EXHIBIT 3.5
                              AMENDED AND RESTATED
                                   BY-LAWS OF
                      OLYMPIC CASCADE FINANCIAL CORPORATION

                            (A Delaware Corporation)

                                          (RESTATED AS OF MARCH 12, 2001)

                                    ARTICLE I

                                     Offices

                  SECTION 1.  Registered Office.    The registered office of the
Corporation  within  the  State of  Delaware shall be in the City of Wilmington,
County of New Castle.

                  SECTION 2. Other Offices. The Corporation may also have an
office or  offices  other than said  registered  office at such place or places,
either within or without the State of Delaware,  as the Board of Directors shall
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                             Meeting of Stockholders

                  SECTION 1. Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at any such
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of meeting
or in a duly executed waiver thereof.

                  SECTION 2. Annual Meeting. The annual meeting of stockholders,
shall be held at such date and time as shall be designated from time to time by
the Board of Directors and stated in the notice of meeting or in a duly executed
waiver thereof. At such annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

                  SECTION 3. Special Meetings. Special meetings of stockholders,
unless otherwise prescribed by statute, may be called at any time by the Board
of Directors or the Chairman of the Board, if one shall have been elected, or
the President and shall be called by the Secretary upon the request in writing
of a stockholder or stockholders holding of record at least 33-1/3 % of the
voting power of the issued and outstanding shares of stock of the Corporation
entitled to vote at such meeting.

                  SECTION 4. Notice of Meetings. Except as otherwise expressly
required by statute, written notice of each annual and special meeting of
stockholders stating the date, place and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder of record entitled to vote thereat not less
than ten nor more than sixty days before the date of the meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice. Notice shall be given personally or by mail and,
if by mail, shall be sent in a postage paid envelope, addressed to the
stockholder at his address as it appears on the records of the Corporation.
Notice by mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid. Notice of any meeting
shall not be required to be given to any person who attends such meeting, except
when such person attends the meeting in person or by proxy for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, or who, either
before or after the meeting, shall submit a signed written waiver of notice, in
person or by proxy. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any
written waiver of notice.

                  SECTION 5. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days


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before  each  meeting  of  stockholders,  a  complete  list of the  stockholders
entitled to vote at the meeting,  arranged in  alphabetical  order,  showing the
address of and the number of shares  registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the  city,  town or
village  where the meeting is to be held,  which place shall be specified in the
notice of meeting, or, if not specified, at the place where the meeting is to be
held.  The list shall be produced  and kept at the time and place of the meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

                  SECTION 6. Quorum, Adjournments. The holders of a majority of
the voting power of the issued and outstanding stock of the Corporation entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, except
as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                  SECTION 7. Organization. At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, or, in his absence or if
one shall not have been elected, the President shall act as chairman of the
meeting. The Secretary, or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.

                  SECTION 8.  Order of Business.    The order of business at all
meetings of the  stockholders  shall  be  as  determined  by the chairman of the
meeting.


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                  SECTION 9. Voting. Except as otherwise provided by statute or
the Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

                  (a)      on the date fixed pursuant to the provisions of
         Section 7 of Article V of these By-Laws as the record date for the
         determination of the stockholders who shall be entitled to notice of
         and to vote at such meeting; or

                  (b)        if no such record date shall have been so fixed,
         then at the close of business on the day next preceding the day on
         which notice thereof shall be given, or, if notice is waived, at the
         close of business on the date next preceding the day on which the
         meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereon,
present in person or represented by proxy, shall decide any questions brought
before such meeting, unless the question is one upon which by express provision
of statute or of the Certificate of Incorporation or of these By-Laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question; provided, however, that any proposed
business combination between the Corporation and a stockholder owning fifteen
percent or more of the issued and outstanding stock of the Corporation shall be
approved by the vote of the holders of at lease two-thirds of the voting power
of the issued and outstanding stock of the Corporation, not counting those
shares held by such stockholder, present in person or represented by proxy. The
vote on any such question must be by ballot. Each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted.

