shares of stock entitled

to vote thereon present in person or by proxy at the meeting, provided that

(except as otherwise required by law or by the certificate of incorporation or

these by-laws) the Board of Directors may require a larger vote upon any

election or question.

     Section 2.8     Fixing Date for Determination of Stockholders of Record.
     -----------     -------------------------------------------------------

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

entitled to receive payment of any dividend or other distribution or allotment

of any rights, or entitled to exercise any rights in respect of any change,

conversion of exchange or stock or for the purpose of any other lawful action,

the Board of Directors may fix, in advance, a record date, which shall not be

more than sixty nor less than ten days before the date of such meeting, nor

more than sixty days prior to any other action. If no record date is fixed: (1)

the record date for determining stockholders entitled to notice of or to vote

at a meeting of stockholders shall be at the close of business on the day next

preceding the day on which notice is given, or, if notice is waived, at the

close of business on the day next preceding the day on which the meeting is

held; and (2) 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

                                      4
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Amended and
Restated as of
March 1, 2002

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 2.9     List of Stockholders Entitled To Vote. The Secretary shall
     -----------     -------------------------------------

prepare and make, at least ten days before every meeting of stockholders, a

complete list of the stockholders entitled to vote at the 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

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 stock

ledger shall be the only evidence as to who are the stockholders entitled to

examine the stock ledger, the list of stockholders or the books of the

Corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 2.10    Action by Consent Of Stockholders. Unless prohibited by
     ------------    ---------------------------------

law or the rules and regulations of any national securities exchange on which

securities of the Corporation are listed, action required to be taken or which

may be taken at any annual or special meeting of stockholders of the

Corporation may be taken without a meeting, and stockholders shall have the

power to consent in writing, without a meeting, to the taking of any action.

     Section 2.11    Notice of Stockholder Business at Stockholder Meeting. At
     ------------    -----------------------------------------------------

the annual meeting or any special meeting of stockholders, only such business

shall be conducted as shall have been properly brought before the meeting. To

be properly brought before a meeting, business must be a proper subject for

stockholder action under the Delaware General Corporation Law and must be (a)

specified in the notice of meeting (or any supplement thereto) given by or at

the

                                      5
<PAGE>

Amended and
Restated as of
March 1, 2002

direction of the Board of Directors, (b) otherwise properly brought before the

meeting by or at the direction of the Board of Directors, or (c) otherwise

properly brought before the meeting by a stockholder of the Corporation who is

a stockholder of record at the time of giving of notice provided for in this

Section and who shall be entitled to vote at the meeting. For business to be

properly brought before a meeting by a stockholder, the stockholder must have

given timely notice thereof in writing to the Secretary of the Corporation. To

be timely, a stockholder's notice must be in writing, delivered or mailed by

first class United States mail, postage prepaid, to the Secretary of the

Corporation and received in the form required by this Section and (a) with

respect to an annual meeting, not less than ninety days prior to the

anniversary of the prior year's annual meeting of stockholders, or (b) with

respect to a special meeting, not less than seven days following the day on

which notice of the special meeting has been mailed to stockholders or public

disclosure of such meeting was first made. A stockholder's notice to the

Secretary shall set forth as to each matter the stockholder proposes to bring

before the meeting (a) a brief description of the business desired to be

brought before the meeting, (b) as to the stockholder giving such notice (i)

the name and address, as they appear on the Corporation's stock ledger, of such

stockholder, (ii) the class and number of shares of the Corporation which are

beneficially owned by such stockholder, and (iii) if the stockholder intends to

solicit proxies in support of such stockholder's proposal, a representation to

that effect; and (c) any material interest of the stockholder in such business.

Notwithstanding anything in the By-Laws to the contrary, no business shall be

conducted at a meeting, except in compliance with the procedures set forth in

this Section. Stockholders shall also be required to comply with all applicable

requirements of the Securities Exchange Act of 1934 and any national securities

exchange on which the Corporation's shares shall be listed. The Chairman of the

meeting shall, if the facts warrant, determine and declare to the meeting that

business was not properly brought before the meeting and in compliance with the

provisions of this Section, and

                                      6
<PAGE>

Amended and
Restated as of
March 1, 2002

if he should so determine, he shall so declare to the meeting and any such

business not properly brought before the meeting shall not be transacted.

                                      7
<PAGE>

Amended and
Restated as of
March 1, 2002

                                  ARTICLE III
                                  -----------

                              BOARD OF DIRECTORS
                              ------------------

     Section 3.1     Number; Qualifications. The Board of Directors shall
     -----------     ----------------------
consist of up to the number of directors provided for in the Corporation's

Certificate of Incorporation. At the time of nomination, a Director must own

not less than 500 shares of common stock in the Corporation.

     Section 3.2     Election; Resignation; Removal; Vacancies. At each annual
     -----------     -----------------------------------------

meeting of stockholders, the stockholders shall elect Directors to replace

those Directors whose terms then expire. Any Director may resign at any time

upon written notice to the Corporation. Stockholders may remove Directors only

for cause. Any vacancy occurring in the Board of Directors for any cause may be

filled only by the Board of Directors, acting by vote of a majority of the

Directors then in office, although less than quorum. Each Director so elected

shall hold office until the expiration of the term of office of the Director

whom he has replaced.

