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                           CONSENT OF SOLE SHAREHOLDER
                                       OF
                               FRD ACQUISITION CO.

                  The undersigned, being the sole shareholder of FRD Acquisition
Co., a Delaware corporation (the "Corporation"), does hereby consent, in lieu of
a meeting of the Corporation's stockholders, to the actions hereinafter set
forth, taken or to be taken by the Corporation, and does hereby direct the
Secretary to file this Consent with the minutes of the Corporation.

                  1.       Amendments to Bylaws:

                           RESOLVED, that Article III, Section 1(a) of the
                  Bylaws of the Corporation shall be, and it hereby is, amended
                  in its entirety, so that, as amended, said Article III,
                  Section 1(a) shall be and read as follows:

                           Section 1 - Number, Election and Term of Office:
                           (a) The number of the directors of the Corporation
                  shall not be less than one and no more than seven, within the
                  limits above specified, the number of directors shall be
                  determined from time to time by the stockholders or the Board
                  of Directors at any meeting thereof. The number of directors
                  shall not be less than three, unless all of the outstanding
                  shares are owned beneficially and of record by less than three
                  shareholders, in which event the number of directors shall not
                  be less than the number of shareholders permitted by statute.

                           FURTHER RESOLVED, that Article III, Section 8 of the
                  Bylaws of the Corporation shall be, and it hereby is, amended
                  in its entirety, so that, as amended, said Article III,
                  Section 8 shall be and read as follows:

                           Section 8 - Vacancies:
                           Any vacancy in the Board of Directors occurring by
                  reason of an increase in the number of directors, or by reason
                  of the death, resignation, disqualification, removal (unless a
                  vacancy created by the removal of a director by the
                  shareholders shall be filled by the shareholders at the
                  meeting at which the removal was effected) or inability to act
                  of any director, or otherwise, shall be filled for the
                  unexpired portion of the term by a majority vote of the
                  remaining directors, though less than a quorum, at any regular
                  meeting or special meeting of the Board of Directors called
                  for that purpose or by the shareholders at any meeting
                  thereof.

                                  FLAGSTAR CORPORATION,
                                  A DELAWARE CORPORATION




Dated:  May 24, 1996              By:_________________________________
                                       Rhonda J. Parish
                                       Senior Vice President, General Counsel
                                       and Secretary