                  SECTION 10. Inspectors. The Board of Directors may, in advance
of any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If any of the inspectors so appointed shall
fail to appear or act, the chairman of the meeting shall, or if inspectors shall
not have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.

                  SECTION 11.          Matters to be Brought before Meetings of
Stockholders. Except as otherwise provided by law, at any annual or special
meeting of the stockholders only such business shall be conducted as shall have
been properly brought before the meeting in accordance with this Section 11.

In order to be properly brought before the meeting, such business must have
either been (i) specified in the written notice of the meeting (or any
supplement thereto) given to the stockholders of record on the record date for
such meeting by or at the direction of the Board of Directors, (ii) brought
before the meeting at the direction of the Board of Directors or the officer
presiding over the meeting, or (iii) specified in a written notice given by or
on behalf of a stockholder of record on the record date for such meeting
entitled to vote thereat or a duly authorized proxy for such stockholder, in
accordance with all the following requirements.

A notice referred to in clause (iii) above must be delivered personally to, or
mailed to and received at, the principal executive office of the Corporation,
addressed to the attention of the Secretary, not more than ten (10) days after
the date of the initial notice referred to in clause (i) above, in the case of

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business to be brought before a special meeting of the stockholders, and not
less than thirty (30) days prior to the first anniversary date of the initial
notice referred to in clause (i) above of the previous year's annual meeting, in
the case of business to be brought before an annual meeting of stockholders;
provided, however, that such notice shall not be required to be given more than
ninety (90) days prior to an annual meeting of stockholders. Such notice
referred to in clause (iii) above shall set forth:

                  (a)      a full  description  of  each  such  item of business
          proposed to be brought before the meeting;

                  (b)      the name and address of the person proposing to bring
          such business before the meeting;

                  (c)        the class and number of shares held of record, held
         beneficially and represented by proxy by such person as of the record
         date for the meeting (if such date has been made publicly available)
         and as of the date of such notice;

                  (d)        if any item of such business involves a nomination
         for director, all information regarding each such nominee that would be
         required to be set forth in a definitive proxy statement filed with the
         Securities and Exchange Commission pursuant to Section 14 of the
         Securities and Exchange Act of 1934, as amended, or any successor
         thereto and the written consent of each such nominee to service if
         elected; and

                  (e)        all other information that would be required to be
         filed with the Securities and Exchange Commission if, with respect to
         the business proposed to be brought before the meeting, the person
         proposing such business was a participant in a solicitation subject to
         Section 14 of the Securities Exchange Act of 1934, as amended, or any
         successor thereto.

Any matter brought before a meeting of stockholders upon the affirmative
recommendation of the Board of Directors where such matter is included in the
written notice of the meeting (or any supplement thereto) and accompanying proxy
statement given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors is deemed to be properly before
the stockholders for a vote and does not need to be moved or seconded from the
floor of such meeting. No business shall be brought before any meeting of
stockholders of the Corporation otherwise than as provided in this Section 11.

                                   ARTICLE III

                               Board of Directors

                  SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. The Board of Directors may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are not by statute or
the Certificate of Incorporation directed or required to be exercised or done by
the stockholders.