     Section 3.3     Notice Of Nomination Of Directors. Nominations for the
     -----------     ---------------------------------

election of directors may be made by the Board of Directors or by any

stockholder entitled to vote for the election of directors. Notice of

nominations which are proposed by the Board of Directors shall be given by the

Chairman on behalf of the Board. Nominations by a shareholder shall be made by

notice in writing, delivered or mailed by first class United States mail,

postage prepaid, to the Secretary of the Corporation and received in the form

required by these By-laws not less than ninety days prior to the anniversary of

the prior year's annual meeting of stockholders or not less than seven days

following the day on which notice of any special meeting has been mailed to

stockholders calling for the election of directors. Each such notice shall set

forth (i) the name, age, business address and, if known, residence address of

each nominee proposed in such notice, (ii) the principal occupation or

employment of each such nominee for the past five years and (iii) evidence of

such nominee's

                                      8
<PAGE>

Amended and
Restated as of
March 1, 2002

qualification under Section 3.1 to these By-laws. The Chairman of the meeting

may, if the facts warrant, determine and declare to the meeting that a

nomination was not made in accordance with the foregoing procedure, and if he

should so determine, he shall so declare to the meeting and the defective

nomination shall be disregarded.

     Section 3.4     Non-Discrimination Statement. Consistent with the
     -----------     ----------------------------

Corporation's equal employment opportunity policy, nominations for the election

of directors shall be made by the Board of Directors and accepted from

stockholders in a manner consistent with these By-Laws and without regard to

the nominee's race, color, ethnicity, religion, sex, age, national origin,

veteran status, handicap or disability.

     Section 3.5     Regular Meetings. Regular meetings of the Board of
     -----------     ----------------

Directors may be held at such places within or without the State of Delaware

and at such times as the Board of Directors may from time to time determine,

and if so determined notices thereof need not be given.

     Section 3.6     Special Meetings. Special meetings of the Board of
     -----------     ----------------

Directors may be held at any time or place within or without the State of

Delaware whenever called by the Chairman of the Board of Directors, the Vice

Chairman of the Board of Directors, the Chairman of the Executive Committee, or

by the President. Reasonable notice thereof shall be given by the person

calling the meeting, not later than the second day before the date of the

special meeting.

     Section 3.7     Telephonic Meetings Permitted. Members of the Board of
     -----------     -----------------------------

Directors, or any committee designated by the Board, may participate in any

meeting of such Board or committee by means of conference telephone or similar

communications equipment by means of which all persons participating in the

meeting can hear each other, and participation in a meeting pursuant to this

by-law shall constitute presence in person at such meeting. No electronic

recording or stenographic transcription of any meeting of the Board or any

committee shall be permitted without the consent of a majority of the Board or

committee members present at the meeting and no recording or

                                      9
<PAGE>

Amended and
Restated as of
March 1, 2002

transcription made in violation of these By-laws shall be disclosed to any

third person, admissible in any proceeding or used in any fashion.

     Section 3.8     Quorum; Vote Required For Action; Informal Action. At all
     -----------     -------------------------------------------------

meetings of the Board of Directors a majority of the whole Board shall

constitute a quorum for the transaction of business. Except in cases in which

the certificate of incorporation or these by-laws otherwise provide, the vote

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. Unless otherwise restricted

by the certificate of incorporation or 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 such committee, as the case may be, consent thereto in writing, and the

writing or writings are filed with the minutes of the proceedings of the Board

or committee.

     Section 3.9     Organization. Meetings of the Board of Directors shall be
     -----------     ------------

presided over by the Chairman of the Board, if any, or in his absence by the

Vice Chairman of the Board, if any, or in his absence by the President, or in

his absence by the Chairman of the Executive Committee, if any, or in his

absence by a Vice President, or in the absence of the foregoing persons by a

chairman designated by the Board of Directors, or in the absence of such

designation by a chairman chosen at the meeting. The Secretary shall act as a

secretary of the meeting, but in his absence the chairman of the meeting may

appoint any person to act as secretary of the meeting.

     Section 3.10    Compensation Of Directors. The Directors and members of
     ------------    -------------------------

standing committees shall receive such fees or salaries as fixed by resolution

of the Executive Committee and in addition will receive expenses in connection

with attendance or participation in each regular or special meeting.

                                     10
<PAGE>

Amended and
Restated as of
March 1, 2002

                                  ARTICLE IV
                                  ----------

                                  COMMITTEES
                                  ----------

     Section 4.1     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 the 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 place of any

such absent or disqualified member. Any such committee, to the extent provided

in the resolution of the Board of Directors, shall have and may exercise all

the powers and authority of the Board of Directors in the management of the

business and affairs of the Corporation, and may authorize the seal of the

Corporation to be affixed to all papers which may require it; but no such

committee shall have power or authority in reference to amending the

certificate of incorporation of the Corporation, adopting an agreement of

merger or consolidation, recommending to the stockholders the sale, lease or

exchange or all or substantially all of the Corporation's property and assets,

recommending to the stockholders a dissolution of the Corporation or a

revocation of dissolution, or amending these by-laws. The Board of Directors

shall, at the annual organization meeting thereof, elect an Executive Committee

which shall consist of not more than three members, all of whom shall be

members of the Board of Directors. The Executive Committee shall have and may

exercise all of the powers and authority of the Board of Directors in the

management of the business and affairs of the Corporation to the fullest extent

permitted by law (as presently allowed under Section 141 (c) to the Delaware

General Corporation Law as revised effective July 1, 1996, and

                                     11
<PAGE>

Amended and
Restated as of
March 1, 2002

as may be allowed in the future pursuant to amendments or revisions to

applicable law). Any Director may be removed from any committee of the Board

with or without cause by the affirmative vote of a majority of the entire Board

of Directors.

