<PAGE>

                                 AMENDED AND RESTATED
                                           
                                       BY-LAWS
                                           
                                          OF
                                           
                         CROSS-CONTINENT AUTO RETAILERS, INC.
                                           
                                      ARTICLE I
                                           
                                     STOCKHOLDERS
                                           
          Section 1.1. ANNUAL MEETINGS.  An annual meeting of stockholders 
shall be held for the election of directors at such date, time and place 
either within or without the State of Delaware as may be designated by the 
Board of Directors from time to time.  Any other proper business may be 
transacted at the annual meeting.

          Section 1.2. SPECIAL MEETINGS.  Special meetings of stockholders 
may be called at any time by the Chairman of the Board, if any, a Vice 
Chairman of the Board, if any, the President or the Board of Directors, to be 
held at such date, time and place either within or without the State of 
Delaware as may be stated in the notice of the meeting.

          Section 1.3. NOTICE OF MEETINGS.  Whenever stockholders are 
required or permitted to take any action at a meeting, a written notice of 
the meeting shall be given which shall state the place, date and hour of the 
meeting, and, in the case of a special meeting, the purpose or purposes for 
which the meeting is called.  Unless otherwise provided by law, the written 
notice of any meeting shall be given not less than ten nor more than sixty 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting.  If mailed, such notice shall be deemed to be given when 
deposited in the United States mail, postage prepaid, directed to the 
stockholder at such stockholder's address as it appears on the records of the 
Corporation.

         Section 1.4. ADJOURNMENTS.  Any meeting of stockholders, annual or 
special, may be adjourned from time to time, to reconvene at the same or some 
other place, and notice need not be given of any such adjourned meeting if 
the time and place thereof are announced at the meeting at which the 
adjournment is taken.  At the adjourned meeting, the Corporation may transact 
any business which might have been transacted at the original meeting.  If 
the adjournment is for more than thirty days, or if after the adjournment a 
new record date is fixed for the adjourned meeting, a notice of the adjourned 
meeting shall be given to each stockholder of record entitled to vote at the 
meeting.

         Section 1.5. QUORUM.  At each meeting of stockholders, except where 
otherwise provided by law or the certificate of incorporation or these 
by-laws, the holders of a majority of the outstanding shares of stock 
entitled to vote on a matter at the meeting, present in person or represented 
by proxy, shall constitute a quorum.  For purposes of the foregoing, where a 
separate vote by class or classes is required for any matter, the holders of 

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a majority of the outstanding shares of such class or classes, present in 
person or represented by proxy, shall constitute a quorum to take action with 
respect to that vote on that matter.  Two or more classes or series of stock 
shall be considered a single class if the holders thereof are entitled to 
vote together as a single class at the meeting.  In the absence of a quorum 
of the holders of any class of stock entitled to vote on a matter, the 
holders of such class so present or represented may, by majority vote, 
adjourn the meeting of such class from time to time in the manner provided by 
Section 1.4 of these by-laws until a quorum of such class shall be so present 
or represented.  Shares of its own capital stock belonging on the record date 
for the meeting to the Corporation or to another corporation, if a majority 
of the shares entitled to vote in the election of directors of such other 
corporation is held, directly or indirectly, by the Corporation, shall 
neither be entitled to vote nor be counted for quorum purposes; PROVIDED, 
that the foregoing shall not limit the right of the Corporation to vote 
stock, including but not limited to its own stock, held by it in a fiduciary 
capacity.

          Section 1.6. ORGANIZATION.  Meetings of stockholders shall be 
presided over by the Chairman of the Board if any, or in the absence of the 
Chairman of the Board by a Vice Chairman of the Board, if any, or in the 
absence of a Vice Chairman of the Board by the President, or in the absence 
of the President by a Vice President, or in the absence of the foregoing 
persons by a chairman designated by the Board of Directors, or in the absence 
of such designation by a chairman chosen at the meeting.  The Secretary, or 
in the absence of the Secretary an Assistant Secretary, shall act as 
secretary of the meeting, but in the absence of the Secretary and any 
Assistant Secretary the chairman of the meeting may appoint any person to act 
as secretary of the meeting.

