BYLAWS

                                       OF

                                FRED MEYER, INC.


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1 Annual Meeting. The annual meeting of the stockholders shall be held at
a date and time fixed by the Board of Directors and stated in the notice of the
meeting. Failure to hold an annual meeting an the designated date shall not
affect the validity of any corporate action.

     1.2 Special Meetings. Special meetings of the stockholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board or the President and shall be called by the Chairman of the Board,
the President or the Secretary upon direction by the Board of Directors.

     1.3 Place of Meetings. Meetings of the stockholders shall be hold at any
place in or out of the State of Delaware designated by the Board of Directors.
If a meeting place is not designated by the Board of Directors, the meeting
shall be held at the Corporation's principal office.

     1.4 Notice of Meetings. Written or printed notice stating the date, time
and place of the meeting of the stockholders and, in the case of a special
meeting or a meeting for which special notice is required by law, the purposes
for which the meeting is called shall be given by the corporation to each
stockholder entitled to vote at the meeting and, if required by law, to any
other stockholders entitled to receive notice, not more than 60 days nor less
than 10 days before the meeting date. If mailed, the notice shall be deemed
given when deposited in the United States mail, postage prepaid, directed to
each stockholder at the stockholder's address shown in the Corporation's record
of stockholders. Any previously scheduled meeting of the shareholders may be
postponed and any special meeting of the shareholders may be canceled by
resolution of the Board of Directors upon public announcement given prior to the
date previously scheduled for such meeting of shareholders.

     1.5 Waiver of Notice. A stockholder may at any time waive any notice
required by law, these Bylaws or the Certificate of Incorporation. The waiver
shall be in writing, be signed by the stockholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A stockholder's attendance at a meeting constitutes a waiver
of notice of such meeting, except when the person attends 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.
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     1.6 Fixing of Record Date.

          (1) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the 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 or exchange of 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 (i) more than 60 nor less than 10 days before the date of
such meeting nor (ii) more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors nor (iii) more than
60 days prior to any other action.

          (2) If no record date is fixed:

               (i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of the 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 hold.

               (ii) 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.

          (3) A determination of stockholders of record entitled to notice of or
to vote at a meeting of the 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.

     1.7 List of Stockholders for Meeting. After a record date for a meeting of
the stockholders is fixed and at least 10 days before any such meeting, the
Corporation shall prepare an alphabetical list of all stockholders entitled to
vote at the meeting of the stockholders showing the address of each stockholder
and the number of shares registered in the name of each stockholder. The list of
stockholders shall be available for inspection by any stockholder, upon proper
demand as may be required by law, for any purpose germane to the meeting, during
ordinary business hours for a period of at least 10 days prior to the meeting,
at the Corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held. The Corporation shall make
the list of stockholders available at the meeting, and any stockholder or the
stockholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the list of stockholders does not affect the validity of action
taken at the meeting except that upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors
they shall be ineligible for election to any office at such meeting.

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     1.8 Quorum; Adjournment.

          (1) A majority of the voting power present in person or represented by
proxy, shall constitute a quorum at a meeting of stockholders.

          (2) The chair of the meeting or a majority of voting power represented
at the meeting, may adjourn the meeting from time to time to a different time
and place without further notice to any stockholder of any adjournment, except
that notice is required if a new record date is or must be set for the adjourned
meeting or if the adjournment is for more than 30 days. At an adjourned meeting
at which a quorum is present, any business may be transacted that might have
been transacted at the meeting originally hold.

          (3) Once a share is represented for any purpose at a meeting, it shall
be present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting.

     1.9 Voting Requirements. If a quorum exists, action on a matter, other than
the election of directors, is approved by the affirmative vote of a majority of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the matter. Unless otherwise provided in the Certificate of
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

     1.10 Proxies. A stockholder may vote shares in person or by proxy. A
stockholder may appoint a proxy either by personally executing an appointment
form or by causing the stockholder's agent or attorney-in-fact to execute such
form, or by such other means as is specifically authorized by law. An
appointment of a proxy is effective when received by the Secretary or other
officer of the Corporation authorized to tabulate votes, but no proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. An appointment is revocable by the stockholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest sufficient in law to support an irrevocable power.

     1.11 Notice of Stockholder Business and Nominations.

          (1) Annual Meetings of Stockholders.