     Section 4.2     Committee Rules. Unless the Board of Directors otherwise
     -----------     ---------------

provides, each committee designated by the Board may make, alter and repeal

rules for the conduct of its business. In the absence of such rules each

committee shall conduct its business in the same manner as the Board of

Directors conducts its business pursuant to Article III of these by-laws.

                                     12
<PAGE>

Amended and
Restated as of
March 1, 2002

                                    ARTICLE V
                                    ---------

                                     OFFICERS
                                     --------

     Section 5.1     Executive Officers; Election; Qualifications; Term of
     -----------     -----------------------------------------------------

Office; Resignation; Removal; Vacancies. The officers of the Corporation shall
---------------------------------------

consist of a President, Vice Presidents, Secretary, Assistant Secretaries,

Treasurer, Assistant Treasurers, General Counsel, and such other officers as

may from time to time be elected or appointed by the Board of Directors. Any

officer may resign at any time upon written notice to the Corporation. The

Board of Directors may remove any officer with or without cause at any time,

but such removal shall be without prejudice to the contractual rights of such

officer, if any, with the Corporation. Any number of offices may be held by the

same person. Any vacancy occurring in any office of the Corporation by death,

resignation, removal or otherwise may be filled for the unexpired portion of

the term by the Board of Directors at any regular or special meeting. In the

absence of any officer, the Board of Directors may delegate his power and

duties to any other officer or to any director for the time being.

     Section 5.2     Duties Of The Chairman Of The Board. The Chairman of the
     -----------     -----------------------------------

Board shall preside at all meetings of the shareholders and the Board, shall

have general and active management of the business of the Corporation and shall

perform such duties as the Board of Directors may prescribe. The Chairman of

the Board shall not be deemed an executive officer of the Corporation if he is

a non-employee director and shall otherwise be an executive officer of the

Corporation only if specifically designated as such by the Board of Directors

at the time of his election or appointment.

     Section 5.3     President. The President shall be the Chief Executive
     -----------     ---------

Officer of the Corporation, may execute in the name of the Corporation all

contracts and agreements authorized by the Board or the Executive Committee. He

may sign certificates of stock; he shall have general supervision and direction

of all the other officers of the Corporation; he shall submit a complete

                                     13
<PAGE>

Amended and
Restated as of
March 1, 2002

report of the operations and condition of the Corporation for the year to the

Chairman and to the directors at their regular meetings, and from time to time

shall report to the directors all matters which the interest of the Corporation

may require to be brought to their notice. He shall have the general powers and

duties usually vested in the office of a President of a corporation.

     Section 5.4     Vice President - Finance. The Vice President - Finance
     -----------     ------------------------

shall be the Chief Accounting and Chief Financial Officer of the Corporation

and shall be responsible to the Board of Directors, the Executive Committee and

the President for all financial control and internal audit of the Corporation

and its subsidiaries. He shall perform such other duties as may be assigned to

him by the Board of Directors, the Executive Committee or the President.

     Section 5.5     Vice Presidents. The Vice Presidents elected or appointed
     -----------     ---------------

by the Board of Directors shall perform such duties and exercise such powers as

may be assigned to them from time to time by the Board of Directors, the

Executive Committee or the President. In the absence or disability of the

President, the Vice President designated by the Board of Directors, the

Executive Committee, or the President shall perform the duties and exercise the

powers of the President. A Vice President may sign and execute contracts and

other obligations pertaining to the regular course of his duties.

     Section 5.6     Secretary. The Secretary shall be ex-officio Secretary of
     -----------     ---------

the Board of Directors and of the standing committees. He shall attend all

sessions of the Board, act as clerk thereof, record all votes and keep the

minutes of all proceedings in a book to be kept for that purpose. He shall

perform like duties for the standing committees when required. He shall see

that the proper notices are given of all meetings of stockholders and

directors, and perform such other duties as may be prescribed from time to time

by the Board of Directors, the Executive Committee, the Chairman or the

President, and shall be sworn to the faithful discharge of his duties.

     Section 5.7     Treasurer. The Treasurer shall keep full and accurate
     -----------     ---------

accounts of receipts

                                     14
<PAGE>

Amended and
Restated as of
March 1, 2002

and disbursements in books belonging to the Corporation and shall deposit all

monies and other valuable effects in the name and to the credit of the

Corporation, in such depositories as may be designated by the Board of

Directors or Executive Committee. He shall disburse the funds of the

Corporation as may be ordered by the Board, the Executive Committee or the

President, taking proper vouchers therefor, and shall render to the President

and the Executive Committee and Directors, whenever they may require it, an

account of all his transactions as Treasurer, and of the financial condition of

the Corporation, and at the annual organization meeting of the Board a like

report for the preceding year.

     Section 5.8     General Counsel. The General Counsel shall be the legal
     -----------     ---------------

adviser of the Corporation and shall perform such services as the Chairman,

President, Board of Directors or Executive Committee may require.

                                     15
<PAGE>

Amended and
Restated as of
March 1, 2002

                                   ARTICLE VI
                                   ----------

                                     Stock
                                     -----

     Section 6.1     Certificates. Every holder of stock shall be entitled to
     -----------     ------------

have a certificate signed by or in the name of the Corporation by the Chairman

or Vice Chairman of the Board of Directors, if any, or the President of the

Corporation, certifying the number of shares owned by him in the Corporation.

Any of or all the signatures on the certificate may be a facsimile. In case any

officer, transfer agent, or registrar who has signed or whose facsimile

signature has been placed upon a certificate, shall have ceased to be such

officer, transfer agent, or registrar before such certificate is issued, it may

be issued by the Corporation with the same effect as if he were such officer,

transfer agent, or registrar at the date of issue.