          Section 1.7. VOTING; PROXIES.  Unless otherwise provided in the 
certificate of incorporation, each stockholder entitled to vote at any 
meeting of stockholders shall be entitled to one vote for each share of stock 
held by such stockholder which has voting power upon the matter in question.  
If the certificate of incorporation provides for more or less than one vote 
for any share on any matter, every reference in these by-laws to a majority 
or other proportion of stock shall refer to such majority or other proportion 
of the votes of such stock.

          Each stockholder entitled to vote at a meeting of stockholders or 
to express consent or dissent to corporate action in writing without a 
meeting may authorize another person or persons to act for such stockholder 
by proxy, but no such proxy shall be voted or acted upon after three years 
from its date, unless the proxy provides for a longer period.  A duly 
executed proxy shall be irrevocable if it states that it is irrevocable and 
if, and only as long as, it is coupled with an interest sufficient in law to 
support an irrevocable power, regardless of whether the interest with which 
it is coupled is an interest in the stock itself or an interest in the 
Corporation generally.  A stockholder may revoke any proxy which is not 
irrevocable by attending the meeting and voting in person or by filing with 
the Secretary of the Corporation an instrument in writing revoking the proxy 
or another duly executed proxy bearing a later date.

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          Voting at meetings of stockholders need not be by written ballot 
and need not be conducted by inspectors unless the holders of a majority of 
the outstanding shares of all classes of stock entitled to vote thereon 
present in person or represented by proxy at such meeting shall so determine. 
Except as provided in Section 2.2 of these by-laws, directors shall be 
elected by a plurality of the votes of the shares present in person or 
represented by proxy at the meeting and entitled to vote on the election of 
directors.  In all other matters, unless otherwise provided by law or by the 
certificate of incorporation or these by-laws, the affirmative vote of the 
holders of a majority of the shares present in person or represented by proxy 
at the meeting and entitled to vote on the subject matter shall be the act of 
the stockholders.  Where a separate vote by class or classes is required, the 
affirmative vote of the holders of a majority of the shares of such class or 
classes present in person or represented by proxy at the meeting shall be the 
act of such class, except as otherwise provided by law or by the certificate 
of incorporation or these by-laws.

          Section 1.8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF 
RECORD. In order that the Corporation may determine the stockholders entitled 
to notice of or to vote at any meeting of stockholders or any adjournment 
thereof, the Board of Directors may fix a record date, which record date 
shall not precede the date upon which the resolution fixing the record date 
is adopted by the Board of Directors, and which record date shall not be more 
than sixty nor less than ten days before the date of such meeting.  If no 
record date is fixed by the Board of Directors, the record date for 
determining stockholders entitled to notice of or to vote at a meeting of 
stockholders shall be at the close of business on the day next preceding the 
day on which notice is given, or, if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is held.  A 
determination of stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of the meeting; 
PROVIDED, that the Board of Directors may fix a new record date for the 
adjourned meeting.

          In order that the Corporation may determine the stockholders 
entitled to receive payment of any dividend or other distribution or 
allotment of any rights or the stockholders entitled to exercise any rights 
in respect of any change, conversion or exchange of stock, or for the purpose 
of any other lawful action, the Board of Directors may fix a record date, 
which record date shall not precede the date upon which the resolution fixing 
the record date is adopted, and which record date shall be not more than 
sixty days prior to such action.  If no record date is fixed, the record date 
for determining stockholders for any such purpose shall be at the close of 
business on the day on which the Board of Directors adopts the resolution 
relating thereto.

         Section 1.9. LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary 
shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open 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 


                                     -3-

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prior to the meeting, either at a place within the city where the meeting is 
to be held, which place shall be specified in the notice of the meeting, or, 
if not so specified, at the place where the meeting is to be held.  The list 
shall also 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.

                                  ARTICLE II

                             BOARD OF DIRECTORS

          Section 2.1. POWERS; NUMBER; QUALIFICATIONS.  The business and 
affairs of the Corporation shall be managed by or under the direction of the 
Board of Directors, except as may be otherwise provided by law or in the 
certificate of incorporation.  The Board of Directors shall consist of three 
or more members, the number thereof to be determined from time to time by the 
Board.  Directors need not be stockholders.