               (a) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (i) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice as provided for in this Section 1.11 and
on the date of the annual meeting, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 1.11.

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               (b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to this Section 1.11, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (ii) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (a) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner and (b) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

               (c) Notwithstanding anything in this Section 1.11 to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
by the Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Section 1.11 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.

          (2) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to

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be elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the Board of Directors or (b) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 1.11, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section 1.11. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by this Section 1.11
shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day prior to such
special meeting and not later than the close of business on the later of the
60th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

          (3) General.

               (a) Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.11 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.11. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall
have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 1.11, and, if
any proposed nomination or business is not in compliance with this Section 1.11,
to declare that such defective proposal or nomination shall be disregarded.

               (b) For the purposes of these Bylaws, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission.

               (c) Notwithstanding the foregoing provisions of Section 1.11, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in Section 1.11. Nothing in Section 1.11 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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                                   ARTICLE II

                               BOARD OF DIRECTORS

     2.1 Duties of Board of Directors. All corporate powers of the Corporation
shall be exercised by or under the authority of its Board of Directors; the
business and affairs of the Corporation shall be managed under the direction of
its Board of Directors. The Board of Directors shall appoint a Chairman, who
shall preside at meetings of the Board of Directors and of the stockholders and
who shall exercise the usual powers pertaining to that office. The Chairman of
the Board shall not be an officer of the Corporation.

     2.2 Number, Term, Qualification and Classification. The number, term,
qualification and classification of the directors of the Board of Directors
shall be as set forth in the Corporation's Certificate of Incorporation.

     2.3 Regular Meetings. A regular meeting of the Board of Directors may be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of the stockholders. Regular meetings of the Board
of Directors shall be held at such times and places as may be from time to time
fixed by the Board of Directors or as may be specified in a notice of meeting.
Notice need not be given of regular meetings of the Board of Directors.

     2.4 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the President or a majority of
the directors then serving and shall be called by the Chairman of the Board, the
President or the Secretary upon direction by the Board of Directors.

     2.5 Notice. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, facsimile
transmission, other form of wire or wireless communication, mail or courier
service sent to director's business or home address. If mailed, notice shall be
effective at the earliest of (a) when received, (b) five days after its deposit
in the United States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, (c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested and the receipt is signed
by or on behalf of the addresses, (d) if given by teletype or facsimile, upon
transmission of the message, or (e) if given by overnight mail or courier, one
day after delivery to the overnight mail or courier service company. Notice by
all other means shall be deemed effective when received by or on behalf of the
director. Notice or waiver of notice of any regular or special meeting need not
describe the purposes of, or the business to be transacted at, the meeting
unless required by law or the Certificate of Incorporation.

     2.6 Waiver of Notice. A director may at any time waive any notice required
by law, these Bylaws or the Certificate of Incorporation. Except as set forth
below, the waiver

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must be in writing, be signed by the director entitled to the notice, specify
the meeting for which notice is waived and be filed with the minutes or
corporate records. A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting unless the director at
the beginning of the meeting, or promptly upon the director's arrival, objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

     2.7 Quorum. One-third of the total number of directors fixed in accordance
with the Certificate of Incorporation shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, except that,
if the total number of directors fixed in accordance with the provisions of the
Certificate of Incorporation is one, then one director shall constitute a
quorum. If less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.

     2.8 Manner of Acting. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless a different number is provided by law, the Certificate of Incorporation
or these Bylaws.

     2.9 Meeting by Telephone Conference; Action Without Meeting.

          (1) Directors may participate in a regular or special meeting by, or
conduct the meeting through, use of any means of communications by which all
directors participating may simultaneously hear each other during the meeting.
Participation in a meeting by this means shall constitute presence in person at
the meeting.

          (2) Any action that is required or permitted to be taken at a meeting
of the Board of Directors may be taken without a meeting if one or more written
consents describing the action taken are signed by all of the directors entitled
to vote on the matter and included in the minutes of proceedings of the Board of
Directors. The action shall be effective when the last director signs the
consent, unless the consent specifies an earlier or liter effective date.

     2.10 Vacancies. Any vacancy on the Board of Directors may be filled by the
Board of Directors as set forth in the Corporation's Certificate of
Incorporation. Any vacancy not filled by the directors shall be filled by
election at an annual meeting or at a special meeting of stockholders called for
that purpose. A vacancy that will occur at a specified later date, by reason of
a resignation or otherwise, may be filled before the vacancy occurs, but the new
director may not take office until the vacancy occurs.

