<PAGE>

                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                        UNION FINANCIAL SERVICES-1, INC.


                                    ARTICLE I

                                     OFFICES

     The principal office of the Corporation shall be designated from time to
time by the Corporation and may be within or outside of Nevada.

     The Corporation may have such other offices, either within or outside
Nevada, as the board of directors may designate or as the business of the
Corporation may require from time to time.

     The registered office of the Corporation required by the Nevada Revised
Statutes to be maintained in Nevada may be, but need not be, identical with the
principal office, and the address of the registered office may be changed from
time to time by the board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1.  ANNUAL MEETING.  The annual meeting of the shareholders shall
be held during each year on a date and at a time fixed by the board of directors
of the Corporation (or by the president in the absence of action by the board of
directors), beginning with the year 1997, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting. 
If the election of directors is not held on the day fixed by the board of
directors for any annual meeting of the shareholders, or any adjournment
thereof, the board of directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as it may conveniently be held.

     A shareholder may apply to the district court in the county in Nevada where
the Corporation's principal office is located or, if the Corporation has no
principal office in Nevada, to the district court of the county in which the
Corporation's registered office is located to seek an order that a shareholder
meeting be held (a) if an annual meeting was not held within six months after
the close of the Corporation's most recently ended fiscal year or fifteen months
after its last annual meeting, whichever is earlier, or (b) if the shareholder
participated in a proper call of or proper demand for a special meeting and
notice of the special meeting was not given within thirty days after the date of
the call or the date the last of the demands necessary to require calling of the
meeting was received by the Corporation pursuant to the Nevada Revised Statutes,
or the special meeting was not held in accordance with the notice.

     Section 2.  SPECIAL MEETINGS.  Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president or by the board of directors.  The president shall call a special
meeting of the shareholders if the Corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to be
held, signed 


                                       8

<PAGE>

and dated by holders of shares representing at least ten percent of all the 
votes entitled to be cast on any issue proposed to be considered at the 
meeting.

     Section 3.  PLACE OF MEETING.  The board of directors may designate any
place, either within or outside Nevada, as the place for any annual meeting or
any special meeting called by the board of directors.  A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or outside Nevada, as the place for such meeting.  If no
designation is made, or if a special meeting is called other than by the board,
the place of meeting shall be the principal office of the Corporation.

     Section 4.  NOTICE OF MEETING.  Written notice stating the place, date and
hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, except that (a) if the number of authorized
shares is to be increased, at least thirty days' notice shall be given, or (b)
any other longer notice period is required by the Nevada Revised Statutes. 
Notice of a special meeting shall include a description of the purpose or
purposes of the meeting.  Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (a) an amendment to the articles of
incorporation of the Corporation, (b) a merger or share exchange in which the
Corporation is a party and, with respect to a share exchange, in which the
Corporation's shares will be acquired, (c) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the Corporation or of another entity which
this Corporation controls, in each case with or without the goodwill, (d) a
dissolution of the Corporation, or (e) any other purpose for which a statement
of purpose is required by the Nevada Revised Statutes.  Notice shall be given
personally or by mail, private carrier, telegraph, teletype, electronically
transmitted facsimile or other form of wire or wireless communication by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.  If
mailed and if in a comprehensible form, such notice shall be deemed to be given
and effective when deposited in the United States mail, addressed to the
shareholder at his address as it appears in the Corporation's current record of
shareholders, with postage prepaid.  If notice is given other than by mail, and
provided that such notice is in a comprehensible form, the notice is given and
effective on the date received by the shareholder.

     If requested by the person or persons lawfully calling such meeting, the
secretary shall give notice thereof at corporate expense.  No notice need be
sent to any shareholder if three successive notices mailed to the last known
address of such shareholder have been returned as undeliverable until such time
as another address for such shareholder is made known to the Corporation by such
shareholder.  In order to be entitled to receive notice of any meeting, a
shareholder shall advise the Corporation in writing of any change in such
shareholder's mailing address as shown on the Corporation's books and records.

     When a meeting is adjourned to another date, time or place, notice need not
be given of the new date, time or place if the new date, time or place of such
meeting is announced before adjournment at the meeting at which the adjournment
is taken.  At the adjourned meeting the Corporation may transact any business
which may have been transacted at the original meeting.  If the adjournment is
for more than 120 days, or if a new record date is fixed for the adjourned
meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.