          Section 2.2. ELECTION; TERM OF OFFICE; VACANCIES.  Each director 
shall hold office until the earliest of (i) his or her successor being 
elected and qualified, (ii) his or her resignation or removal or (iii) if 
such director is, or simultaneously becomes, an employee of the Corporation 
or any subsidiary thereof at the time he or she is elected and qualified as a 
director of the Corporation, then until the termination (for any reason) of 
such employment. Unless otherwise provided in the certificate of 
incorporation or these by-laws, vacancies and newly created directorships 
resulting from any increase in the authorized number of directors or from any 
other cause may be filled by a majority of the directors then in office, 
although less than a quorum, or by the sole remaining director.  Whenever the 
holders of any class or classes of stock or series thereof are entitled to 
elect one or more directors by the certificate of incorporation, vacancies 
and newly created directorships of such class or classes or series may be 
filled by a majority of the directors elected by such class or classes or 
series thereof then in office, or by the sole remaining director so elected. 

          Section 2.3. RESIGNATION; REMOVAL.  Any director may resign at any 
time upon written notice to the Board of Directors or to the President or the 
Secretary of the Corporation.  Such resignation shall take effect at the time 
specified therein, and unless otherwise specified therein no acceptance of 
such resignation shall be necessary to make it effective.  Any director or 
the entire Board of Directors may be removed from office at any time, but 
only for cause, by the holders of a majority of the shares then entitled to 
vote at an election of directors.  Whenever the holders of any class or 
series of stock are entitled to elect one or more directors by the 
certificate of incorporation, such director or directors may be removed with 
or without cause by the holders of a majority of the outstanding shares of 
that class or series, without respect to any vote of the outstanding shares 
as a whole.  

          Section 2.4. REGULAR MEETINGS.  Regular meetings of the Board of 
Directors may be held at such places within or without the State of Delaware 
and at such times as the 


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Board may from time to time determine, and if so determined notice thereof 
need not be given.

          Section 2.5. SPECIAL MEETINGS.  Special meetings of the Board of 
Directors may be held at any time or place within or without the State of 
Delaware whenever called by the Chairman of the Board, if any, by a Vice 
Chairman of the Board, if any, by the President or by any two directors. 
Reasonable notice thereof shall be given by the person or persons calling the 
meeting.

          Section 2.6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE 
PERMITTED.  Unless otherwise restricted by the certificate of incorporation 
or these by-laws, members of the Board of Directors, or any committee 
designated by the Board, may participate in a meeting of the Board or of such 
committee, as the case may be, by means of conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear each other, and participation in a meeting pursuant to this 
by-law shall constitute presence in person at such meeting.

          Section 2.7. QUORUM; VOTE REQUIRED FOR ACTION.  At all meetings of 
the Board of Directors a majority of the entire Board shall constitute a 
quorum for the transaction of business.  The vote of a majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board unless the certificate of incorporation or these by-laws shall 
require a vote of a greater number.  In case at any meeting of the Board a 
quorum shall not be present, the members of the Board present may adjourn the 
meeting until a quorum shall be present.

          Section 2.8. ORGANIZATION.  Meetings of the Board of Directors 
shall be presided over by the Chairman of the Board, if any, or in the 
absence of the Chairman of the Board by a Vice Chairman of the Board, if any, 
or in the absence of a Vice Chairman of the Board by the President, or in 
their absence by a chairman chosen at the meeting.  The Secretary, or in the 
absence of the Secretary an Assistant Secretary, shall act as secretary of 
the meeting, but in the absence of the Secretary and any Assistant Secretary 
the chairman of the meeting may appoint any person to act as secretary of the 
meeting.

          Section 2.9. ACTION BY DIRECTORS WITHOUT A MEETING. Unless 
otherwise restricted by the certificate of incorporation or these by-laws, 
any action required or permitted to be taken at any meeting of the Board of 
Directors, or of any committee thereof, may be taken without a meeting if all 
members of the Board or of such committee, as the case may be, consent 
thereto in writing, and the writing or writings are filed with the minutes of 
proceedings of the Board or committee.