     Section 6.2     Lost, Stolen Or Destroyed Stock Certificates; Issuance Of
     -----------     ---------------------------------------------------------

New Certificates. The Corporation may issue a new certificate of stock in the
----------------

place of any certificate theretofore issued by it, alleged to have been lost,

stolen or destroyed, and the Corporation may require the owner of the lost,

stolen or destroyed certificate, or his legal representative, to give the

Corporation a bond sufficient to indemnify it against any claim that may be

made against it on account of the alleged loss, theft or destruction of any

such certificate or the issuance of such new certificate.

                                     16
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Amended and
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March 1, 2002

                                   ARTICLE VII
                                   -----------

                                 Indemnification
                                 ---------------

     Section 7.1.    General. The Company shall indemnify, and advance Expenses
     -----------     -------

(as hereinafter defined) to, Indemnitee (as hereinafter defined) to the fullest

extent permitted by applicable law in effect on the adoption of these By-Laws,

and to such greater extent as applicable law may thereafter from time to time

permit. The rights of Indemnitee provided under the preceding sentence shall

include, but shall not be limited to, the rights set forth in the other

Sections of this Article.

     Section 7.2.    Proceedings Other Than Proceedings By Or In The Right Of
     -----------     --------------------------------------------------------

The Company. Indemnitee shall be entitled to the indemnification rights
-----------

provided in this Section 7.2 if, by reason of his Corporate Status (as

hereinafter defined), he is, or is threatened to be made, a party to any

threatened, pending, or completed Proceeding (as hereinafter defined), other

than a Proceeding by or in the right of the Company. Pursuant to this Section

7.2, Indemnitee shall be indemnified against Expenses, judgments, penalties,

fines and amounts paid in settlement actually and reasonably incurred by him

or on his behalf in connection with such Proceeding or any claim, issue or

matter therein, 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 Company, and,

with respect to any criminal Proceeding, had no reasonable cause to believe

his conduct was unlawful.

     Section 7.3.    Proceedings By Or In The Right Of The Company. Indemnitee
     -----------     ---------------------------------------------

shall be entitled to the indemnification rights provided in this Section 7.3

to the fullest extent permitted by law if, by reason of his Corporate Status,

he is, or is threatened to be made, a party to any threatened, pending or

completed Proceeding brought by or in the right of the Company to procure a

judgment in its favor. Pursuant to this Section 7.3, Indemnitee shall be

indemnified against Expenses,

                                     17
<PAGE>

Amended and
Restated as of
March 1, 2002

judgments, penalties, fines and amounts paid in settlement actually and

reasonably incurred by him or on his behalf in connection with such

Proceeding if he acted in good faith and in a manner he reasonably believed

to be in or not opposed to the best interest of the Company.

     Section 7.4.    Indemnification For Expenses Of A Party Who Is Wholly Or
     -----------     --------------------------------------------------------

Partly Successful. Notwithstanding any other provision of this Article, to
-----------------

the extent that Indemnitee is, by reason of his Corporate Status, a party to

and is successful, on the merits or otherwise, in any Proceeding, he shall be

indemnified against all Expenses actually and reasonably incurred by him or

on his behalf in connection therewith. If Indemnitee is not wholly successful

in such Proceeding but is successful, on the merits or otherwise, as to one

or more but less than all claims, issues or matters in such Proceeding, the

Company shall indemnify Indemnitee against all Expenses actually and

reasonably incurred by him or on his behalf in connection with each

successfully resolved claim, issue or matter. For purposes of this Section

and without limitation, the termination of any claim, issue or matter in such

a Proceeding by dismissal, with or without prejudice, shall be deemed to be a

successful result as to such claim, issue or matter.

     Section 7.5.    Indemnification For Expenses Of A Witness.
     -----------     -----------------------------------------

Notwithstanding any other provision of this Article, to the extent that

Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding,

he shall be indemnified against all Expenses actually and reasonably incurred by

him or on his behalf in connection therewith.

     Section 7.6.    Advancement Of Expenses. The Company shall advance all
     -----------     -----------------------

reasonable Expenses incurred by or on behalf of Indemnitee in connection with

any Proceeding within twenty days after the receipt by the Company of a

statement or statements from Indemnitee requesting such advance or advances

from time to time, whether prior to or after final disposition of such

proceeding. Such statement or statements shall reasonably evidence the

Expenses incurred by Indemnitee and shall include or be preceded or

accompanied by an undertaking by or on behalf of Indemnitee to



                                     18
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Amended and
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repay any Expenses advanced if it shall ultimately be determined that

Indemnitee is not entitled to be indemnified against such Expenses.

     Section 7.7.    Procedure For Determination Of Entitlement To
     -----------     ---------------------------------------------
Indemnification.
---------------

             (a)     To obtain indemnification under this Article, Indemnitee

shall submit to the Company a written request, including therein or therewith

such documentation and information as is reasonably available to Indemnitee

and is reasonably necessary to determine whether and to what extent

Indemnitee is entitled to indemnification. The determination of Indemnitee's

entitlement to indemnification shall be made not later than 60 days after

receipt by the Company of the written request for indemnification. The

Secretary of the Company shall, promptly upon receipt of such a request for

indemnification, advise the Board of Directors in writing that Indemnitee has

requested indemnification.