                                       9

<PAGE>

     A shareholder may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such shareholder.  Such waiver shall
be delivered to the Corporation for filing with the corporate records.  Further,
by attending a meeting either in person or by proxy, a shareholder waives
objection to lack of notice or defective notice of the meeting unless the
shareholder objects at the beginning of the meeting to the holding of the
meeting or the transaction of business at the meeting because of lack of notice
or defective notice.  By attending the meeting, the shareholder also waives any
objection to consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

     Section 5.  FIXING OF RECORD DATE.  For the purpose of determining
shareholders entitled to (a) notice of or vote at any meeting of shareholders or
any adjournment thereof, (b) receive distributions or share dividends, or (c)
demand a special meeting, or to make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If no record date is fixed by the
directors, the record date shall be the date on which notice of the meeting is
mailed to shareholders, or the date on which the resolution of the board of
directors providing for a distribution is adopted, as the case may be.  When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.

     Notwithstanding the above, the record date for determining the shareholders
entitled to take action without a meeting or entitled to be given notice of
action so taken shall be the date a writing upon which the action is taken is
first received by the Corporation.  The record date for determining shareholders
entitled to demand a special meeting shall be the date of the earliest of any of
the demands pursuant to which the meeting is called.

     Section 6.  VOTING LISTS.  The secretary shall make, at the earlier of ten
days before each meeting of shareholders or two business days after notice of
the meeting has been given, a complete list of the shareholders entitled to be
given notice of such meeting or any adjournment thereof.  The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall
show the address of and the number of shares of each class or series held by
each shareholder.  For the period beginning the earlier of ten days prior to the
meeting or two business days after notice of the meeting is given, and
continuing through the meeting and any adjournment thereof, this list shall be
kept on file at the principal office of the Corporation, or at a place (which
shall be identified in the notice) in the city where the meeting will be held. 
Such list shall be available for inspection on written demand by any shareholder
(including for the purpose of this Section 6 any holder of voting trust
certificates) or his agent or attorney during regular business hours and during
the period available for inspection.  The original stock transfer books shall be
PRIMA FACIE evidence as to the shareholders entitled to examine such list or to
vote at any meeting of shareholders.

     Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(a) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (b) the demand is made in 


                                       10

<PAGE>

good faith and for a purpose reasonably related to the demanding 
shareholder's interest as a shareholder, (c) the shareholder describes with 
reasonable particularity the purpose and the records the shareholder desires 
to inspect, (d) the records are directly connected with the described 
purpose, and (e) the shareholder pays a reasonable charge covering the costs 
of labor and material for such copies, not to exceed the estimated cost of 
production and reproduction.

     Section 7.  RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS.  The board of
directors may adopt by resolution a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons.  The resolution may set forth (a) the types of
nominees to which it applies, (b) the rights or privileges that the Corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (c) the form of certification and the information to be
contained therein, (d) if the certification is with respect to a record date,
the time within which the certification must be received by the Corporation, (e)
the period for which the nominee's use of the procedure is effective, and (f)
such other provisions with respect to the procedure as the board deems necessary
or desirable.  Upon receipt by the Corporation of a certificate complying with
the procedure established by the board of directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

     Section 8.  QUORUM AND MANNER OF ACTING.  One-third of the votes entitled
to be cast on a matter by a voting group shall constitute a quorum of that
voting group for action on the matter.  If less than one-third of such votes are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time without further notice, for a period not to exceed 120
days for any one adjournment.  If a quorum is present at such adjourned meeting,
any business may be transacted which might have been transacted at the meeting
as originally noticed.  The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum, unless the meeting is
adjourned and a new record date is set for the adjourned meeting.

     If a quorum exists, action on a matter other than the election of directors
by a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action,
unless the vote of a greater number or voting by classes is required by law or
the articles of incorporation.

     Section 9.  PROXIES.  At all meetings of shareholders, a shareholder may
vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact.  A shareholder may also
appoint a proxy by transmitting or authorizing the transmission of a telegram,
teletype or other electronic transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the Corporation.  The transmitted appointment shall set
forth or be transmitted with written evidence from which is can be determined
that the shareholder transmitted or authorized the transmission of the
appointment.  The proxy appointment form or similar writing shall be filed with
the secretary of the Corporation before or at the time of the meeting.  The
appointment of a proxy is effective when received by the Corporation and is
valid for eleven months unless a different period is expressly provided in the
appointment form or similar writing.


                                       11

<PAGE>

     Any complete copy, including an electronically transmitted facsimile, of an
appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

     Revocation of a proxy does not affect the right of the Corporation to
accept the proxy's authority unless (a) the Corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (b) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.  Other notice of
revocation may, in the discretion of the Corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

     The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

     The Corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.