     2.11 Compensation. By resolution of the Board of Directors, the directors
may be paid reasonable compensation for services as directors and their expenses
of attending meetings of the Board of Directors.

     2.12 Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to
have assented to the

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action taken at the meeting unless (a) the director's dissent or abstention from
the action is entered in the minutes of the meeting, (b) the director delivers a
written notice of dissent or abstention to the action to the presiding officer
of the meeting before any adjournment or to the Corporation immediately after
the adjournment of the meeting or (c) the director objects at the beginning of
the meeting or promptly upon the director's arrival to the holding of the
meeting or transacting business at the meeting. The right to dissent or abstain
is not available to a director who voted in favor of the action.

     2.13 Resignation. Any director may resign by delivering written notice to
the Board of Directors, the Chairman of the Board or the Corporation. Unless the
notice specifies a later effective date, a resignation notice shall be effective
upon the earlier of (a) receipt, (b) five days after its deposit in the United
States mail, if mailed postpaid and correctly addressed, or (c) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by addressee. once delivered, a
resignation notice is irrevocable unless revocation is permitted by the Board of
Directors.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     3.1 Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, create one or more committees and appoint members
of the Board of Directors to serve on them. Each committee shall have one or
more members. The creation of a committee and appointment of members to it must
be approved by a majority of all directors in office when the action is taken.
Subject to any limitation imposed by the Board of Directors or by law, each
committee may exercise all the authority of the Board of Directors in the
management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the General Corporation Law of Delaware.

     3.2 Changes of Size and Function. Subject to the provisions of the General
Corporation Law of Delaware, the Board of Directors shall have the power at any
time to change the number of committee members, fill committee vacancies, change
any committee members and change the functions and terminate the existence of a
committee.

     3.3 Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.

     3.4 Compensation. By resolution of the Board of Directors, Committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.

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                                   ARTICLE IV

                                    OFFICERS

     4.1 Appointment. The Board of Directors shall appoint a President and Chief
Executive Officer, such Vice Presidents as the Board of Directors may determine,
a Secretary and a Treasurer. The Board of Directors may appoint such other
officers, assistant officers and agents as the Board of Directors may determine.
Any two or more offices may be held by the same person.

     4.2 Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.

     4.3 Removal. Any officer or agent appointed by the Board of Directors may
be removed by the Board of Directors at any time with or without cause.

     4.4 President. The President shall be the Chief Executive Officer and
exercise the usual powers pertaining to that office. Subject to the control of
the Board of Directors, the President shall be in general charge of the
Corporation's business and affairs. The President shall report to and consult
with the Board of Directors. Unless otherwise determined by the Board of
Directors, the President shall have authority to vote any shares of stock of
another corporation owned by the Corporation and to delegate this authority to
any other officer. The President shall have such other powers and duties as the
Board of Directors may from time to time prescribe. In the absence of the
Chairman of the Board, the President shall preside at meetings of the Board of
Directors and the stockholders.

     4.5 Vice Presidents. Each Vice President shall perform the duties and
responsibilities prescribed by the Board of Directors or as may be assigned from
time to time by the President. The Board of Directors may confer a special title
upon a Vice President.

     4.6 Secretary.

          (1) The Secretary shall record and keep the minutes of all meetings of
the directors and the stockholders in one or more books provided for that
purpose and perform any other duties prescribed by the Board of Directors.

          (2) Any assistant secretary shall have the duties prescribed from time
to time by the Board of Directors or the secretary. In the absence or disability
of the Secretary, the Secretary's duties shall be performed by an assistant
secretary.

     4.7 Treasurer. The Treasurer shall be responsible for such financial
matters of the Corporation and shall have such other duties as are prescribed
from time to time by the Board of Directors.