          Section 2.10. COMPENSATION OF DIRECTORS.  Unless otherwise 
restricted by the certificate of incorporation or these by-laws, the Board of 
Directors shall have the authority to fix the compensation of directors.


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                                     ARTICLE III

                                     COMMITTEES

          Section 3.1. COMMITTEES.  The Board of Directors may, by resolution 
passed by a majority of the whole Board, designate one or more committees, 
each committee to consist of one or more of the directors of the Corporation, 
except that the Board of Directors may not form an executive committee 
without the unanimous consent of the Board of Directors, which consent shall 
specify the members of the proposed executive committee and limitations, if 
any, over the authority of the executive committee.  The Board may designate 
one or more directors as alternate members of any committee, who may replace 
any absent or disqualified member at any meeting of the committee.  In the 
absence or disqualification of a member of a committee, the member or members 
thereof present at any meeting and not disqualified from voting, whether or 
not such member or members constitute a quorum, may unanimously appoint 
another member of the Board to act at the meeting in the place of any such 
absent or disqualified member.  Any such committee, to the extent provided in 
the resolution of the Board of Directors or in these by-laws, shall have and 
may exercise all the powers and authority of the Board of Directors in the 
management of the business and affairs of the Corporation, and may authorize 
the seal of the Corporation to be affixed to all papers which may require it; 
but no such committee shall have the power or authority to (1) amend the 
certificate of incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance of 
shares of stock adopted by the Board of Directors, fix the designations and 
any of the preferences or rights of such shares relating to dividends, 
redemption, dissolution, any distribution of assets of the Corporation or the 
conversion into, or the exchange of such shares for, shares of any other 
class or classes or any other series of the same or any other class or 
classes of stock of the Corporation or fix the number of shares of any series 
of stock or authorize the increase or decrease of the shares of any series), 
(2) adopt an agreement of merger or consolidation, (3) recommend to the 
stockholders the sale, lease or exchange of all or substantially all of the 
Corporation's property and assets, (4) recommend to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, removing or 
indemnifying directors or amending these by-laws or (5) unless the 
resolution, these by-laws or the certificate of incorporation expressly so 
provides, declare a dividend, to authorize the issuance of stock or to adopt 
a certificate of ownership and merger.

          Section 3.2. COMMITTEE RULES.  Unless the Board of Directors 
otherwise provides, each committee designated by the Board may adopt, amend 
and repeal rules for the conduct of its business.  In the absence of a 
provision by the Board or a provision in the rules of such committee to the 
contrary, a majority of the entire authorized number of members of such 
committee shall constitute a quorum for the transaction of business, the vote 
of a majority of the members present at a meeting at the time of such vote if 
a quorum is then present shall be the act of such committee, and in other 
respects each committee shall conduct its business in the same manner as the 
Board conducts its business pursuant to Article II of these bylaws.


                                     -7-

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                                   ARTICLE IV

                                    OFFICERS

          Section 4.1. OFFICERS; ELECTION.  As soon as practicable after the 
annual meeting of stockholders in each year, the Board of Directors shall 
elect a President and a Secretary, and it may, if it so determines, elect 
from among its members a Chairman of the Board and one or more Vice Chairmen 
of the Board. The Board may also elect one or more Vice Presidents, one or 
more Assistant Vice Presidents, one or more Assistant Secretaries, a 
Treasurer and one or more Assistant Treasurers and such other officers as the 
Board may deem desirable or appropriate and may give any of them such further 
designations or alternate titles as it considers desirable.  Any number of 
offices may be held by the same person unless the certificate of 
incorporation or these bylaws otherwise provide.

          Section 4.2. TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.  
Unless otherwise provided in the resolution of the Board of Directors 
electing any officer, each officer shall hold office until his or her 
successor is elected and qualified or until his or her earlier resignation or 
removal.  Any officer may resign at any time upon written notice to the Board 
or to the President or the Secretary of the Corporation.  Such resignation 
shall take effect at the time specified therein, and unless otherwise 
specified therein no acceptance of such resignation shall be necessary to 
make it effective.  The Board may remove any officer with or without cause at 
any time.  Any such removal shall be without prejudice to the contractual 
rights of such officer, if any, with the Corporation, but the election of an 
officer shall not of itself create contractual rights.  Any vacancy occurring 
in any office of the Corporation by death, resignation, removal or otherwise 
may be filled by the Board at any regular or special meeting.