     Subject to Section 11 and any express limitation on the proxy's authority
appearing on the appointment form, the Corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.

     Section 10.  VOTING OF SHARES.  Each outstanding share, regardless of
class, shall be entitled to one vote, except in the election of directors, and
each fractional share shall be entitled to a corresponding fractional vote on
each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the articles of incorporation as permitted by the Nevada Revised
Statutes.  Cumulative voting shall not be permitted in the election of directors
or for any other purpose.  Each record holder of stock shall be entitled to vote
in the election of directors and shall have as many votes for each of the shares
owned by him as there are directors to be elected and for whose election he has
the right to vote.

     At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, shall be elected to the board of directors.

     Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the Corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.


                                       12

<PAGE>

     Redeemable shares are not entitled to be voted after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     Section 11.  CORPORATION'S ACCEPTANCE OF VOTES.  If the name signed on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder. 
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

          (a)  the shareholder is an entity and the name signed purports to be
     that of an officer or agent of the entity;

          (b)  the name signed purports to be that of an administrator,
     executor, guardian or conservator representing the shareholder and, if the
     Corporation requests, evidence of fiduciary status acceptable to the
     Corporation has been presented with respect to the vote, consent, waiver,
     proxy appointment or proxy appointment revocation;

          (c)  the name signed purports to be that of a receiver or trustee in
     bankruptcy of the shareholder and, if the Corporation requests, evidence of
     this status acceptable to the Corporation has been presented with respect
     to the vote, consent, waiver, proxy appointment or proxy appointment
     revocation;

          (d)  the name signed purports to be that of a pledgee, beneficial
     owner or attorney-in-fact or the shareholder and, if the Corporation
     requests, evidence acceptable to the Corporation of the signatory's
     authority to sign for the shareholder has been presented with respect to
     the vote, consent, waiver, proxy appointment or proxy appointment
     revocation;

          (e)  two or more persons are the shareholder as co-tenants or
     fiduciaries and the name signed purports to be the name of at least one of
     the co-tenants or fiduciaries, and the person signing appears to be acting
     on behalf of all the co-tenants or fiduciaries; or

          (f)  the acceptance of the vote, consent, waiver, proxy appointment or
     proxy appointment revocation is otherwise proper under rules established by
     the Corporation that are not inconsistent with this Section 11.

     The Corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

     Neither the Corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.


                                       13

<PAGE>

     Section 12.  INFORMAL ACTION BY SHAREHOLDERS.  Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the Corporation.  Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document.  Action taken under this
Section 12 is effective as of the date the last writing necessary to effect the
action is received by the Corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action.  If any shareholder revokes his consent as
provided for herein prior to what would otherwise be the effective date, the
action proposed in the consent shall be invalid.  The record date for
determining shareholders entitled to take action without a meeting is the date
the Corporation first receives a writing upon which the action is taken.

     Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the Corporation before the effectiveness of the action.

     Section 13.  MEETINGS BY TELECOMMUNICATION.  Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the meeting
may be conducted through the use of, any means of communication by which all
persons participating in the meeting may hear each other during the meeting.  A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.  GENERAL POWERS.  All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, its board of directors, except as otherwise
provided in the Nevada Revised Statutes or the articles of incorporation.

     Section 2.  NUMBER, QUALIFICATIONS AND TENURE.  The number of directors of
the Corporation shall be fixed from time to time by the board of directors,
within a range of no less than 1 or more than 7.  A director shall be a natural
person who is eighteen years of age or older.  A director need not be a resident
of Nevada or a shareholder of the Corporation.

     Directors shall be elected at each annual meeting of shareholders.  Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified.  Directors shall be removed in the manner provided by the
Nevada Revised Statutes.

     Section 3.  VACANCIES.  Any director may resign at any time by giving
written notice to the Corporation.  Such resignation shall take effect at the
time the notice is received by the Corporation unless the notice specifies a
later effective date.  Unless otherwise specified in the notice of resignation,
the Corporation's acceptance of such resignation shall not be necessary to make
it effective.  Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders or the board of directors. 
If the directors remaining in office constitute fewer than 


                                       14

<PAGE>

a quorum of the board, the directors may fill the vacancy by the affirmative 
vote of a majority of all the directors remaining in office.  If elected by 
the directors, the director shall hold office until the next annual 
shareholders' meeting at which directors are elected.  If elected by the 
shareholders, the director shall hold office for the unexpired term of his 
predecessor in office; except that, if the director's predecessor was elected 
by the directors to fill a vacancy, the director elected by the shareholders 
shall hold office for the unexpired term of the last predecessor elected by 
the shareholders.

