<PAGE>

                                 AMENDED AND RESTATED

                                       BY-LAWS

                                          OF

                                HA-LO INDUSTRIES, INC.*


                                      ARTICLE II

                                       OFFICES

     SECTION 1.     PRINCIPAL OFFICE.  The principal office of the Corporation
in the State of Illinois shall be located in the City of Skokie and County of
Cook.  The Corporation may have such other offices, either within or without the
State of Illinois, as the Board of Directors may determine or the business of
the Corporation may require from time to time.

     SECTION 2.     REGISTERED OFFICE.  The registered office of the Corporation
required by the Illinois Business Corporation Act to be maintained in the State
of Illinois may be, but need not be, identical with the principal office in the
State of Illinois, and the address of the registered office may be changed from
time to time by the Board of Directors.

                            ARTICLE II

                     MEETING OF SHAREHOLDERS

     SECTION 1.     ANNUAL MEETING.  The annual meeting of shareholders shall be
held on the first Monday of June, at the hour of 10:00 a.m., or in the event the
annual meeting is not held at such time, then at the time designated by the
Board of Directors, for the purpose of electing a Board of Directors and for the
transaction of such other business as may properly be brought before the
meeting.  If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for an annual meeting,
or any adjournment thereof, the Board of Directors shall cause the election to
be held at a meeting of the shareholders as soon thereafter as may be
convenient.

     SECTION 2.     SPECIAL MEETINGS.  Special meetings of the shareholders may
be called at any time by the President or by a majority of the Board of
Directors and shall be called by the

--------------------
     * AS AMENDED AND RESTATED IN THEIR ENTIRETY AND ADOPTED BY ACTION OF THE
BOARD OF DIRECTORS EFFECTIVE ON JANUARY 12, 1995.

<PAGE>

Secretary upon the written request of shareholders holding of record at least
twenty percent (20%) of the issued and outstanding shares entitled to vote at
such meeting.  Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of shareholders shall be
limited to the purposes stated in the notice.

     SECTION 3.     PLACE OF MEETINGS.  The Board of Directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors by designating such place in the notice thereof.  A waiver of notice
signed by all shareholders may designate any place, either within or without the
State of Illinois, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the Corporation in the State of
Illinois.

     SECTION 4.     NOTICE OF MEETINGS.  Written or printed notice stating the
place, day 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
shareholder of record entitled to vote at such meeting, either personally or by
mail, by or at the direction of the President, Secretary or the persons calling
the meeting, not less than ten (10) nor more than sixty (60) days before the
date of the meeting, or, in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty (20) nor
more than sixty (60) days before the date of the meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records of the
Corporation, with first-class postage thereon prepaid.

     SECTION 5.     MEETING OF ALL SHAREHOLDERS.  If all of the shareholders
shall meet at any time and place, either within or without the State of
Illinois, and shall consent to the holding of a meeting at such time and place,
such meeting shall be valid without call or notice, and any corporate action may
be taken at such meeting.

     SECTION 6.     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty (60) days.  If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days,
or in the case of


                               -2-


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a merger, consolidation, share exchange, dissolution or sale, lease or exchange
of assets, at least twenty (20) days, immediately preceding such meeting, but in
neither case for a period exceeding sixty (60) days.  In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, for a meeting of shareholders, not less
than ten (10) days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty (20)
days, immediately preceding such meeting but in neither event more than sixty
(60) days. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.  If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.

     SECTION 7.     SHAREHOLDER LIST.  The officer or agent who has charge of
the stock transfer books for shares of the Corporation shall prepare and make,
within twenty (20) days after the record date for a meeting of shareholders or
ten (10) days before such meeting, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order
and indicating the address of and number of shares held by each, which list, for
a period of ten (10) days before such meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to the examination of
any shareholder, or his duly authorized legal representative, at any time during
ordinary business hours.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Illinois, shall be
PRIMA FACIE evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

     SECTION 8.     QUORUM.  A majority of the outstanding shares entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the shareholders for the transaction of business, except as
otherwise provided by statute or by the Articles of Incorporation, but in no
event shall a quorum consist of less than one-third (1/3) of the outstanding
shares entitled to vote.  If a quorum is present at any meeting, the affirmative
vote of the holders of a majority of the shares represented at such meeting
shall be the act of the shareholders,


                               -3-


<PAGE>

unless the vote of a greater number or voting by classes is required by the
Business Corporation Act of the State of Illinois, the Articles of Incorporation
or these By-laws.