             (b)     Indemnitee's entitlement to indemnification under any of

Sections 7.2, 7.3 or 7.4 of this Article shall be determined in the specific

case: (i) by the Board of Directors by a majority vote of a quorum of the

Board consisting of Disinterested Directors (as hereinafter defined); or (ii)

by Independent Counsel (as hereinafter defined), in a written opinion, if (A)

a Change of Control (as hereinafter defined) shall have occurred and

Indemnitee so requests, or (B) if a quorum of the Board of Directors

consisting of Disinterested Directors is not obtainable or, even if

obtainable, such quorum of Disinterested Directors so directs; or (iii) by

the stockholders of the Company; or (iv) as provided in Section 7.8 of this

Article.

             (c)     In the event the determination of entitlement to

indemnification is to be made by Independent Counsel pursuant to Section

7.7(b) of this Article, the Independent Counsel shall be selected as provided

in this Section 7.7(c). If a Change of Control shall not have occurred, the

Independent Counsel shall be selected by the Board of Directors, and the

Company shall give written notice to Indemnitee advising him of the identity

of the Independent Counsel so selected. If a Change

                                     19
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of Control shall have occurred, and if so requested by Indemnitee in his

written request for indemnification, the Independent Counsel shall be

selected by Indemnitee, and Indemnitee shall give written notice to the

Company advising it of the identity of the Independent Counsel so selected.

In either event, Indemnitee or the Company, as the case may be, may, within 7

days after such written notice of selection shall have been given, deliver to

the Company or to Indemnitee, as the case may be, a written objection to such

selection. Such objection may be asserted only on the ground that the

Independent Counsel so selected does not meet the requirements of

"Independent Counsel" as defined in Section 7.13 of this Article, and the

objection shall set forth with particularity the factual basis of such

assertion. If such written objection is made, the Independent Counsel so

selected shall be disqualified from acting as such. If, within 20 days after

submission by Indemnitee of a written request for indemnification pursuant to

Section 7.7(a) hereof, no Independent Counsel shall have been selected, or if

selected shall have been objected to, in accordance with this Section 7.7(c),

either the Company or Indemnitee may petition the Court of Chancery of the

State of Delaware for the appointment as Independent Counsel of a person

selected by the Court or by such other person as the Court shall designate,

and the person so appointed shall act as Independent Counsel under Section

7.7(b) hereof. The Company shall pay any and all reasonable fees and expenses

of Independent Counsel incurred by such Independent Counsel in acting

pursuant to Section 7.7(b) hereof, and the Company shall pay all reasonable

fees and expenses incident to the procedures of this Section 7.7(c),

regardless of the manner in which such Independent Counsel was selected or

appointed.

     Section 7.8.    Presumptions And Effect Of Certain Proceedings. If a
     -----------     ----------------------------------------------

Change of Control shall have occurred, Indemnitee shall be presumed (except

as otherwise expressly provided in this Article) to be entitled to

indemnification under this Article upon submission of a request for

indemnification in accordance with Section 7.7(a) of this Article, and

thereafter the Company shall have the burden of proof to overcome that

presumption in reaching a determination contrary to that

                                     20
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presumption. Whether or not a Change of Control shall have occurred, if the

person or persons empowered under Section 7.7 of this Article to determine

entitlement to indemnification shall not have made a determination within 60

days after receipt by the Company of the request therefor, the requisite

determination of entitlement to indemnification shall be deemed to have been

made and Indemnitee shall be entitled to such indemnification unless (i)

Indemnitee misrepresented or failed to disclose a material fact in making the

request for indemnification, or (ii) such indemnification is prohibited by

law. The termination of any Proceeding described in any of Sections 7.2, 7.3,

or 7.4 of this Article, or of any claim, issue or matter therein, by

judgment, order, settlement or conviction, or upon a plea of nolo contendere
                                                             ---------------

or its equivalent, shall not (except as otherwise expressly provided in this

Article) of itself adversely affect the right of Indemnitee to

indemnification or create a presumption that Indemnitee 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 Company or, with respect to any criminal

Proceeding, that Indemnitee had reasonable cause to believe that his conduct

was unlawful.

     Section 7.9.    Remedies Of Indemnitee.
     -----------     ----------------------

             (a)     In the event that (i) a determination is made pursuant

to Section 7.7 of this Article that Indemnitee is not entitled to

indemnification under this Article, (ii) advancement of Expenses is not

timely made pursuant to Section 7.6 of this Article, or (iii) payment of

indemnification is not made within five (5) days after a determination of

entitlement to indemnification has been made or deemed to have been made

pursuant to Sections 7.7 or 7.8 of this Article, Indemnitee shall be entitled

to an adjudication in an appropriate court of the State of Delaware, or in

any other court of competent jurisdiction, of his entitlement to such

indemnification or advancement of Expenses. Alternatively, Indemnitee, at his

option, may seek an award in arbitration to be conducted by a single

arbitrator pursuant to the rules of the American Arbitration Association. The

Company shall not oppose Indemnitee's right to seek any such adjudication or

                                     21
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award in arbitration.

             (b)     In the event that a determination shall have been made

pursuant to Section 7.7 of this Article that Indemnitee is not entitled to

indemnification, any judicial proceeding or arbitration commenced pursuant to

this Section 7.9 shall be conducted in all respects as a de novo trial, or
                                                         -------

arbitration, on the merits and Indemnitee shall not be prejudiced by reason

of that adverse determination. If a Change of Control shall have occurred, in

any judicial proceeding or arbitration commenced pursuant to this Section 7.9

the Company shall have the burden of proving that Indemnitee is not entitled

to indemnification or advancement of Expenses, as the case may be.

