AMENDED AND RESTATED BY-LAWS

                                     OF

                        FINANCIAL FEDERAL CORPORATION

                         [DATED AS OF MARCH 7, 2000]



                                  ARTICLE I

                                 Stockholders

   SECTION 1.      Annual Meeting.  The annual meeting of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Nevada as may be designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of
such other business as may be properly brought before the meeting.

   SECTION 2.      Special Meetings.  Except as otherwise provided in the
Articles of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the Chairman
of the Board, Chief Executive Officer or the President and shall be called by
the Chairman of the Board, Chief Executive Officer, the President or the
Secretary at the request in writing of stockholders holding together at least
twenty-five percent of the number of shares of stock outstanding and entitled
to vote at such meeting.  Any special meeting of the stockholders shall be held
on such date, at such time and at such place within or without the State of
Nevada as the Board of Directors or the officer calling the meeting may
designate.  At a special meeting of the stockholders, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting unless all of the stockholders are present in person or
by proxy, in which case any and all business may be transacted at the meeting
even though the meeting is held without notice.

   SECTION 3.      Notice of Meetings.  Except as otherwise provided in these
By-Laws or by law, a written notice of each meeting of the stockholders shall
be given not less than ten (10) nor more than sixty (60) days before the date
of the meeting to each stockholder of the Corporation entitled to vote at such
meeting at his address as it appears on the records of the Corporation.  The
notice shall state the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.

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

   SECTION 5.      Adjourned Meetings.  Whether or not a quorum shall be
present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
may adjourn from time to time; provided, however, that if the holders of any
class of stock of the Corporation are entitled to vote separately as a class
upon any matter at such meeting, any adjournment of the meeting in respect of
action by such class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or represented by proxy
and entitled to vote at such meeting.  When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the stockholders, or the holders of any class
of stock entitled to vote separately as a class, as the case may be, may
transact any business which might have been transacted by them at the original
meeting.  If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.

   SECTION 6.      Organization.  The Chairman of the Board or, in his absence,
the Chief Executive Officer, or in his absence, the President shall call all
meetings of the stockholders to order, and shall act as Chairman of such
meetings.  In the absence of the Chairman of the Board, the Chief Executive
Officer and the President, the holders of a majority in number of the shares of
stock of the Corporation present in person or represented by proxy and entitled
to vote at such meeting shall elect a Chairman.
   The Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary, the Chairman may appoint
any person to act as Secretary of the meeting.  It shall be the duty of the
Secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.  Such list
shall be open, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held, for the ten days next
preceding the meeting, to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, and shall be produced
and kept at the time and place of the meeting during the whole time thereof and
subject to the inspection of any stockholder who may be present.

   SECTION 7.      Voting.  Except as otherwise provided in the Articles of
Incorporation or by law, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation.  Each stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
When directed by the presiding officer or upon the demand of any stockholder,
the vote upon any matter before a meeting of stockholders shall be by ballot.
Except as otherwise provided by law or by the Articles of Incorporation,
Directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the stockholders entitled to vote in the election and, whenever
any corporate action, other than the election of Directors is to be taken, it
shall be authorized by a majority of the votes cast at a meeting of
stockholders by the stockholders entitled to vote thereon.
   Shares of the capital stock of the Corporation belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.

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

   SECTION 9.      Consent of Stockholders in Lieu of Meeting.  Unless
otherwise provided in the Articles of Incorporation, any action required to be
taken or which may be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled  to vote thereon were present
and voted.  Prompt notice of the taking of any such corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                  ARTICLE II
                              Board of Directors

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

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

   SECTION 3.      Removal, Vacancies and Additional Directors.  The
stockholders may, at any special meeting the notice of which shall state that
it is called for that purpose, remove, with or without cause, any Director and
fill the vacancy; provided that whenever any Director shall have been elected
by the holders of any class of stock of the Corporation voting separately as a
class under the provisions of the Articles of Incorporation, such Director may
be removed and the vacancy filled only by the holders of that class of stock
voting separately as a class.  Vacancies caused by any such removal and not
filled by the stockholders at the meeting at which such removal shall have been
made, or any vacancy caused by the death or resignation of any Director or for
any other reason, and any newly created directorship resulting from any
increase in the authorized number of Directors, may be filled by the
affirmative vote of a majority of the Directors then in office, although less
than a quorum, and any Director so elected to fill any such vacancy or newly
created directorship shall hold office until his successor is elected and
qualified or until his earlier resignation or removal.
   When one or more Directors shall resign effective at a future date, a
majority of the Directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in connection with the
filling of the vacancies.