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                  SECTION 2.  Number,  Qualifications,  Election  and  Term  of
Office.  The  number  of  directors  may be  fixed,  from  time to time,  by the
affirmative  vote  of  the  entire  Board  of  Directors  or by  action  of  the
stockholders  of the  Corporation.  Commencing as of the  effective  date of the
adoption by the  stockholders  of this amended  Section 2 to these By-Laws,  the
directors  shall be  classified  in  respect  to the time for which  they  shall
severally  hold  office,  by  dividing  them into three  classes.  The number of
directors  in each  class  shall be as nearly  equal as  possible.  At a special
meeting of the  stockholders,  the initial directors of the first class shall be
elected for a term of one year, the initial  directors of the second class shall
be elected for a term of two years and the initial  directors of the third class
shall be elected for a term of three years. Thereafter, at each annual election,
any vacancy in any class of directors may be filled and  successors to the class
of directors  whose terms shall expire that year shall be elected to hold office
for a term of three years,  so that the term of office of one class of directors
shall expire in each year.  In the event the number of  directors is  increased,
election may be made to a class of directors  with terms expiring in three years
or less in order to maintain  proportionate  equality  between the classes.  Any
decrease in the number of  directors  shall be effective at the time of the next
succeeding annual meeting of stockholders unless there shall be vacancies in the
Board of Directors, in which case such decrease may become effective at any time
prior to the next succeeding  annual meeting to the extent of the number of such
vacancies.  Directors need not be stockholders.  Except as otherwise provided by
statute or these By-Laws,  the directors  shall be elected at the annual meeting
of  stockholders.  Each director  shall hold office until the  expiration of the
term for which he is  elected  and  until his  successor  has been  elected  and
qualified, or until his prior resignation or removal, as hereinafter provided in
these By-Laws.

                  SECTION 3. Place of Meetings. Meetings of the Board of
Directors shall be held at such place or places, within or without the State of
Delaware, as the Board of Directors may from time to time determine or as shall
be specified in the notice of any such meeting.

                  SECTION 4. Annual Meeting. The Board of Directors shall meet
for the purpose of the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

                  SECTION 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors may
fix. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would otherwise be
held on that day shall be held at the same hour on the next succeeding business
day. Notice of regular meetings of the Board of Directors need not be given
except as otherwise required by statute or these By-Laws.

                  SECTION 6.  Special Meetings.    Special meetings of the Board
of Directors may be called by the Chairman of the Board,  if one shall have been
elected, or by two or more directors of the Corporation or by the President.

                  SECTION 7. Notice of Meetings. Notice of each special meeting
of the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to him at his residence or usual place of
business, by first class mail, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he shall attend for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                  SECTION 8. Quorum and Manner of Acting. A majority of the
entire Board of Directors shall constitute a quorum for the transaction of

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business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute or the Certificate of Incorporation or these
By-Laws, the act of a majority of the directors present at any meeting of the
Board of Directors shall be the act of the Board of Directors. If a quorum shall
not be present at any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all
of the directors unless such time and place were announced at the meeting at
which the adjournment was taken, in which case such notice shall only be given
to the directors who were not present thereat. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as
a Board and the individual directors shall have not power as such.

                  SECTION 9. Organization. At each meeting of the Board of
Directors, the Chairman of the Board, if one shall have been elected, or, in the
absence of the Chairman of the Board or if one shall not have been elected, the
President (or, in his absence, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence, any person appointed by the chairman shall act as
secretary of the meeting and keep the minutes thereof.

                  SECTION 10. Resignations. Any director of the Corporation may
resign at any time by giving written notice of his resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  SECTION 11. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, shall be filled for the unexpired term by the concurring vote of a
majority of the directors then in office, whether or not a quorum, or by the
sole remaining director or by the stockholders at the next annual meeting
thereof or at a special meeting thereof. Each director so elected shall hold
office for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

                  SECTION 12.  Compensation.   The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity.

                  SECTION 13. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, including an executive committee, each committee to consist
of one or more of the directors of the Corporation. The Board of Directors 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
addition, 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 act at the meeting in
the place of any such absent or disqualified member. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and may
exercise all, the powers and authority of the Board of Directors and may
authorize the seal of the Corporation to be affixed to all papers which require
it. Each such committee shall serve at the pleasure of the Board of Directors
and have such name as may be determined from time to time by resolution adopted
by the Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors.

                  SECTION 14. Action by Consent. Unless restricted by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee, as the
case may be.

                  SECTION 15. Telephonic Meeting. Unless restricted by the
Certificate of Incorporation, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by such means shall constitute presence in person at a
meeting.