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                                    ARTICLE V

                                 INDEMNIFICATION

     The Corporation shall indemnify any current or former director or officer
and may indemnify any current or former employee or agent of the Corporation to
the fullest extent not prohibited by law who is made, or threatened to be made,
a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative or other (including an action, suit or proceeding
by or in the right of the Corporation), by reason of the fact that such person
is or was a director, officer, employee or agent of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation partnership, joint venture, trust or other
enterprise. 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
such action, suit or proceeding, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith. The
corporation shall pay for or reimburse the reasonable expenses incurred by any
such current or former director or officer and may pay for or reimburse the
reasonable expenses of any such current or former employee or agent in any such
proceeding in advance of the final disposition of the proceeding if such person
sets forth in writing (i) the person's good faith belief that the person is
entitled to indemnification under this Article and (ii) the person's agreement
to repay all advances if it is ultimately determined that the person is not
entitled to indemnification under this Article. No amendment to these Bylaws
that limits the corporation's obligation to indemnify any person shall have any
effect on such obligation for any act or omission that occurs prior to the later
to occur of the effective date of the amendment or the date notice of the
amendment is given to the person. This Article shall not be deemed exclusive of
any other provisions for indemnification or advancement of expenses of
directors, officers, employees, agents and fiduciaries that may be included in
the Certificate of incorporation or any statute, Bylaw, agreement, general or
specific action of the Board of Directors, vote of stockholders or other
document or arrangement. The foregoing right to indemnification shall not apply
in respect of actions, suits or proceedings (or parts thereof) against the
Corporation unless such action, suit or proceeding shall have been approved by
the Board of Directors.

                                   ARTICLE VI

                               ISSUANCE OF SHARES

     6.1 Adequacy of Consideration. Before the Corporation issues shares, the
Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.

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     6.2 Certificates for Shares.

          (1) Certificates representing shares of the Corporation shall be in
any form determined by the Board of Directors consistent with the requirements
of the General Corporation Law of Delaware and these Bylaws. The certificates
shall be signed, either manually or in facsimile, by two officers of the
corporation, who shall be the Chairman of the Board, the President or a Vice
President and the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, and may be sealed with the seal of the Corporation, if any,
or a facsimile thereof. All certificates for shares shall be consecutively
numbered or otherwise identified. Any or all of the signatures upon a
certificate may be facsimiles.

          (2) Every certificate for shares of stock that are subject to any
restriction on transfer or registration of transfer pursuant to the Certificate
of Incorporation, the Bylaws, securities laws, a stockholders' agreement or any
agreement to which the Corporation is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of the restriction and that the corporation retains a
copy of the full text. Every certificate issued when the corporation is
authorized to issue more than one class or series within a class of shares shall
set forth on its face or back either (a) a summary of the designations, relative
rights, preferences and limitations of the shares of each class and the
variations in rights, preferences and limitations for each series authorized to
be issued and the authority of the Board of Directors to determine variations
for future series or (b) a statement of the existence of those designations,
relative rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the certificate upon
written request and without charge.

          (3) All certificates surrendered to the Corporation for transfer shall
be canceled. The Corporation shall not issue a new certificate for previously
issued shares until the former certificate or certificates for those shares are
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate a new certificate may be issued upon receipt by the Corporation of
security against loss (by bond, indemnity or otherwise) to the extent deemed
necessary by the Board of Directors.

     6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation by the holder of record
thereof or by the holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation. The person in whose name shares stand on the books of the
Corporation shall be deemed by the corporation to the owner thereof for all
purposes.

     6.4 Transfer Agent and Registrar. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.

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     6.5 Officer Ceasing to Act. If the person who signed a share certificate,
either manually or in facsimile, no longer holds office when the certificate is
issued, the certificate is nevertheless valid.

     6.6 Fractional Shares. The Corporation shall not issue certificates for
fractional shares.

                                   ARTICLE VII

                     CONTRACTS, CHECKS AND OTHER INSTRUMENTS

     7.1 Contracts. Except as otherwise provided by law, the Board of Directors
may authorize any officers or agents to execute and deliver any contract or
other instrument in the name of and on behalf of the Corporation, and this
authority may be general or confined to specific instances.

     7.2 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money and notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors, the Chairman of the Board or
the President.

     7.3 Deposits. All funds of the Corporation not otherwise employed shall be
deposited to the credit of the Corporation in those banks, trust companies or
other depositories as the Board of Directors or officers of the Corporation
designated by the Board of Directors select, or be invested as authorized by the
Board of Directors.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     8.1 Severability. A determination that any provision of these Bylaws is for
any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.

     8.2 Amendments. Subject to the provisions of the Certificate of
Incorporation, these Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors or the stockholders of the Corporation.

                                       Adopted:  July 14, 1997

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