   SECTION 4.      Place of Meeting.  The Board of Directors may hold its
meetings in such place or places in the State of Nevada or outside the State of
Nevada as the Board from time to time shall determine.

   SECTION 5.      Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time to time
by resolution shall determine.  No notice shall be required for any regular
meeting of the Board of Directors; but a copy of every resolution fixing or
changing the time or place of regular meetings shall be mailed to every
Director at least five days before the first meeting held in pursuance thereof.


   SECTION 6.      Special Meetings.  Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of the
Board, the Chief Executive Officer or the President or by any two of the
Directors then in office.
   Notice of the day, hour and place of holding of each special meeting shall
be given by mailing the same at least two days before the meeting or by causing
the same to be transmitted by telegraph, cable or wireless at least one day
before the meeting to each Director.  At any meeting at which every Director
shall be present, even though without any notice, any business may be
transacted, including the amendment of these By-Laws.

   SECTION 7.      Quorum.  Subject to the provisions of Section 2 of this
Article II, a majority of the members of the Board of Directors in office (but
in no case less than one-third of the total number of Directors nor less than
two Directors) shall constitute a quorum for the transaction of business and
the vote of the majority of the Directors present at any meeting of the Board
of Directors at which a quorum is present shall be the act of the Board of
Directors.  If at any meeting of the Board there is less than a quorum present,
a majority of those present may adjourn the meeting from time to time.

   SECTION 8.      Organization.  The Chairman of the Board or, in his absence,
the Chief Executive Officer or, in his absence, the President shall preside at
all meetings of the Board of Directors.  In the absence of the Chairman of the
Board, the Chief Executive Officer and the President, a Chairman shall be
elected from the Directors present.  The Secretary of the Corporation shall act
as Secretary of all meetings of the Directors; but in the absence of the
Secretary, the Chairman may appoint any person to act as Secretary of the
meeting.

   SECTION 9.      Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation.  The
Board may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  Any such committee, to the extent
provided by resolution passed by a majority of the whole Board, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and the affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power of authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-Laws; and unless such
resolution, these By-Laws, or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

   SECTION 10.   Conference Telephone Meetings.  Unless otherwise restricted by
the Articles of Incorporation or by these By-Laws, the members of the Board of
Directors or any committee designated by the Board, may participate in a
meeting of the Board or such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.

   SECTION 11.   Consent of Directors or Committee in Lieu of Meeting.  Unless
otherwise restricted by the Articles of Incorporation or by these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings
of the Board or committee, as the case may be.

                                   ARTICLE III
                                     Officers

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

   SECTION 2.   Powers and duties of the Chief Executive Officer.  The Chief
Executive Officer shall be the chief executive officer of the Corporation and
shall, subject to the direction of the Board of Directors, have general
supervision and control of its business.  In the absence of the Chairman of
the Board, the Chief Executive Officer, shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors.  The Chief
Executive Officer shall have general supervision and direction of all of the
officers, employees and agents of the Corporation.

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

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

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

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

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

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

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

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

                                  ARTICLE IV
                            Stock-Seal-Fiscal Year

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

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

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

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

   SECTION 5.      Record Date.  In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or entitled to receive payment of any
dividend or other distribution or allotment or any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, as the case may be, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.
   If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held; the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day
on which the first written consent is expressed; and the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

   SECTION 6.      Dividends.  Subject to the provisions of the Articles of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.
   Subject to the provisions of the Articles of Incorporation, any dividends
declared upon the stock of the Corporation shall be payable on such date or
dates as the Board of Directors shall determine.  If the date fixed for the
payment of any dividend shall in any year fall upon a legal holiday, then the
dividend payable on such date shall be paid on the next day not a legal
holiday.

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

   SECTION 8.      Fiscal Year.  The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution
shall determine.

                                   ARTICLE V
                           Miscellaneous Provisions

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

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

   SECTION 3.      Waivers of Notice.  Whenever any notice whatever is required
to be given by law, by the Certificate of Incorporation or by these By-Laws to
any person or persons, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

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

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

                                  ARTICLE VI
                                  Amendments

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

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