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                                   ARTICLE IV

                                    Officers

                  SECTION 1. Number and Qualifications. The officers of the
Corporation shall be elected by the Board of Directors and shall include the
Chairman of the Board, the President, one or more Vice-Presidents, the Secretary
and the Treasurer. If the Board of Directors wishes, it may also elect other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board need be a director. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-laws.

                  SECTION 2. Resignations. Any officer of the Corporation may
resign at any time by giving written notice of his resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon receipt. Unless otherwise specified therein, the
acceptance of any such resignation shall not be necessary to make it effective.

                  SECTION 3.  Removal.    Any  officer of the Corporation may be
removed, either with or without cause, at any time, by the Board of Directors at
any meeting thereof.

                  SECTION 4. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors and the Chief Executive Officer of
the Corporation and, if present, shall preside at each meeting of the Board of
Directors or the stockholders. Subject to the direction and control of the Board
of Directors, the Chairman of the Board shall be in charge of the over-all
business of the corporation, and shall have general supervision, direction and
control of the business and affairs of the Corporation. He shall have the
general powers and duties of management usually vested in the office of Chief
Executive Officer of a corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or the bylaws.

                 SECTION 5.           President. The President shall, subject to
the control of the Board of Directors and the Chairman of the Board, have
general and active management of the day-to-day business of the Corporation In
the absence of the Chairman of the Board, the President shall be vested with the
powers of the Chairman of the Board and the Chief Executive Officer.

                  SECTION 6. Vice President. Each Vice-President shall perform
all such duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board or the President. At the request of the
President or in his absence or in the event of his inability or refusal to act,
the Vice-President, or if there shall be more than one, the Vice-Presidents in
the order determined by the Board of Directors (or if there be no such
determination, then the Vice Presidents in the order of their election), shall
perform the duties of the President, and, when so acting, shall have the powers
of and be subject to the restrictions placed upon the President in respect of
the performance of such duties.

                  SECTION 7.  Treasurer.  The Treasurer shall

                  (a)      have  charge  and custody of, and be responsible for,
         all the funds and securities of the Corporation;

                  (b)      keep  full  and  accurate  accounts  of  receipts and
         disbursements in books belonging to the Corporation;

                  (c)      deposit all moneys  and other valuables to the credit
         of  the  Corporation  in  such depositories as may be designated by the
         Board of Directors or pursuant to its direction;


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                  (d)      receive,  and  give  receipts  for,  moneys  due  and
         payable to the Corporation from any source whatsoever;

                  (e)      disburse the  funds  of the Corporation and supervise
         the investments of its funds, taking proper vouchers therefor;

                  (f)      render to the Board of Directors,  whenever the Board
         of Directors may require, an  account of the financial condition of the
         Corporation; and

                  (g)      in general, perform all duties incident to the office
         of Treasurer and such other duties as from time to time may be assigned
          to him by the Board of Directors.

                  SECTION 8.  Secretary.  The Secretary shall

                  (a)      keep  or  cause  to  be  kept  in  one  or more books
         provided for the purpose, the minutes of   all meetings of the Board of
         Directors,   the  committees  of  the  Board  of  Directors   and   the
         stockholders;

                  (b)     see that all notices are duly given in accordance with
         the provisions of these By-Laws and as required by law;

                  (c)        be custodian of the records and the seal of the
         Corporation and affix and attest the seal to all certificates for
         shares of the Corporation (unless the seal of the Corporation on such
         certificates shall be a facsimile, as hereinafter provided) and affix
         and attest the seal to all other documents to be executed on behalf of
         the Corporation under its seal;

                  (d)      see that the books, reports, statements, certificates
         and other documents and records  required  by  law to be kept and filed
         are properly kept and filed; and

                  (e)        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 Board of Directors.

                  SECTION 9. The Assistant Treasurer. The Assistant Treasurer,
or if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination, then
in order of their election), shall, in the absence of the Treasurer or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as from time to time
may be assigned by the Board of Directors.