          Section 4.3. POWERS AND DUTIES.  The officers of the Corporation 
shall have such powers and duties in the management of the Corporation as 
shall be stated in these by-laws or in a resolution of the Board of Directors 
which is not inconsistent with these by-laws and, to the extent not so 
stated, as generally pertain to their respective offices, subject to the 
control of the Board.

          Section 4.4. CHAIRMAN OF THE BOARD.  The Chairman of the Board, if 
any, shall preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present and shall have and may 
exercise such powers as may, from time to time, be assigned to him or her by 
the Board or as may be provided by law.

          Section 4.5. VICE CHAIRMEN OF THE BOARD.  In the absence of the 
Chairman of the Board, a Vice Chairman of the Board shall preside at all 
meetings of the Board of Directors and of the stockholders at which he or she 
shall be present.  If there be more than one Vice Chairman, the Board of 
Directors may determine which one of the Vice Chairmen 


                                     -8-

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shall so preside, or, if such determination is not made by the Board, any of 
the Vice Chairmen may preside.  The Vice Chairman or Vice Chairmen shall 
exercise such powers as may, from time to time, be assigned to him or her by 
the Board or as may be provided by law.

          Section 4.6. PRESIDENT.  In the absence of the Chairman of the 
Board and a Vice Chairman of the Board, the President shall preside at all 
meetings of the Board of Directors and of the stockholders at which he or she 
shall be present.  The President shall be the chief executive officer and 
shall have general charge and supervision of the business of the Corporation 
and, in general, shall perform all duties incident to the office of president 
of a corporation and such other duties as may, from time to time, be assigned 
to him or her by the Board or as may be provided by law.

          Section 4.7. VICE PRESIDENTS.  The Vice President or Vice 
Presidents, at the request or in the absence of the President or during the 
President's inability to act, shall perform the duties of the President, and 
when so acting shall have the powers of the President.  If there be more than 
one Vice President, the Board of Directors may determine which one or more of 
the Vice Presidents shall perform any of such duties; or if such 
determination is not made by the Board, the President may make such 
determination; otherwise any of the Vice Presidents may perform any of such 
duties.  The Vice President or Vice Presidents shall have such other powers 
and shall perform such other duties as may, from time to time, be assigned to 
him or her or them by the Board or the President or as may be provided by law.

          Section 4.8. SECRETARY.  The Secretary shall have the duty to 
record the proceedings of the meetings of the stockholders, the Board of 
Directors and any committees in a book to be kept for that purpose, shall see 
that all notices are duly given in accordance with the provisions of these 
by-laws or as required by law, shall be custodian of the records of the 
Corporation, may affix the corporate seal to any document the execution of 
which, on behalf of the Corporation, is duly authorized, and when so affixed 
may attest the same, and, in general, shall perform all duties incident to 
the office of secretary of a corporation and such other duties as may, from 
time to time, be assigned to him or her by the Board or the President or as 
may be provided by law.

          Section 4.9. TREASURER.  The Treasurer shall have charge of and be 
responsible for all funds, securities, receipts and disbursements of the 
Corporation and shall deposit or cause to be deposited, in the name of the 
Corporation, all moneys or other valuable effects in such banks, trust 
companies or other depositories as shall, from time to time, be selected by 
or under authority of the Board of Directors.  If required by the Board, the 
Treasurer shall give a bond for the faithful discharge of his or her duties, 
with such surety or sureties as the Board may determine.  The Treasurer shall 
keep or cause to be kept full and accurate records of all receipts and 
disbursements in books of the Corporation, shall render to the President and 
to the Board, whenever requested, an account of the financial condition of 
the Corporation, and, in general, shall perform all the duties incident to 
the office of treasurer of 


                                     -9-

<PAGE>

a corporation and such other duties as may, from time to time, be assigned to 
him or her by the Board or the President or as may be provided by law.