     SECTION 9.     PROXIES.  At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact delivered by the beginning of the meeting.  Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

     SECTION 10.    VOTING OF SHARES.  Unless otherwise provided in the Articles
of Incorporation, or in any Certificate of Designation containing the rights and
preferences of any class or series of stock of the Corporation, each outstanding
share, regardless of class, shall be entitled to one vote in person or by proxy
upon each matter submitted to a vote of the shareholders.

     SECTION 11.    VOTING OF SHARES BY CERTAIN HOLDERS.  Shares registered in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the by-laws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.

     Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his administrator, executor,
court-appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor,
court-appointed guardian or conservator.

     Shares registered in the name of a trustee may be voted by him, either in
person or by proxy.

     Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     SECTION 12.    INSPECTORS.  At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder shall, appoint one or
more persons as inspectors for such meeting.


                               -4-


<PAGE>

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting to ensure impartiality and fairness to
all of tho shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of the inspectors if there is more than one inspector acting at such
meeting.  If there is more than one inspector, the report of a majority shall be
the report of the inspectors.  The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be PRIMA FACIE evidence thereof.

     SECTION 13.    INFORMAL ACTION BY SHAREHOLDERS.  Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed (i) by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(ii) by all of the shareholders entitled to vote with respect to the subject
matter thereof.  If such consent is signed by less than all of the shareholders
entitled to vote, then such consent shall become effective only if at least five
(5) days prior to the execution of the consent a notice in writing is delivered
to all the shareholders entitled to vote with respect to the subject matter
thereof and, after the effective date of the consent, prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be delivered in writing to those shareholders who have not
consented in writing.

     SECTION 14.    VOTING BY BALLOT.  Voting on any question or in any election
may be VIVA VOCE unless the presiding officer or any shareholder shall demand
that voting be by ballot.

                           ARTICLE III

                            DIRECTORS

     SECTION 1.     NUMBER, TENURE AND QUALIFICATIONS.  The number of directors
which shall constitute the whole Board of Directors shall be not less than five
nor more than eleven and shall be fixed from time to time, within such minimum
and maximum, by the Board of Directors.  The minimum and maximum number of
directors constituting the Board of Directors may be increased or decreased
from time to time by amendment to these by-laws. Each director elected shall
hold office until the next annual meeting of the


                               -5-


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shareholders or until his successor shall have been elected and shall have
qualified.  Directors need not be residents of Illinois nor shareholders of the
Corporation.

     SECTION 2.     VACANCIES.  Vacancies and newly created directorships
resulting from an increase in the number of directors may be filled by election
at a meeting of the directors then in office, though less than a quorum, or by a
sole remaining director, or at any annual meeting of the shareholders or special
meeting of the shareholders called for that purpose.  A director elected by the
shareholders to fill a vacancy shall hold office for the balance of the term for
which he or she was elected.  A director elected by the directors to fill a
vacancy shall serve until the next meeting of shareholders at which directors
are to be elected.

     SECTION 3.     DUTIES OF DIRECTORS.  The business and affairs of the
Corporation shall be managed by its Board of Directors, except as may be
otherwise provided by statute or the Articles of Incorporation.

     SECTION 4.     REGULAR MEETINGS.  Regular meetings of the Board of
Directors shall be held, without other notice than this by-law, immediately
following, and at the same place as, the annual meeting of the shareholders.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Illinois, for the holding of additional regular
meetings without other notice than this by-law.