     Section 4.  REGULAR MEETINGS.  A regular meeting of the board of directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders.  The board of directors may provide by
resolution the time and place, either within or outside Nevada, for the holding
of additional regular meetings without other notice.

     Section 5.  SPECIAL MEETINGS.  Special meetings of the board of directors
may be called by or at the request of the president or any 2 directors.  The
person or persons authorized to call special meetings of the board of directors
may fix any place, either within or outside Nevada, as the place for holding any
special meeting of the board of directors called by them, provided that no
meeting shall be called outside the State of Nevada unless a majority of the
board of directors has so authorized.

     Section 6.  NOTICE.  Notice of any special meeting shall be given at least
two days prior to the meeting by written notice either personally delivered or
mailed to each director at his business address, or by notice transmitted by
telegraph, telex, electronically transmitted facsimile or other form of wire or
wireless communication.  If mailed, such notice shall be deemed to be given and
to be effective on the earlier of (a) three days after such notice is deposited
in the United States mail, properly addressed, with postage prepaid, or (b) the
date shown on the return receipt, if mailed by registered or certified mail,
return receipt requested.  If notice is given by telex, electronically
transmitted facsimile or other similar form of wire or wireless communication,
such notice shall be deemed to be given and to be effective when sent, and with
respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company.  If a
director has designated in writing one or more reasonable addresses or facsimile
numbers for delivery of notice to him, notice sent by mail, telegraph, telex,
electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.

     A director may waive notice of a meeting before or after the time and date
of the meeting by a writing signed by such director.  Such waiver shall be
delivered to the Corporation for filing with the corporate records.  Further, a
director's attendance at or participation in a meeting waives any required
notice to him of the meeting unless at the beginning of the meeting, or promptly
upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     Section 7.  QUORUM.  A majority of the number of directors fixed by the
board of directors pursuant to Section 2 or, if no number is fixed, a majority
of the number in office immediately before the meeting begins, shall constitute
a quorum for the transaction of business at any meeting of the board of
directors.  If less than such majority is present at a meeting, a majority of
the directors 


                                       15

<PAGE>

present may adjourn the meeting from time to time without further notice, for 
a period not to exceed sixty days at any one adjournment.

     Section 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.

     Section 9.  COMPENSATION.  By resolution of the board of directors, any
director may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the Corporation and the
director may reasonably agree upon.  No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

     Section 10.  PRESUMPTION OF ASSENT.  A director of the Corporation who is
present at a meeting of the board of directors or committee of the board at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless (a) the director objects at the beginning of the
meeting, or promptly upon his arrival, to the holding of the meeting or the
transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (b) the director contemporaneously
requests that his dissent or abstention as to any specific action taken be
entered in the minutes of the meeting, or (c) the director causes written notice
of his dissent or abstention as to any specific action to be received by the
presiding officer of the meeting before its adjournment or by the Corporation
promptly after the adjournment of the meeting.  A director may dissent to a
specific action at a meeting, while assenting to others.  The right to dissent
to a specific action taken at a meeting of the board of directors or a committee
of the board shall not be available to a director who voted in favor of such
action.

     Section 11.  COMMITTEES.  By resolution adopted by a majority of all the
directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them.  To the extent provided in the resolution, each committee shall have
all the authority of the board of directors, except that no such committee shall
have the authority to (a) authorize distributions, (b) approve or propose to
shareholders actions or proposals required by the Nevada Revised Statutes to be
approved by shareholders, (c) fill vacancies on the board of directors or any
committee thereof, (d) amend articles of incorporation, (e) adopt, amend or
repeal the Bylaws, (f) approve a plan of merger not requiring shareholder
approval, (g) authorize or approve the reacquisition of shares unless pursuant
to a formula or method prescribed by the board of directors, or (h) authorize or
approve the issuance or sale of shares, or contract for the sale of shares or
determine the designations and relative rights, preferences and limitations of a
class or series of shares, except that the board of directors may authorize a
committee or officer to do so within limits specifically prescribed by the board
of directors.  The committee shall then have full power within the limits set by
the board of directors to adopt any final resolution setting forth all
preferences, limitations and relative rights of such class or series and to
authorize an amendment of the articles of incorporation stating the preferences,
limitations and relative rights of a class or series for filing with the
Secretary of State under the Nevada Revised Statutes.

     Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action without a
meeting of the board of directors, shall apply to committees and their members
appointed under this Section 11.


                                       16

<PAGE>

     Neither the designation of any such committee, the delegation of authority
to such committee, nor any action by such committee pursuant to its authority
shall alone constitute compliance by any member of the board of directors or a
member of the committee in question with his responsibility to conform to the
standard of care set forth in Article III, Section 14 of these Bylaws.