             (c)     If a determination shall have been made or deemed to

have been made pursuant to Sections 7.7 or 7.8 of this Article that

Indemnitee is entitled to indemnification, the Company shall be bound by such

determination in any judicial proceeding or arbitration commenced pursuant to

this Section 7.9, unless (i) Indemnitee misrepresented or failed to disclose

a material fact in making the request for indemnification, or (ii) such

indemnification is prohibited by law.

             (d)     The Company shall be precluded from asserting in any

judicial proceeding or arbitration commenced pursuant to this Section 7.9

that the procedures and presumptions of this Article are not valid, binding

and enforceable and shall stipulate in any such court or before any such

arbitrator that the Company is bound by all the provisions of this Article.

             (e)     In the event that Indemnitee, pursuant to this Section

7.9, seeks a judicial adjudication of, or an award in arbitration to enforce

his rights under, or to recover damages for breach of, this Article,

Indemnitee shall be entitled to recover from the Company, and shall be

indemnified by the Company against, any and all expenses (of the types

described in the definition of Expenses in Section 7.13 of this Article)

actually and reasonably incurred by him in such judicial adjudication or

arbitration, but only if he prevails therein. If it shall be determined in

said judicial adjudication or arbitration that Indemnitee is entitled to

receive part but not all of the

                                     22
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Amended and
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March 1, 2002

indemnification or advancement of Expenses sought, the expenses incurred by

Indemnitee in connection with such judicial adjudication or arbitration shall

be appropriately prorated.

     Section 7.10.   Non-Exclusivity And Survival Of Rights. The rights of
     ------------    --------------------------------------

indemnification and to receive advancement of Expenses as provided by this

Article shall not be deemed exclusive of any other rights to which Indemnitee

may at any time be entitled under applicable law, the Certificate of

Incorporation, the By-Laws, any agreement, a vote of stockholders or a

resolution of directors, or otherwise. Notwithstanding any amendment,

alteration or repeal of any provision of this Article, Indemnitee shall,

unless otherwise prohibited by law, have the rights of indemnification and to

receive advancement of Expenses as provided by this Article in respect of any

action taken or omitted by Indemnitee in his Corporate Status and in respect

of any claim asserted in respect thereof at any time when such provision of

this Article was in effect. The provisions of this Article shall continue as

to an Indemnitee whose Corporate Status has ceased and shall inure to the

benefit of his heirs, executors and administrators.

     Section 7.11.   Severability. If any provision or provisions of this
     ------------    ------------

Article shall be held to be invalid, illegal or unenforceable for any reason

whatsoever:

             (a)     the validity, legality and enforceability of the

remaining provisions of this Article (including without limitation, each

portion of any Section of this Article containing any such provision held to

be invalid, illegal or unenforceable, that is not itself invalid, illegal or

unenforceable) shall not in any way be affected or impaired thereby; and

             (b)     to the fullest extent possible, the provisions of this

Article (including, without limitation, each portion of any Section of this

Article containing any such provision held to be invalid, illegal or

unenforceable, that is not itself invalid, illegal or unenforceable) shall be

construed so as to give effect to the intent manifested by the provision held

invalid, illegal or unenforceable.

                                     23
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Amended and
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     Section 7.12.   Certain Persons Not Entitled To Indemnification Or
     ------------    --------------------------------------------------

Advancement Of Expenses. Notwithstanding any other provision of this Article,
-----------------------

no person shall be entitled to indemnification or advancement of Expenses

under this Article with respect to any Proceeding, or any claim therein,

brought or made by him against the Company.

     Section 7.13.   Definitions. For purposes of this Article:
     ------------    -----------

             (a)     "Change in Control" means a change in control of the

Company of a nature that would be required to be reported in response to Item

5(f) of Schedule 14A of Regulation 14A (or in response to any similar item on

any similar schedule or form) promulgated under the Securities Exchange Act

of 1934 (the "Act"), whether or not the Company is then subject to such

reporting requirement; provided, however, that, without limitation, such a

Change in Control shall be deemed to have occurred if (i) any "person" (as

such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the

"beneficial owner") (as defined in Rule 13d-3 under the Act), directly or

indirectly, of securities of the Company representing 20% or more of the

combined voting power of the Company's then outstanding securities without

the prior approval of at least two-thirds of the members of the Board of

Directors in office immediately prior to such person attaining such

percentage interest; (ii) the Company is a party to a merger, consolidation,

sale of assets or other reorganization, or a proxy contest, as a consequence

of which members of the Board of Directors in office immediately prior to

such transaction or event constitute less than a majority of the Board of

Directors thereafter; or (iii) during any period of two consecutive years,

individuals who at the beginning of such period constituted the Board of

Directors (including for this purpose any new director whose election or

nomination for election by the Company's stockholders was approved by a vote

of at least two-thirds of the directors then still in office who were

directors at the beginning of such period) cease for any reason to constitute

at least a majority of the Board of Directors.

             (b)     "Corporate Status" describes the status of a person who

is or was a director,

                                     24
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Amended and
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March 1, 2002

officer, employee, agent or fiduciary of the Company or of any other

corporation, partnership, joint venture, trust, employee benefit plan or

other enterprise which such person is or was serving at the request of the

Company.

             (c)     "Disinterested Director" means a director of the Company

who is not and was not a party to the Proceeding in respect of which

indemnification is sought by Indemnitee.