     SECTION 5.     SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by or at the request of the President, any
Vice-President or one-third of the directors.  The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Illinois, as the place for holding any special
meeting of the Board of Directors called by them.

     SECTION 6.     NOTICE.  Notice of special meetings shall be given to each
director, in person or by mail, at least five (5) days prior to the date
designated therein for such meetings.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
first-class postage thereon prepaid.  Any director may waive notice of any
meeting.  The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     SECTION 7.     QUORUM.  A majority of the directors in office shall
constitute a quorum for the transaction of business at any


                               -6-


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meeting of the Board of Directors; provided, that if less than a majority of
such number of directors are present at any meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting from time to time
without further notice.  The vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the vote of a greater number is required by the Business Corporation Act
of the State of Illinois, the Articles of Incorporation or these by-laws.  The
Board may participate in and act at any meeting through the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, provided that a written record
of such action and meeting are made a permanent part of the Corporation's
records.

     SECTION 8.     RESIGNATIONS. Any director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation.  A resignation need not be accepted in order to be effective.

     SECTION 9.     INFORMAL ACTION BY DIRECTORS.  Any action required to be
taken at a meeting of the Board of Directors, or any other action which may be
taken at a meeting of the Board of Directors or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors shall have the same effect as
an unanimous vote of all of the directors or all of the members of such
committee, as the case may be, at a duly called meeting thereof, and may be
stated as such in any document filed with any third party, including but not
limited to, the Secretary of State of Illinois, any bank or savings and loan
association, Internal Revenue Service, Illinois State Department of Revenue,
Cook County Recorder's Office and the Attorney General of Illinois, and shall be
filed with the minutes of the proceedings of the Board or such committee.

     SECTION 10.    COMPENSATION.  The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the Board of Directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.

     SECTION 11.    PRESUMPTION OF ASSENT.  A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or


                               -7-


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unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the Secretary of the Corporation
within three (3) business days after the adjournment of the meeting.  Such right
to dissent shall not apply to a director who voted in favor of such action.

     SECTION 12.    REMOVAL OF DIRECTORS.  One or more of the directors of the
Corporation may be removed, with or without cause, at a meeting of shareholders
by the affirmative vote of the holders of a majority of the outstanding shares
then entitled to vote at an election of directors as provided by law.

     SECTION 13.    COMMITTEES.  A majority of the directors may create one or
more committees and appoint members of the Board to serve on the committee or
committees.  Each committee shall have two or more members, who shall serve at
the pleasure of the Board. Each committee, to the extent provided in the
resolution creating the same, may exercise the authority of the Board of
Directors except as otherwise provided by law.  The committees shall keep
regular minutes of their proceedings and when required by the Board of Directors
shall report the same to the Board of Directors.

                            ARTICLE IV

                             OFFICERS

     SECTION 1.     NUMBER.  The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary, a Treasurer and
one or more Vice-Presidents.  There shall be such other officers and assistant
officers as the Board of Directors may from time to time deem necessary.  Any
number of offices may be held by the same person.

     SECTION 2.     ELECTION AND TERM OF OFFICE.  The officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of
shareholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as may be convenient.  Vacancies
may be filled or new offices created and filled at any meeting of the Board of
Directors. 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
resign or shall have been removed in the manner hereinafter provided. New
offices may be created at any meeting of the Board of Directors. Election or
appointment of an officer or agent shall not of itself create contract rights.

     SECTION 3.     COMPENSATION.  The salaries and additional compensation, if
any, of all officers of the Corporation shall be


                               -8-


<PAGE>

fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

     SECTION 4.     RESIGNATIONS.  Any officer may resign at any time by giving
notice to the Board of Directors or to the President or Secretary.  A
resignation of an officer need not be accepted in order to be effective.

     SECTION 5.     REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

     SECTION 6.     VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled at any
meeting of the Board of Directors for the unexpired portion of the term.