     Section 12.  INFORMAL ACTION BY DIRECTORS.  Any action required or
permitted to be taken at a meeting of the directors or any committee designated
by the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by all
of the directors entitled to vote with respect to the action taken.  Such
consent shall have the same force and effect as a unanimous vote of the
directors or committee members and may be stated as such in any document. 
Unless the consent specifies a different effective date, action taken under this
Section 12 is effective at the time the last director signs a writing describing
the action taken, unless, before such time, any director has revoked his consent
by a writing signed by the director and received by the president or the
secretary of the Corporation.

     Section 13.  TELEPHONIC MEETINGS.  The board of directors may permit any
director (or any member of a committee designated by the board) to participate
in a regular or special meeting of the board of directors or a committee thereof
through the use of any means of communication by which all directors
participating in the meeting can hear each other during the meeting.  A director
participating in a meeting in this manner is deemed to be present in person at
the meeting.

     Section 14.  STANDARD OF CARE.  A director shall perform his duties as a
director, including without limitation his duties as a member of any committee
of the board, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances.  In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated.  However, he shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause such
reliance to be unwarranted.  A director shall not be liable to the Corporation
or its shareholders for any action he takes or omits to take as a director if,
in connection with such action or omission, he performs his duties in compliance
with this Section 14.

     The designated persons on whom a director is entitled to rely are (a) one
or more officers or employees of the Corporation whom the director reasonably
believes to be reliable and competent in the matters presented, (b) legal
counsel, public accountant, or other person as to matters which the director
reasonably believes to be within such person's professional or expert
competence, or (c) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

                                   ARTICLE IV

                               OFFICERS AND AGENTS

     Section 1.  GENERAL.  The officers of the Corporation shall be a president,
one or more vice presidents, a secretary and a treasurer, each of whom shall be
a natural person eighteen years of age or older.  The board of directors or an
officer or officers authorized by the board may appoint such other officers,
assistant officers, committees and agents, including a chairman of the board,
assistant secretaries and assistant treasurers, as they may consider necessary.
The board of directors or the 


                                       17

<PAGE>

officer or officers authorized by the board shall from time to time determine 
the procedure for the appointment of officers, their term of office, their 
authority and duties and their compensation.  One person may hold more than 
one office.  In all cases where the duties of any officer, agent or employee 
are not prescribed by the bylaws or by the board of directors, such officer, 
agent or employee shall follow the orders and instructions of the president 
of the Corporation.

     Section 2.  APPOINTMENT AND TERM OF OFFICE.  The officers of the
Corporation shall be appointed by the board of directors at each annual meeting
of the board held after each annual meeting of the shareholders.  If the
appointment of officers is not made at such meeting or if an officer or officers
are to be appointed by another officer or officers of the Corporation, such
appointments shall be made as soon thereafter as conveniently may be.  Each
officer shall hold office until the first of the following occurs:  his
successor shall have been duly appointed and qualified, his death, his
resignation, or his removal in the manner provided in Section 3.

     Section 3.  RESIGNATION AND REMOVAL.  An officer may resign at any time by
giving written notice of resignation to the Corporation.  The resignation is
effective when the notice is received by the Corporation unless the notice
specifies a later effective date.

     Any officer or agent may be removed at any time with or without cause by
the board of directors or an officer or officers authorized by the board.  Such
removal does not affect the contract rights, if any, of the Corporation or of
the person so removed.  The appointment of an officer or agent shall not in
itself create contract rights.

     Section 4.  VACANCIES.  A vacancy in any office, however occurring, may be
filled by the board of directors, or by the officer or officers authorized by
the board, for the unexpired portion of the officer's term.  If an officer
resigns and his resignation is made effective at a later date, the board of
directors, or officer or officers authorized by the board, may permit the
officer to remain in office until the effective date and may fill the pending
vacancy before the effective date if the board of directors or officer or
officers authorized by the board provide that the successor shall not take
office until the effective date.  In the alternative, the board of directors, or
officer or officers authorized by the board of directors, may remove the officer
at any time before the effective date and may fill the resulting vacancy.