          Section 4.10. OTHER OFFICERS.  The other officers, if any, of the 
Corporation shall have such powers and duties in the management of the 
Corporation as shall be stated in a resolution of the Board of Directors 
which is not inconsistent with these by-laws and, to the extent not so 
stated, as generally pertain to their respective offices, subject to the 
control of the Board.  The Board may require any officer, agent or employee 
to give security for the faithful performance of his or her duties.

          Section 4.11.  FIDELITY BONDS.  If required by the Board of 
Directors, any officer shall give the Corporation a bond in a sum and with 
one or more sureties satisfactory to the Board, for the faithful performance 
of the duties of his or her office, and for the restoration to the 
Corporation, in case of his or her death, resignation, retirement or removal 
from office, of all books, papers, vouchers, money and other property of 
whatever kind in his or her possession or under his or her control belonging 
to the Corporation.

                                   ARTICLE V

                                     STOCK

          Section 5.1. 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 or a Vice Chairman of the Board of 
Directors, if any, 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, representing the number of shares of stock in the Corporation 
owned by such holder.  If such certificate is manually signed by one officer 
or manually countersigned by a transfer agent or by a registrar, any other 
signature on the certificate may be 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 such person were such officer, 
transfer agent or registrar at the date of issue.

          Each certificate representing shares shall state upon the face 
thereof that the Corporation is formed under the laws of the State of 
Delaware, the name of the person or persons to whom such shares have been 
issued and the number and class of such shares, and the designation of the 
class or series, if any, which such certificate represents.

          If the Corporation is authorized to issue more than one class of 
stock or more than one series of any class, the powers, designations, 
preferences and relative, participating, optional or other special rights of 
each class of stock or series thereof and the qualifications or restrictions 
of such preferences and/or rights shall be set forth in full or summarized on 
the face or back of the certificate which the Corporation shall issue to 
represent such class or 


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series of stock; PROVIDED, that, except as otherwise provided by law, 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 powers, 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 5.2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE 
OF NEW CERTIFICATES.  The Corporation may issue a new certificate of stock in 
the place of any certificate theretofore issued by it, alleged to have been 
lost, stolen or destroyed, and the Corporation may require the owner of the 
lost, stolen or destroyed certificate, or such owner's legal representative, 
to give the Corporation a bond sufficient to indemnify it against any claim 
that may be made against it on account of the alleged loss, theft or 
destruction of any such certificate or the issuance of such new certificate.

          Section 5.3. TRANSFERS OF STOCK.  Transfers of stock shall be made 
on the books of the Corporation only by the person named in the certificate 
or by his attorney, lawfully constituted in writing, and upon surrender of 
the certificate therefor, together with such evidence of the payment of 
transfer taxes and compliance with other provisions of law as the Corporation 
or its transfer agent may require.

          Section 5.4. REGISTERED STOCKHOLDERS.  The Corporation may treat 
the holder of record of any share or shares of stock as the holder thereof, 
and shall not be bound to recognize any equitable or other claim to or 
interest in such share on the part of any other person, whether or not it 
shall have express or other notice thereof, save as expressly provided by the 
laws of Delaware.

                                   ARTICLE VI

                                 MISCELLANEOUS

          Section 6.1. FISCAL YEAR.  The fiscal year of the Corporation shall 
be determined by the Board of Directors.

          Section 6.2. SEAL. The Corporation may have a corporate seal which 
shall have the name of the Corporation inscribed thereon and shall be in such 
form as may be approved from time to time by the Board of Directors.  The 
corporate seal may be used by causing it or a facsimile thereof to be 
impressed or affixed or in any other manner reproduced.

          Section 6.3. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, 
DIRECTORS AND COMMITTEES.  Whenever notice is required to be given by law or 
under any provision of the certificate of incorporation or these by-laws, a 
written waiver thereof, signed by the person 


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entitled to notice, whether before or after the time stated therein, shall be 
deemed equivalent to notice.  Attendance of a person at a meeting shall 
constitute a waiver of notice of such meeting, except when the person attends 
a meeting 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.  Neither the business to be transacted at, nor 
the purpose of, any regular or special meeting of the stockholders, directors 
or members of a committee of directors need be specified in any written 
waiver of notice unless so required by the certificate of incorporation or 
these by-laws.