             (d)     "Expenses" shall include all reasonable attorneys' fees,

retainers, court costs, transcript costs, fees of experts, witness fees,

travel expenses, duplicating costs, printing and binding costs, telephone

charges, postage, delivery service fees, and all other disbursements or

expenses of the types customarily incurred in connection with prosecuting,

defending, preparing to prosecute or defend, investigating, or being or

preparing to be a witness in a Proceeding.

             (e)     "Indemnitee" includes any person who is, or is

threatened to be made, a witness in or a party to any Proceeding as described

in Sections 7.2, 7.3 or 7.4 of this Article by reason of his Corporate Status.

             (f)     "Independent Counsel" means a law firm, or a member of a

law firm, that is experienced in matters of corporation law and neither

presently is, nor in the past five (5) years has been, retained to represent:

(i) the Company or Indemnitee in any matter material to either such party, or

(ii) any other party to the Proceeding giving rise to a claim for

indemnification hereunder. Notwithstanding the foregoing, the term

"Independent Counsel" shall not include any person who, under the applicable

standards of professional conduct then prevailing, would have a conflict of

interest in representing either the Company or Indemnitee in an action to

determine Indemnitee's rights under this Article.

             (g)     "Proceeding" includes any action, suit, arbitration,

alternate dispute resolution mechanism, investigation, administrative hearing

or any other proceeding whether civil, criminal, administrative or

investigative, except one initiated by an Indemnitee pursuant to Section

                                     25
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Amended and
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March 1, 2002

7.9 of this Article to enforce his rights under this Article.

     Section 7.14.   Miscellaneous. Use of the masculine pronoun shall be
     ------------    -------------

deemed to include usage of the feminine pronoun where appropriate.

                                     26
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Amended and
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March 1, 2002

                                   ARTICLE VIII
                                   ------------

                                   Miscellaneous
                                   -------------

     Section 8.1     Fiscal Year. The fiscal year of the Corporation shall be
     -----------     -----------

determined by resolution of the Board of Directors.

     Section 8.2     Waiver Of Notice Of Meetings Of Stockholders, Directors,
     -----------     -------------------------------------------------------

And Committees. Any written waiver of notice, signed by the person entitled
--------------

to notice, whether before or after the time stated therein, shall be deemed

equivalent to notice. Attendance of a person at a meeting shall constitute a

waiver of notice of such meeting, except when the person attends a meeting

for the express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or

convened. Neither the business to be transacted at, nor the purpose of any

regular or special meeting of the stockholders, directors, or members of a

committee of directors need be specified in any written waiver of notice.

     Section 8.3     Interested Directors; Quorum. No contract or transaction
     -----------     ----------------------------

between the Corporation and one or more of its directors or officers, or

between the Corporation and any other corporation, partnership, association,

or other organization in which one or more of its directors or officers are

directors or officers, or have a financial interest, shall be void or

voidable solely for this reason, or solely because the director or officer is

present at or participates in the meeting of the Board or committee thereof

which authorizes the contract or transaction, or solely because his or their

votes are counted for such purpose, if: (1) the material facts as to his

relationship or interest and as to the contract or transaction are disclosed or

are known to the Board of Directors or the committee, and the Board or the

committee in good faith authorizes the contract or transaction by the

affirmative vote of a majority of the disinterested directors, even though the

disinter ested directors be less than a quorum; or (2) the material facts as to

his relationship or interest and as to

                                     27
<PAGE>

Amended and
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March 1, 2002

the contract or transaction are disclosed or are known to the stockholders

entitled to vote thereon, and the contract or transaction is specifically

approved in good faith by vote of the stockholders; or (3) the contract or

transaction is fair as to the Corporation as of the time it is authorized,

approved or ratified, by the Board of Directors, a committee thereof, or the

stockholders. Common or interested directors may be counted in determining the

presence of a quorum at a meeting of the Board of Directors or of a committee

which authorizes the contract or transaction.

     Section 8.4     Attorneys' Fees in Shareholder Actions. No stockholder
     -----------     --------------------------------------

shall bring any action against the Corporation or any officer or director of

the Corporation (in their respective capacities), unless such stockholder and

any person controlling such stockholder shall have entered an agreement with

the Corporation, reasonably satisfactory to it, requiring the losing party to

pay to the prevailing party the attorneys' fees and expenses incurred by the

prevailing party in such action. As used in this Section 8.4, the term

"person" shall have the meaning given it in Section 13(d) of the Securities

Exchange Act of 1934 ("Exchange Act"), and the term "controlling" shall have

the meaning given it in Rule 12b-2 under the Exchange Act. This provision

shall not apply to any action or claim arising before this provision shall

have become effective.

     Section 8.5     Form Of Records. Any records maintained by the
     -----------     ---------------

Corporation in the regular course of its business, including its stock

ledger, books of account, and minute books, may be kept on, or be in the form

of, tape, disc, photographs, microphotographs, or any other information

storage device, provided that the records so kept can be converted into

clearly legible form within a reasonable time. The Corporation shall so

convert any records so kept upon the request of any person entitled to

inspect the same.

     Section 8.6     Amendment Of By-Laws. The Board of Directors of the
     -----------     --------------------

Corporation is expressly authorized to adopt, amend or repeal the by-laws of

the Corporation by a vote of a majority of the entire Board. The stockholders

may make, alter or repeal any by-law whether or not

                                     28
<PAGE>

Amended and
Restated as of
March 1, 2002

adopted by them, provided however, that any such additional by-laws,

alterations or repeal may be adopted only by the affirmative vote of the

holders of 75% or more of the outstanding shares of capital stock of the

Corporation entitled to vote generally in the election of directors

(considered for this purpose as one class), unless such additional by-laws,

alterations or repeal shall have been recommended to the stockholders for

adoption by a majority of the Board of Directors, in which event such

additional by-laws, alterations or repeal may be adopted by the affirmative

vote of the holders of a majority of the outstanding shares of capital stock

of the Corporation entitled to vote generally in the election of directors

(considered for this purpose as one class).