     Section 5.  PRESIDENT.  Subject to the direction and supervision of the
board of directors, the president shall be the chief executive officer of the
Corporation, and shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees.  Unless
otherwise directed by the board of directors, the president shall attend in
person or by substitute appointed by him, or shall execute on behalf of the
Corporation written instruments appointing a proxy or proxies to represent the
Corporation, at all meetings of the stockholders of any other Corporation in
which the Corporation holds any stock.  On behalf of the Corporation, the
president may in person or by substitute or by proxy execute written waivers of
notice and consents with respect to any such meetings.  At all such meetings and
otherwise, the president, in person or by substitute or proxy, may vote the
stock held by the Corporation, execute written consents and other instruments
with respect to such stock, and exercise any and all rights and powers incident
to the ownership of said stock, subject to the instructions, if any, of the
board of directors.  The president shall have custody of the treasurer's bond,
if any.

     Section 6.  VICE PRESIDENTS.  The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the board of directors.  In the absence of 


                                       18

<PAGE>

the president, the vice president, if any (or, if more than one, the vice 
presidents in the order designated by the board of directors, or if the board 
makes no such designation, then the vice president designated by the 
president, or if neither the board nor the president makes any such 
designation, the senior vice president as determined by first election to 
that office), shall have the powers and perform the duties of the president.

     Section 7.  SECRETARY.  The secretary shall (a) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
Corporation, and a record of all waivers of notice of meetings of shareholders
and of the board of directors or any committee thereof, (b) see that all notices
are duly given in accordance with the provisions of these Bylaws and as required
by law, (c) serve as custodian of the corporate records and of the seal of the
Corporation and affix the seal to all documents when authorized by the board of
directors, (d) keep at the Corporation's registered office or principal place of
business a record containing the names and addresses of all shareholders in a
form that permits preparation of a list of shareholders arranged by voting group
and by class or series of shares within each voting group, that is alphabetical
within each class or series and that shows the address of, and the number of
shares of each class or series held by, each shareholder, unless such a record
shall be kept at the office of the Corporation's transfer agent or registrar,
(e) maintain at the Corporation's principal office the originals or copies of
the Corporation's articles of incorporation, bylaws, minutes of all
shareholders' meetings and records of all action taken by shareholders without a
meeting for the past three years, all written communications within the past
three years to shareholders as a group or to the holders of any class or series
of shares as a group, a list of the names and business addresses of the current
directors and officers, a copy of the Corporation's most recent corporate report
filed with the Secretary of State, and financial statements showing in
reasonable detail the Corporation's assets and liabilities and results of
operations for the last three years, (f) have general charge of the stock
transfer books of the Corporation, unless the Corporation has a transfer agent,
(g) authenticate records of the Corporation, and (h) in general, perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the board of directors. 
Assistant secretaries, if any, shall have the same duties and powers, subject to
supervision by the secretary.  The directors and/or shareholders may, however,
respectively designate a person other than the secretary or assistant secretary
to keep the minutes of their respective meetings.

     Any books, records or minutes of the Corporation may be in written form or
in any form capable of being converted into written form within a reasonable
time.

     Section 8.  TREASURER.  The treasurer shall be the principal financial
officer of the Corporation, shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
Corporation and shall deposit the same in accordance with the instructions of
the board of directors.  He shall receive and give receipts and acquittances for
money paid in on account of the Corporation, and shall pay out of the
Corporation's funds on hand all bills, payrolls and other just debts of the
Corporation of whatever nature upon maturity.  He shall perform all other duties
incident to the office of the treasurer and, upon request of the board, shall
make such reports to it as may be required at any time.  He shall, if required
by the board, give the Corporation a bond in such sums and with such sureties as
shall be satisfactory to the board, conditioned upon the faithful performance of
his duties and for the restoration to the Corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.  He shall have such other powers and
perform such other duties as may from time to 


                                       19

<PAGE>

time be prescribed by the board of directors or the president.  The assistant 
treasurers, if any, shall have the same powers and duties, subject to the 
supervision of the treasurer.

     The treasurer shall also be the principal accounting officer of the
Corporation.  He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Nevada Revised Statutes, prepare and file all local, state and
federal tax returns, prescribe and maintain an adequate system of internal audit
and prepare and furnish to the president and the board of directors statements
of account showing the financial position of the Corporation and the results of
its operations.

                                    ARTICLE V

                                      STOCK

     Section 1.  CERTIFICATES.  The board of directors shall be authorized to
issue any of its classes of shares with or without certificates.  The fact that
the shares are not represented by certificates shall have no effect on the
rights and obligations of shareholders.  If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
Corporation by one or more persons designated by the board of directors.  In
case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, such certificate may nonetheless be issued by the
Corporation with the same effect as if he were such officer at the date of its
issue.  Certificates of stock shall be in such form and shall contain such
information consistent with law as shall be prescribed by the board of
directors.  If shares are not represented by certificates, within a reasonable
time following the issue or transfer of such shares, the Corporation shall send
the shareholder a complete written statement of all of the information required
to be provided to holders of uncertificated shares by the Nevada Revised
Statutes.