          Section 6.4. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. 
The Corporation shall indemnify to the full extent permitted by law any 
person made or threatened to be made a party to any action, suit or 
proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that such person or such person's testator or intestate is 
or was a director, officer or employee of the Corporation or serves or served 
at the request of the Corporation any other enterprise as a director, officer 
or employee.  Expenses incurred by any such person in defending any such 
action, suit or proceeding shall be paid or reimbursed by the Corporation 
promptly upon receipt by it of an undertaking of such person to repay such 
expenses if it shall ultimately be determined that such person is not 
entitled to be indemnified by the Corporation.  The rights provided to any 
person by this by-law shall be enforceable against the Corporation by such 
person who shall be presumed to have relied upon it in serving or continuing 
to serve as a director, officer or employee as provided above.  No amendment 
of this by-law shall impair the rights of any person arising at any time with 
respect to events occurring prior to such amendment.  For purposes of this 
by-law, the term "Corporation" shall include any predecessor of the 
Corporation and any constituent corporation (including any constituent of a 
constituent) absorbed by the Corporation in a consolidation or merger; the 
term "other enterprise" shall include any corporation, partnership, joint 
venture, trust or employee benefit plan; service "at the request of the 
Corporation" shall include service as a director, officer or employee of the 
Corporation which imposes duties on, or involves services by, such director, 
officer or employee with respect to an employee benefit plan, its 
participants or beneficiaries; any excise taxes assessed on a person with 
respect to an employee benefit plan shall be deemed to be indemnifiable 
expenses; and action by a person with respect to an employee benefit plan 
which such person reasonably believes to be in the interest of the 
participants and beneficiaries of such plan shall be deemed to be action not 
opposed to the best interests of the Corporation.

          Section 6.5. INTERESTED DIRECTORS; QUORUM.  No contract or 
transaction between the Corporation and one or more of its directors or 
officers, or between the Corporation and any other corporation, partnership, 
association or other organization in which one or more of its directors or 
officers are directors or officers, or have a financial interest, shall be 
void or voidable solely for this reason, or solely because the director or 
officer is present at or participates in the meeting of the Board of 
Directors or committee thereof which authorizes the contract or transaction, 
or solely because his or her or their votes are counted for such purpose, if: 
(1) the material facts as to his or her relationship or interest and as to 
the 


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<PAGE>

contract or transaction are disclosed or are known to the Board or the 
committee, and the Board or committee in good faith authorizes the contract 
or transaction by the affirmative vote of a majority of the disinterested 
directors, even though the disinterested directors be less than a quorum; or 
(2) the material facts as to his or her relationship or interest and as to 
the contract or transaction are disclosed or are known to the stockholders 
entitled to vote thereon, and the contract or transaction is specifically 
approved in good faith by vote of the stockholders; or (3) the contract or 
transaction is fair as to the Corporation as of the time it is authorized, 
approved or ratified by the Board, a committee thereof or the stockholders.  
Common or interested directors may be counted in determining the presence of 
a quorum at a meeting of the Board of Directors or of a committee that 
authorizes the contract or transaction.

          Section 6.6. FORM OF RECORDS.  Any records maintained by the 
Corporation in the regular course of its business, including its stock 
ledger, books of account and minute books, may be kept on, or be in the form 
of, punch cards, magnetic tape, photographs, microphotographs or any other 
information storage device, provided that the records so kept can be 
converted into clearly legible form within a reasonable time.  The 
Corporation shall so convert any records so kept upon the request of any 
person entitled to inspect the same.

          Section 6.7. AMENDMENT OF BY-LAWS.  These by-laws may be amended or 
repealed, and new by-laws adopted, by the Board of Directors, but the 
stockholders entitled to vote may adopt additional by-laws and may amend or 
repeal any by-law whether or not adopted by them.

                                  ARTICLE VII

                                    OFFICES

          Section 7.1. REGISTERED OFFICE.  The registered office of the 
Corporation in the State of Delaware shall be at 1209 Orange Street, City of 
Wilmington, County of New Castle, and the registered agent in charge thereof 
shall be The Corporation Trust Company.

          Section 7.2. OTHER OFFICES.  The Corporation may also have an 
office or offices at other places within or without the State of Delaware.



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