AMENDED AND RESTATED

                                     BY LAWS
                                       OF
                          BLC FINANCIAL SERVICES, INC.

                              (Dated June 30, 1997)

                               ARTICLE I - OFFICES

            The principal office of the corporation shall be located in the
City, County and State so provided in the Certificate of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Delaware as the board of Directors may, from time to time, determine
and the business may require.

                            ARTICLE II - STOCKHOLDER

            1.  Place of Meetings.

            Meeting of stockholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of Delaware as
the Board shall authorize.

            2.  Annual Meetings.

            The annual meeting of the stockholders of the Corporation shall be
held at 2:00PM on the last Tuesday of the third month in each year after the
close of the fiscal year of the Corporation, if such date is not a legal holiday
and if a legal holiday, then on the next business day following at the same
hour, at which time the stockholders shall elect a Board of Directors, and
transact such other business as may properly come before the meeting.

            3.  Special Meetings.

            Special meetings of the stockholders may be called at any time by
the Board or by the President or by the Chairman of the Board or as otherwise
required by law.
<PAGE>

            4.  Notice of Meetings.

            Written notice of each meeting of stockholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
wither personally or by mail. Such notice shall be served not less than ten (10)
nor more than sixty (60) days before the meeting, upon each stockholder of
record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by the person calling the meeting. If at any
meeting, action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their shares, the notice of such meeting
shall include a statement of that purpose and to that effect. If mailed, such
notice shall be directed to each such stockholder at his address, as it appears
on the records of the stockholders of the Corporation, unless he shall have
previously filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which event, it
shall be mailed to the address designated in such request.

            5.  Waiver.

            Notice of any meeting need not be given to any stockholder who
submits a signed waiver of a notice either before or after a meeting. The
attendance of any stockholder at a meeting, in person or by proxy, shall
constitute a waiver of notice by such stockholder.

            6.  Fixing Record Date.

            For the purpose of determining the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board shall fix, in advance, a date as the record date for any such
determination of stockholders. Such date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action. If no record date is fixed, it shall be
determined in accordance with the provisions of law.

            7.  Quorum.

            (a) Except as otherwise provided by the Certificate of
Incorporation, at all meetings of stockholders of the Corporation, the presence
at the commencement of such


                                        2
<PAGE>

meeting, in person or by proxy, of stockholders holding a majority of the total
number of shares of the Corporation then issued and outstanding on the records
of the Corporation and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. If a specified item of
business is required to be voted on by a class or classes, the holder of a
majority of the shares of such class or classes shall constitute a quorum for
the transaction of such specified item of business. The withdrawal of any
stockholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

            (b)  Despite the absence of a quorum at any annual or
special meeting of stockholders, the stockholders, by a majority of the votes
cast by the holders of shares entitled to vote thereon, may adjourn the meeting.

            8.  Notice of Stockholder Business and Nominations.

            (a)  Annual Meetings of Stockholders.

                      (i) Nominations of persons for election to the Board and
      the proposal of business to be considered by the stockholders may be made
      at an annual meeting of stockholders (A) pursuant to the Corporation's
      notice of meeting, (B) by or at the direction of the Board or (C) by any
      stockholder of the Corporation who was a stockholder of record at the time
      of giving of notice provided for in this By-law, who is entitled to vote
      at the meeting and who complies with the notice procedures set forth in
      this By-law.

                     (ii) For nominations or other business to be properly
      brought before an annual meeting by a stockholder pursuant to clause (C)
      of paragraph (a)(i) of this By-law, the stockholder must have given timely
      notice thereof in writing to the Secretary of the Corporation and such
      other business must otherwise be a proper matter for stockholder action.
      To be timely, a stockholder's notice shall be delivered to the Secretary
      at the principal executive offices of the Corporation not later than the
      close of business on the 60th day nor earlier than the close of business
      on the 90th day prior to the first anniversary of the preceding year's
      annual meeting, provided, however, that in the event that the date of the
      annual meeting is more than 30 days before or more than 60 days after such
      anniversary date, notice by the stockholder to be timely must be so
      delivered not earlier than the close of business on the 90th day prior to
      such annual meeting and not later than the close of business on the later
      of (a) the 60th day prior to such annual meeting, or (b) the 10th day
      following the day on which public announcement of the date of such meeting
      is first made by the


                                        3
<PAGE>

      Corporation. In no event shall the public announcement of an adjournment
      of an annual meeting commence a new time period for the giving of a
      stockholder's notice as described above. Such stockholder's notice shall
      set forth (A) as to each person whom the stockholder proposes to nominate
      for election or re-election as a director all information relating to such
      person that is required to be disclosed in solicitations of proxies for
      election of directors in an election contest, or is otherwise required, in
      each case pursuant to Regulation 14A under the Securities Exchange Act of
      1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
      (including such person's written consent to being named in the proxy
      statement as a nominee and to serving as a director if elected); (B) as to
      any other business that the stockholder proposes to bring before the
      meeting, a brief description of the business desired to be brought before
      the meeting, the reasons for conducting such business at the meeting and
      any material interest in such business of such stockholder and the
      beneficial owner, if any, on whose behalf the proposal is made; and (C) as
      to the stockholder giving the notice and the beneficial owner, if any, on
      whose behalf the nomination or proposal is made (1) the name and address
      of such stockholder, as they appear on the Corporation's books, and of
      such beneficial owner and (2) the class and number of shares of the
      Corporation which are owned beneficially and of record by such stockholder
      and such beneficial owner.

