AMENDED AND RESTATED
                                   BY-LAWS OF
                      OLYMPIC CASCADE FINANCIAL CORPORATION

                            (A Delaware Corporation)

                       (RESTATED AS OF DECEMBER 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

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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
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.

                   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

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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
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

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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.

                   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

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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
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

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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.

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                   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.


                                   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.

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                   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;

                  (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;

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                  (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.

                                    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

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<PAGE>

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

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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
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

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<PAGE>

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
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

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<PAGE>

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 if he had served the resulting or surviving corporation
in the same capacity.

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<PAGE>

                   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.

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<PAGE>

                   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
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 of 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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