                  SECTION 10. The Assistant Secretary. The Assistant Secretary,
or if there be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

                  SECTION 11. Officers' Bonds or other Security. If required by
the Board of Directors, any officer of the Corporation shall give a bond or
other security for the faithful performance of his duties, in such amount and
with such surety as the Board of Directors may require.

                  SECTION 12. Compensation. The compensation of the officers of
the Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation.

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                                    ARTICLE V

                      Stock Certificates and Their Transfer

                  SECTION 1. Stock Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate , signed by, or in the name
of the Corporation by, the Chairman of the Board or the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
___ owned by him in the Corporation. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of the State of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

                  SECTION 2. Facsimile Signatures. Any or all of the signatures
on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

                  SECTION 3. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place or any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his legal
representative, to give the Corporation a bond in such sum as it may direct
sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

                  SECTION 4. Transfers of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its records; provided, however, that the Corporation
shall be entitled to recognize and enforce any lawful restriction on transfer.
Whenever any transfer of stock shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of transfer if, when the
certificates are presented to the Corporation, for transfer, both the transferor
and the transferee request the Corporation to do so.

                  SECTION 5.  Transfer Agents  and  Registrars.   The  Board  of
Directors may appoint,  or authorize any officer  or officers to appoint, one or
more transfer agents and one or more registrars.

                  SECTION 6. Regulations. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of stock of the Corporation.

                  SECTION 7. Fixing the Record Date. In order that the
Corporation may determine the stockholders entitled to notice 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 of any rights, or entitled to
exercise any rights in respect of any rights, or entitled to exercise any rights
in respect of any change, conversion of exchange or stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty 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 8. Registered Stockholders. The Corporation shall be

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entitled to recognize the exclusive right of a person registered on its records
as the owner of shares of the stock to receive dividends to vote as such owner,
shall be entitled to hold liable for calls and assessments a person registered
on its records as the owner of shares of stock, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
stock on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VI
                    Indemnification of Directors and Officers

                  SECTION 1. General. The Corporation shall indemnify 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 (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was or has agreed to become a
director, officer, employee or agent of the Corporation, or is or was serving or
has agreed to serve at the request of the Corporation as a director, officer,
employee or agent or another corporation, partnership, joint venture, trust or
other enterprise or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, ff he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination or any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                  SECTION 2. Derivative Actions. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was or has agreed to become a director, officer, employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

                  SECTION 3. Indemnification in Certain Cases. Notwithstanding
the other provisions of this Article VI, to the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise, including without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Sections
I and 2 of this Article VI, or in defense of any claim, issue or matter therein,
he shall be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or on his behalf in
connection therewith.

                  SECTION 4. Procedure. Any indemnification under Sections 1 and
2 of this Article VI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such Sections I and 2. Such determination shall be made (a) by the Board of

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Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding (the "Continuing Directors"), or (b)
if such a quorum of disinterested Continuing Directors is not obtainable, or,
even if obtainable a quorum of disinterested Continuing Directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.

                  SECTION 5. Advances for Expenses. Costs, charges and expenses
(including attorneys' fees) incurred by a person referred to in Sections 1 and 2
of this Article VI in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay all amounts so advanced in the
event that it shall ultimately be determined that such director, officer,
employee or agent is not entitled to be indemnified by the Corporation as
authorized in this Article VI. Such costs, charges and expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the majority of the Continuing Directors may, in the manner set forth
above, and upon approval of such director, officer, employer, employee or agent
of the Corporation, authorize the Corporation's counsel to represent such
person, in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.