     SECTION 7.     DUTIES OF OFFICERS.  The duties and powers of the officers
shall be as follows:

                            PRESIDENT

     The President shall be the principal executive officer of the Corporation
and, subject to the control of the Board of Directors, shall, in general, be
responsible for the administration and operation of the business and affairs of
the Corporation. He shall preside at all meetings of the shareholders and the
Board of Directors.  He may sign with the Secretary, or any other proper officer
of the Corporation thereunto authorized by the Board of Directors, certificates
for shares of the Corporation and any deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be executed or
the execution of which is in the ordinary course of the Corporation's business,
except in cases where the signing and execution thereof shall be  expressly
delegated by the Board of Directors or by these bylaws to some other officer or
agent of the Corporation, or shall be  required by law to be otherwise signed or
executed, and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of Directors
from time to time.

                         VICE-PRESIDENTS

     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 in the order of their election), shall, in the absence,
disability or refusal to act of the President, perform the duties of the
President, and when so


                               -9-


<PAGE>

acting, shall have all the power of and be subject to all the restrictions upon
the President.  He may sign with the Secretary, or any other proper officer of
the Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation and any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed or the
execution of which is in the ordinary course of the Corporation's business,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed, and shall perform such other duties as may be prescribed by the Board
of Directors from time to time.

                            SECRETARY

     The Secretary shall: (a) keep the minutes of the meetings of the
shareholders, the Board of Directors and committees of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents the execution of which on behalf of
the Corporation under its seal is duly authorized in accordance with the
provisions of these bylaws; (d) keep or cause to be kept a register of the name
and post-office address of each shareholder, which shall be furnished to the
Corporation by such shareholder, and the number and class of shares held by each
shareholder; (e) sign with the President, or a Vice-President, certificates for
shares of the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned by the President or by the Board of Directors.

                            TREASURER

     If required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.  The Treasurer shall be the
principal financial and accounting officer of the Corporation, and shall: (a)
have charge and custody of, and be responsible for, all funds and securities of
the Corporation; (b) keep or cause to be kept complete books and records of
account including a record of all receipts and disbursements; (c) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys not otherwise employed in the name of
the Corporation in such bank, savings and loan association, trust


                               -10-


<PAGE>

company or other depositories as shall be selected in accordance with the
provisions of Article V of these by-laws; (d) from time to time prepare or cause
to be prepared and render financial statements of the Corporation at the request
of the President or the Board of Directors; and (e) in general perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned by the President or the Board of Directors.

          ASSISTANT SECRETARIES AND ASSISTANT TREASURERS

     The Assistant Treasurers, if any, shall respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.  In
the absence of the Treasurer or Secretary or in the event of the inability or
refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the
Assistant Secretary (or in the event there is more than one of either, in the
order designated by the Board of Directors or in the absence of such
designation, in the order of election) shall perform the duties of the Treasurer
and Secretary, respectively, and when so acting, shall have all the authority of
and be subject to all the restrictions upon such office.  The Assistant
Treasurers and Assistant Secretaries shall also perform such duties as shall be
assigned to them from time to time by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors.

                            ARTICLE V

              CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1.     CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

     SECTION 2.     LOANS.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

     SECTION 3.     CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.


                               -11-


<PAGE>

     SECTION 4.     DEPOSITS.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such bank, savings and loan association, trust company or other depositories
as the Board of Directors may select.

                            ARTICLE VI

            CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.     CERTIFICATES FOR SHARES.  The issued shares of the
Corporation shall be represented by certificates or shall be uncertificated
shares.  Certificates representing shares of the Corporation shall be in such
form as may be determined by the Board of Directors.  Such certificates shall be
signed by the President or a Vice-President and by the Secretary or an Assistant
Secretary and shall be sealed with the seal of the Corporation.  Any or all of
the signatures on the certificates may be a facsimile.  All certificates for
shares shall be consecutively numbered or otherwise identified.  The name of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