                    (iii) Notwithstanding anything in the second sentence of
      paragraph (a)(ii) of the By-law to the contrary, in the event that the
      number of directors to be elected to the Board of the Corporation is
      increased and there is no public announcement by the Corporation naming
      all of the nominees for director or specifying the size of the increased
      Board at least 70 days prior to the first anniversary of the preceding
      year's annual meeting, a stockholder's notice required by this By-law
      shall also be considered timely, but only with respect to nominees for any
      new positions created by such increase, if it shall be delivered to the
      Secretary at the principal executive offices of the Corporation not later
      than the close of business on the 10th day following the day on which such
      public announcement is first made by the Corporation.

            (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board or (ii) provided that
the Board has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of


                                        4
<PAGE>

notice provided for in this By-law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-law. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the stockholder's notice
required by paragraph (a)(ii) of the By-law shall be delivered to the Secretary
at the principal executive offices of the Corporation not earlier than the close
of business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

                (c)    General.

                      (i) Only such persons who are nominated in accordance with
      the procedures set forth in this By-law shall be eligible to serve as
      directors and only such business shall be conducted at a meeting of
      stockholders as shall have been brought before the meeting in accordance
      with the procedures set forth in this By-law. Except as otherwise provided
      by law, the Chairman of the meeting shall have the power and duty to
      determine whether a nomination or any business proposed to be brought
      before the meeting was made or proposed, as the case may be, in accordance
      with the procedures set forth in this By-law and, if any proposed
      nomination or business is not in compliance with this By-law, to declare
      that such defective proposal or nomination shall be disregarded.

                     (ii) For purposes of this By-law, "public announcement"
      shall mean disclosure in a press release reported by the Dow Jones News
      Service, Associated Press or comparable national news-service or in a
      document publicly filed by the Corporation with the Securities and
      Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
      Act.

                    (iii) Notwithstanding the foregoing provisions of this
      By-law, a stockholder shall also comply with all applicable requirements
      of the Exchange Act and the rules and regulations thereunder with respect
      to the matters set forth in this By-law. Nothing in this By-law shall be
      deemed to affect any rights (A) of stockholders to request inclusion of
      proposals in the Corporation's proxy statement


                                        5
<PAGE>

      pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any
      series of Preferred Stock to elect directors under specified
      circumstances.

                        ARTICLE III - BOARD OF DIRECTORS

            1.  Duties and Powers.

            The Board shall be responsible for the control and management of the
affairs, property and interests of the Corporation, and may exercise all powers
of the Corporation, except those powers expressly conferred upon or reserved to
the stockholders.

            2.  Annual Meetings.

            Regular annual meetings of the Board shall be held immediately
following the annual meeting of stockholders.

            3.  Regular Meetings and Notice.

            The Board may provide by resolution for the holding of regular
meetings of the Board of Directors, and may fix the time and place thereof.

            Notice of regular meetings shall not be required to be given and, if
given, need not specify the purpose of the meeting; provided, however, that in
case the Board shall fix or change the time or place of any regular meeting,
notice of such action be given to each director who shall not have been present
at the meeting at which such action was taken within the time limited, and in
the manner set forth at Section 7 of this Article III, unless such notice shall
be waived.

            4.  Special Meetings and Notice.

            (a) Special meetings of the Board shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.

            (b) Notice of special meetings shall be mailed directly to each
director, addressed to him at the address designated by him for such purpose at
his usual place of business, at least two (2) business days before the day on
which the meeting is to be held, or


                                        6
<PAGE>

delivered to him personally or given to him orally, not later than the business
day before the day on which the meeting is to be held.

            (c) Notice of a special meeting shall not be required to be given to
any director who shall attend such meeting, or who submits a signed waiver of
notice.

            5.  Chairman.

            At all meetings of the Board, the Chairman, if present, shall
preside. If there shall be no Chairman, or he shall be absent, then the
President shall preside. In his absence, the Chairman shall be chosen by the
Directors present.

            6.  Quorum and Adjournments.

            (a) At all meetings of the Board, the presence of a majority of the
entire board shall be necessary to constitute a quorum for the transaction of
business, except as otherwise provided by law, by the Certificate of
Incorporation, or by these By-laws. Participation of any one or more members of
the board by means of a conference telephone or similar communications
equipment, allowing all persons participating in the meeting to hear each other
at the same time, shall constitute presence in person at any such meeting.