     Section 2.  CONSIDERATION FOR SHARES.  Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully paid. 
The board of directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property of benefit to the Corporation,
including cash, promissory notes, services performed or other securities of the
Corporation.  Future services shall not constitute payment or partial payment
for shares of the Corporation.  The promissory note of a subscriber or an
affiliate of a subscriber shall not constitute payment or partial payment for
shares of the Corporation unless the note is negotiable and is secured by
collateral, other than the shares being purchased, having a fair market value at
least equal to the principal amount of the note.  For purposes of this Section
2, "promissory note" means a negotiable instrument on which there is an
obligation to pay independent of collateral and does not include a non-recourse
note.

     Section 3.  LOST CERTIFICATES.  In case of the alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as the board may prescribe.  The board of directors may in
its discretion require an affidavit of lost certificate and/or a bond in such
form and amount and with such surety as it may determine before issuing a new
certificate.

     Section 4.  TRANSFER OF SHARES.  Upon surrender to the Corporation or to a
transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be required by 


                                       20

<PAGE>

law and evidence of compliance with all applicable securities laws and other 
restrictions, the Corporation shall issue a new certificate to the person 
entitled thereto, and cancel the old certificate.  Every such transfer of 
stock shall be entered on the stock books of the Corporation which shall be 
kept at its principal office or by the person and the place designated by the 
board of directors.

     Except as otherwise expressly provided in Article II, Sections 7 and 11,
and except for the assertion of dissenters' rights to the extent provided in the
Nevada Revised Statutes, the Corporation shall be entitled to treat the
registered holder of any shares of the Corporation as the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim to, or interest in, such shares or rights deriving from such shares
on the part of any person other than the registered holder, including without
limitation any purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such other person becomes the
registered holder of such shares, whether or not the corporation shall have
either actual or constructive notice of the claimed interest of such other
person.

     Section 5.  TRANSFER AGENT, REGISTRARS AND PAYING AGENTS.  The board may at
its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
Corporation.  Such agents and registrars may be located either within or outside
Nevada.  They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.

                                   ARTICLE VI

                       INDEMNIFICATION OF CERTAIN PERSONS

     Section 1.  INDEMNIFICATION.  For purposes of Article VI, a "Proper Person"
means any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan.  The
Corporation shall indemnify any Proper Person against reasonably incurred
expenses (including attorneys' fees), judgments, penalties, fines (including any
excise tax assessed with respect to an employee benefit plan) and amounts paid
in settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(a) in the case of conduct in his official capacity with the Corporation, that
his conduct was in the Corporation's best interests, or (b) in all other cases
(except criminal cases), that his conduct was at least not opposed to the
Corporation's best interests, or (c) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful.  A Proper
Person will be deemed to be acting in his official capacity while acting as a
director, officer, employee or agent on behalf of this Corporation and not while
acting on this Corporation's behalf for some other entity.

     No indemnification shall be made under this Article VI to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a Corporation in which the Proper Person was adjudged liable to
the Corporation or in connection with any proceeding charging that the Proper
Person derived an improper personal benefit, whether or not involving action 


                                       21

<PAGE>

in an official capacity, in which he was adjudged liable on the basis that he 
derived an improper personal benefit.  Further, indemnification under this 
Section in connection with a proceeding brought by or in the right of the 
Corporation shall be limited to reasonable expenses, including attorneys' 
fees, incurred in connection with the proceeding.

     Section 2.  RIGHT TO INDEMNIFICATION.  The Corporation shall indemnify any
Proper Person who was wholly successful, on the merits or otherwise, in defense
of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 1 of this Article VI against expenses (including
attorneys' fees) reasonably incurred by him in connection with the proceeding
without the necessity of any action by the Corporation other than the
determination in good faith that the defense has been wholly successful.

     Section 3.  EFFECT OF TERMINATION OF ACTION.  The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of NOLO CONTENDERE or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 1 of this Article VI.  Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 2 of this Article VI.

     Section 4.  GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION. 
Except where there is a right to indemnification as set forth in Sections 1 or 2
of this Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the Corporation only as authorized in the
specific case upon a determination by a proper group that indemnification of the
Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section 1 of this Article.  This
determination shall be made by the board of directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding ("Quorum").  If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a
committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceedings, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee.  If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (a) independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in this Section 4 or, if a
Quorum of the full board of directors cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority vote of the
full board (including directors who are parties to the action) or (b) a vote of
the shareholders.