     SECTION 2.     TRANSFER OF SHARES.  Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.  The Board of
Directors shall have the power to make all such rules and regulations,
consistent with applicable law, as the Board of Directors may deem appropriate
concerning the issue, transfer and registration of certificates for shares of
the Corporation.  The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

                           ARTICLE VII

                       VOTING OF SECURITIES

     The President shall have full authority, in the name and on behalf of the
Corporation, to attend, act and vote at any meeting


                               -12-


<PAGE>

of security holders of any corporation in which the Corporation may from time to
time hold securities, and at any such meeting shall possess and may exercise any
and all rights and powers incident to the ownership of such securities and
which, as the holder thereof, the Corporation might possess and exercise if
personally present, and may exercise such power and authority through the
execution of proxies, or the President or the Board of Directors may delegate
such power and authority to any other officer, agent or employee of this
Corporation.


                           ARTICLE VIII

                           FISCAL YEAR

     The fiscal year of the Corporation shall end on December 31 of each year,
unless otherwise determined by the Board of Directors.


                            ARTICLE IX

                         INDEMNIFICATION

     SECTION 1.     ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
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 or she is or was a director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he or she
acted in good faith and in a manner he or she 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 or her
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or 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 in which he or she 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 or
her conduct was unlawful.

     SECTION 2.     ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. 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


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<PAGE>

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 or she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to have been liable to the Corporation
unless, and only to the extent that, the court in which such action or suit is
finally adjudicated 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 expenses which
the court shall deem proper.

     SECTION 3.     INDEMNIFICATION AGAINST EXPENSES.  Anything in Sections 1 or
2 of this Article IX to the contrary notwithstanding, to the extent that any
person referred to therein has been successful, on the merits or otherwise, in
the defense of any action, suit or proceeding referred to therein or in the
defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     SECTION 4.     AUTHORIZATION OF INDEMNIFICATION.  Any indemnification under
Sections 1 and 2 of this Article IX (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case by the Board of
Directors and upon a determination that the indemnification of the director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections 1 and 2 of this
Article IX.  Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum (as defined in the bylaws of the Corporation)
consisting of directors who are not parties to such action, suit or proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the shareholders.

     SECTION 5.     PAYMENT OF EXPENSES IN ADVANCE.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may 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 such amount unless it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation.


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<PAGE>

     SECTION 6.     PROVISIONS NOT EXCLUSIVE.  The indemnification and
advancement of expenses provided by or granted under the other subsections of
this Article IX shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such official capacity and as to action in
another capacity while holding such office.

     SECTION 7.     INSURANCE.  The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of
this Article IX.

     SECTION 8.     NOTICE TO SHAREHOLDERS.  If a Corporation has paid indemnity
or has advanced expenses to a director, officer, employee or agent, the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholder's meeting.

     SECTION 9.     DEFINITIONS.  For purposes of this Article IX, references to
"the Corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its directors,
officers, and employees or agents, so that any person who was a director,
officer, employee or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article IX with
respect to the surviving corporation as such person would have with respect to
such merging corporation if its separate existence had continued. For the
purposes of this Article IX, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to "serving at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries. A person who
acted in good faith and in a manner he or she reasonably believed to be in the
best interests of the participants and beneficiaries of an employee


                               -15-


<PAGE>

benefit plan shall be deemed to have acted in a manner "not opposed to the best
interest of the Corporation" as referred to in this Article IX.

     SECTION 10.    CONTINUANCE OF INDEMNIFICATION.  The indemnification and
advancement of expenses provided by or granted under this Section shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of that person.


                            ARTICLE X

                         WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of these
by-laws, the Articles of Incorporation or the Business Corporation Act of the
State of Illinois, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.


                            ARTICLE XI

                            AMENDMENTS

     These by-laws may be altered, amended or repealed and new by-laws may be
adopted at any properly constituted meeting of the shareholders or Board of
Directors by a majority vote of a quorum (as defined in the by-laws of this
Corporation), provided that notice of the proposed change was given in the
notice of such meeting of the shareholders or the Board of Directors, as the
case may be.


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