     Section 8.7     Restrictive Gaming Legend. All certificates issued for
     -----------     -------------------------

Shares of the $.10 par value Common Stock of the Corporation shall bear the

following legend:

                     "Any and all shares of Common Stock of the Corporation

                      are held subject to the condition that if (a) any

                      regulatory authority should request, determine or

                      otherwise advise that the holder or owner is

                      disqualified, or unsuitable, must qualify for or obtain a

                      license, or must submit an application and satisfy a

                      review process, including background checks, in order for

                      the Corporation or any subsidiary to obtain or retain a

                      license or a relicense, or otherwise avoid significant

                      penalties or business disadvantage, and (b) such holder

                      or owner shall fail to submit to qualification within

                      fifteen (15) days following such request, determination

                      or advice, or fail to be found qualified or suitable,

                      then (c) such holder or owner, at the request of the

                      Corporation or the appropriate regulatory authority,

                      shall promptly dispose of such holder's or owner's

                      interest in the Corporation's Common Stock and shall be

                      subject to any order of such regulatory body limiting

                      such holder's or owner's rights pending such disposition.

                      Without limiting the foregoing, any

                                     29
<PAGE>

Amended and
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March 1, 2002

                      holder or owner that intends to acquire, directly or

                      indirectly, ten percent (10%) or more of the outstanding

                      common stock of the Corporation (regardless of class or

                      series) shall first notify the Corporation and obtain

                      prior written approval from the Delaware State Lottery

                      Office. Since money damages are inadequate to protect the

                      Corporation, it shall be entitled to injunctive relief to

                      enforce the foregoing provision."

     Section 8.8     Restrictions on Transfer of Class A Common Stock.
     -----------     ------------------------------------------------

             (a)     Restriction. Shares of the Company's Class A Common
                     -----------

Stock (the "Shares") may be sold, transferred or disposed of only in
                                                             ----

accordance with the following:

                     (i)   Shares may be sold or transferred to any other

                holder of Shares, provided that such holder has not acquired

                Shares in contravention of these Bylaws; or

                     (ii)  Shares may be sold, transferred or pass by

                intestacy, will or inheritance to:

                           (A) one or more members of the immediate

                       family of a holder of Shares, provided that

                       such holder has not acquired Shares in

                       contravention of these Bylaws;

                           (B) a corporation all of the shares of

                       which are owned by holders of Shares (or

                       one or more members of the immediate family

                       of a holder of Shares), provided that no such

                       holder has acquired Shares in contravention

                       of these Bylaws;

                           (C) a trust all of the beneficial

                       interests of

                                     30
<PAGE>

Amended and
Restated as of
March 1, 2002

                       which are owned by holders of Shares (or one or

                       more members of the immediate family of a holder

                       of Shares), provided that no such holder has

                       acquired Shares in contravention of these Bylaws;

                       or

                           (D) a general or limited partnership all of

                       the partnership interests in which are owned by

                       holders of Shares (or one or more members of the

                       immediate family of a holder of Shares), provided

                       that no such holder has acquired Shares in

                       contravention of these Bylaws.

             (b)     Family Member Defined. For purposes of clause (a)(ii)
                     ---------------------

above, "members of the immediate family" shall be limited to any child,

stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,

mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or

sister-in-law, and shall include adoptive relationships.

             (c)     Evidence of Compliance. Prior to any sale, transfer or
                     ----------------------

disposition of Shares, the holder may be required, at the option of the

Company, to furnish appropriate evidence of compliance with these Bylaws,

including but not limited to an opinion of counsel.

             (d)     Conversion. Shares may be converted to shares of the
                     ----------

Company's Common Stock and sold, transferred or disposed of without regard to

the limitations set forth in clause (a) above.

             (e)     Pledge. The bona fide pledge of Shares as collateral
                     ------

security for indebtedness to the pledgee shall not be deemed to violate

clause (a) above, provided that the pledgee provides to the Company a written

undertaking not to sell, transfer or dispose of the Shares in violation of

these

                                     31
<PAGE>

Amended and
Restated as of
March 1, 2002

Bylaws.

             (f)     Legend. All certificates evidencing the Shares (and
                     ------

replacement certificates issued in their stead) shall be inscribed with the

following legend (in addition to any other legends required hereunder or

under federal or state securities laws):

                    "The Shares of Class A Common Stock represented

              by this certificate may be sold, transferred or otherwise

              disposed of only in accordance with the terms and

              conditions set forth in the Company's Bylaws, which terms

              and conditions restrict, and in some instances prohibit,

              the transfer or other disposition of such Shares and which

              terms and conditions may only be amended by shareholders

              owning 75% or more of the outstanding shares of Class A

              Common Stock. The terms and conditions set forth in the

              Company's Bylaws are incorporated herein by reference and

              copies thereof are available for inspection or will be

              mailed by the Company to any holder without charge within

              five days after the Company's receipt of a written request

              therefor."

             (g)     Vote Required to Amend. This Section 8.7 may only be
                     ----------------------

amended by shareholders owning 75% or more of the outstanding Shares.

             (h)     Injunctive Relief. Since money damages would be
                     -----------------

inadequate, the Company or any holder of Shares shall be entitled to

injunctive relief to enforce this Section 8.7.

                                     32