                  SECTION 6. Procedure for Indemnification. Any indemnification
under Sections 1, 2 and 3, or advance of costs, charges and expenses under
Section 5 of this Article VI, shall be made promptly, and in any event within 60
days upon the written request of the director, officer, employee or agent. The
right to indemnification or advances as granted by this Article VI shall be
enforceable by the director, officer, employee or agent in any court of
competent jurisdiction, if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within 60 days. Such person's costs
and expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charge and
expenses under Section 5 of this Article VI where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2 of this Article VI, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

                  SECTION 7. Other Rights; Continuation of Right to
Indemnification. The indemnification and advancement of expenses provided by
this Article VI shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any law (common or statutory), by-law, agreement, vote of stockholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office or while employed by
or acting as agent for the Corporation, and shall continue as to a person who
has ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the estate, heirs, executors and administrators of such person. If
the Delaware Corporation Law is hereafter amended to permit the Corporation to
indemnify directors and officers to a greater extent than otherwise permitted by
this Article VI, the Corporation shall indemnify directors and officers to such
greater extent. All rights to indemnification under this Article VI shall be
deemed to be a contract between the Corporation and each director, officer,
employee or agent of the Corporation who serves or served in such capacity at
any time while this Article VI or any repeal or modification of relevant
provisions of Delaware Corporation law or any other applicable laws shall not in
any way diminish any rights to indemnification of such director, officer,
employee or agent of the Corporation who serves or served in such capacity at
any time while this Article VI is in effect. Any repeal or modification of this
Article VI or any repeal or modification of relevant provisions of Delaware
Corporation Law or any other applicable laws shall not in any way diminish any
rights to indemnification of such director, officer, employee or agent or the
obligations of the Corporation arising hereunder with respect to any action,
suit or proceeding arising out of, or relating to, any actions, transactions or
facts occurring prior to the final adoption of such modification or repeal. For
the purposes of this Article VI, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article VI, with respect to the resulting or surviving
corporation, as he would ff he had served the resulting or surviving corporation
in the same capacity.


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                  SECTION 8. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was or has
agreed to become a director, officer, employee or agent of another corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such 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 this Article VI;
provided, however, that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the Continuing Directors.

                  SECTION 9. Savings Clause. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
officer, employee and agent of the Corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated and to the full extent permitted
by applicable law.

                                   ARTICLE VII

                               General Provisions

                  SECTION 1. Dividends. Subject to the provisions of statute and
the Certificate of Incorporation, dividends upon the shares of capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting. Dividends may be paid in cash, in property or in shares of
stock of the Corporation, unless otherwise provided by statute or the
Certificate of Incorporation.

                  SECTION 2. Reserves. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.


                  SECTION 3.  Seal. The seal of the Corporation shall be in such
form as shall be approved by the Board of Directors.

                  SECTION 4.  Fiscal Year.   The fiscal year of  the Corporation
shall be fixed, and once fixed,  may thereafter be changed, by resolution of the
Board of Directors.

                  SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes,
drafts or other orders for the payment of money of the Corporation shall be
signed, endorsed or accepted in the name of the Corporation by such officer,
officers, person or persons as from time to time may be designated by the Board
of Directors or by an officer or officers authorized by the Board of Directors
to make such designation.

                  SECTION 6. Execution of Contracts, Deeds, Etc. The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the Corporation to enter into or execute and deliver any and
all deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

                  SECTION 7. Voting of Stock in Other Corporations. Unless
otherwise provided by resolution of the Board of Directors, the Chairman of the
Board or the President, from time to time, may (or may appoint one or more
attorneys or agents to) cast the votes which the Corporation may be entitled to
cast as a shareholder or otherwise in any other corporation, any of whose shares
or securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation. In the event one or more

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<PAGE>

attorneys or agents are appointed, the Chairman of the Board or the President
may instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent. The Chairman of the Board or the President may, or
may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the circumstances.

                                  ARTICLE VIII

                                   Amendments

                  These By-Laws may be amended or repealed or new by-laws
adopted (a) by action of the stockholders entitled to vote thereon at any annual
or special meeting of stockholders or (b) if the Certificate or Incorporation so
provided, by action of the Board of Directors at a regular or special meeting
thereof. Any by-law made by the Board of Directors may be amended or repealed by
action of the stockholders at any annual or special meeting of stockholders.
















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