     Section 5.  COURT-ORDERED INDEMNIFICATION.  Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification.  If the court determines that such Proper Person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in
Section 1 of this Article or was adjudged liable in the proceeding, the court
may order such indemnification as the court deems proper except that if the
Proper Person has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.


                                       22

<PAGE>

     Section 6.  ADVANCE OF EXPENSES.  Reasonable expenses (including attorneys'
fees) incurred in defending an action, suit or proceeding as described in
Section 1 may be paid by the Corporation to any Proper Person in advance of the
final disposition of such action, suit or proceeding upon receipt of (a) a
written affirmation of such Proper Person's good faith belief that he has met
the standards of conduct prescribed by Section 1 of this Article VI, (b) a
written undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet the
prescribed standards of conduct (the undertaking shall be an unlimited general
obligation of the Proper Person but need not be secured and may be accepted
without reference to financial ability to make repayment), and (c) a
determination is made by the proper group (as described in Section 4 of this
Article VI) that the facts as then known to the group would not preclude
indemnification.  Determination and authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

     Section 7.  WITNESS EXPENSES.  The sections of this Article VI do not limit
the Corporation's authority to pay or reimburse expenses incurred by a director
in connection with an appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

     Section 8.  REPORT TO SHAREHOLDERS.  Any indemnification of or advance of
expenses to a director in accordance with this Article VI, if arising out of a
proceeding by or on behalf of the Corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting. 
If the next shareholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to such action.

                                   ARTICLE VII

                             PROVISION OF INSURANCE

     By action of the board of directors, notwithstanding any interest of the
directors in the action, the Corporation may purchase and maintain insurance, in
such scope and amounts as the board of directors deems appropriate, on behalf of
any person who is or was a director, officer, employee, fiduciary or agent of
the Corporation, or who, while a director, officer, employee, fiduciary or agent
of the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or of any partnership, joint venture, trust,
profit or nonprofit unincorporated association, limited liability company or
other enterprise or employee benefit plan, against any liability asserted
against, or incurred by, him in that capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of Article VI or applicable law. 
Any such insurance may be procured from any insurance company designated by the
board of directors of the Corporation, whether such insurance company is formed
under the laws of Nevada or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the Corporation has an
equity interest or any other interest, through stock ownership or otherwise.

                                  ARTICLE VIII

                              BANKRUPTCY/INSOLVENCY


                                       23

<PAGE>

     The Corporation shall not, without the affirmative vote of the entire Board
of Directors of the Corporation, institute any proceedings to adjudicate the
Corporation a bankrupt or insolvent, consent to the institution of bankruptcy or
insolvency proceedings against the Corporation, file a petition seeking or
consenting to reorganization or relief under any applicable federal or state law
relating to bankruptcy, consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Corporation
or a substantial part of its property or admit its inability to pay its debts
generally as they become due or authorize any of the foregoing to be done or
taken on behalf of the Corporation.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 1.  SEAL.  The corporate seal of the Corporation shall be circular
in form and shall contain the name of the Corporation and the words, "Seal,
Nevada."

     Section 2.  FISCAL YEAR.  The fiscal year of the Corporation shall be as
established by the board of directors.

     Section 3.  AMENDMENTS.  The board of directors shall have power, to the
maximum extent permitted by the Nevada Revised Statutes, to make, amend and
repeal the Bylaws of the Corporation at any regular or special meeting of the
board unless the shareholders, in making, amending or repealing a particular
bylaw, expressly provide that the directors may not amend or repeal such bylaw. 
The Shareholders also shall have the power to make, amend or repeal the Bylaws
of the Corporation at any annual meeting or at any special meeting called for
that purpose.

     Section 4.  GENDER.  The masculine gender is used in these Bylaws as a
matter of convenience only and shall be interpreted to include the feminine and
neuter genders as the circumstances indicate.

     Section 5.  CONFLICTS.  In the event of any irreconcilable conflict between
these Bylaws and either the Corporation's articles of incorporation or
applicable law, the latter shall control.

     Section 6.  DEFINITIONS.  Except as otherwise specifically provided in
these Bylaws, all terms used in these Bylaws shall have the same definition as
in the Nevada Revised Statutes.

                              The undersigned Secretary of the Corporation
                              hereby certifies that the foregoing Bylaws are the
                              Bylaws of the Corporation that were duly adopted
                              by the Board of Directors of the Corporation on
                              March 7, 1996




                              /s/ Ronald W. Page, Secretary



                                       24