            (b) A majority of the directors present at any regular or special
meeting, although less than a quorum, may adjourn the same from time to time
without notice, until a quorum shall be present.

            7.  Manner of Acting.

            (a) At all meeting of the Board, each director present shall have
one vote.

            (b) Except as otherwise provided by law, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board. Any action authorized, in writing, by all of the directors entitled to
vote thereon and filed with the minutes of the Corporation shall be the act of
the Board with the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the board.

            8.  Vacancies.


                                        7
<PAGE>

            Any vacancies in the Board of Directors resulting from an increase
in the number of directors, or the death, resignation, disqualification, removal
or inability to act of any director, shall be filled for the unexpired portion
of the term by a majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board called for that
purpose.

            9.  Resignation.

            Any director may resign at any time by giving written notice to the
board, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.

            10.  Removal.

            Any director may be removed, with or without cause, at any time by
the holders of a majority of the shares then entitled to vote at an election of
directors, at a special meeting of the stockholders called for that purpose, and
may be removed for cause by action of the Board.

            11.  Compensation.

            No compensation shall be paid to directors as such, for their
services, but by resolution of the BOARD, a fixed sum and expenses for actual
attendance may be authorized for attendance at each regular or special meeting
of the Board. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

            12.  Contracts.

            (a) No contract or other transaction between this Corporation and
any other business shall be affected or invalidated, nor shall any director be
liable in any way by reason of the fact that a director of this Corporation is
interested in, or is financially interested in such other business, provided
such fact is disclosed to the Board.

            (b) Any director may be a party to or may be interested in any
contract or transaction of this Corporation individually, and no director shall
be liable in any way by reason of such interest, provided that the fact of such
participation or interest be disclosed to the Board and provided that the Board
shall authorize or ratify such contract or transaction


                                        8
<PAGE>

by the vote (not counting the vote of any such director) of a majority of a
quorum, notwithstanding the presence of any such director at the meeting at
which such action is taken. Such director may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
invalidate or in any way affect any contract or other transaction which would
otherwise be valid under the law applicable thereto.

            13.  Committees.

            The Board, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, which such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall remain in existence at the pleasure of the
Board. Participation of any one or more members of a committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time, shall
constitute a director's presence in person at any such meeting. Any action
authorized in writing by all of the members of a committee and filed with the
minutes of the committee shall be the act of the committee with the same force
and effect as if the same had been passed by unanimous vote at a duly called
meeting of the committee.

                              ARTICLE IV - OFFICERS

            1.  Number and Qualifications.

            The officers of the Corporation shall consist of a President, one or
more Vice Presidents, a Secretary, a Treasurer, and such other officers,
including a Chairman of the Board, as the Board of Directors may from time to
time deem advisable. Any officer other than the Chairman of the Board may be,
but is not required to be, a director of the Corporation. Any two or more
offices may be held by a director of the Corporation. Any two or more offices
may be held by the same person, except the offices of President and Secretary.

            2.  Election.

            The officers of the Corporation shall be elected by the Board of the
regular annual meeting of the Board following the annual meeting of
stockholders.


                                        9
<PAGE>

            3.  Term of Office.

            Each Officer shall hold office until the annual meeting of the Board
next succeeding his election, and until his successor shall have been elected
and qualified, or until his death, resignation or removal.

            4.  Resignation.

            Any officer may resign at any time by giving written notice thereof
to the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect upon receipt thereof by the Board or by such
officer, unless otherwise specified in such written notice. The acceptance of
such resignation shall not be necessary to make it effective.

            5.  Removal.

            Any officer, whether elected or appointed by the Board, may be
removed by the Board, with or without cause, and a successor elected by the
Board at any time.

            6.  Vacancies.

            A vacancy in any office by reason of death, resignation, inability
to act, disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board.

            7.  Duties.

            Unless otherwise provided by the Board, officers of the Corporation
each shall have powers and duties as generally pertain to their respective
offices, such powers and duties as may be set forth in these by-laws, and such
powers and duties as may be specifically provided for by the Board. The
president shall be the chief executive officer of the Corporation.

            8.  Sureties and Bonds.

            At the request of the Board, any officer, employee or agent of the
Corporation shall execute for the Corporation a bond in such sum, and with such
surety as the board may direct, conditioned upon the faithful performance of his
duties to the Corporation, including


                                       10
<PAGE>

responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.

            9.  Shares of Other Corporations.

            Whenever the Corporation is the holder of shares of any other
corporation, any right or power of the Corporation as such stockholder shall be
exercised on behalf of the Corporation in such manner as the Board may
authorize.

                           ARTICLE V - SHARES OF STOCK

            1.  Certificate.

            (a) The certificates representing shares in the Corporation shall be
in such form as shall be approved by the Board and shall be numbered and
registered in the order issued. They shall bear the holder's name and the number
of shares and shall be signed by (i) the Chairman of the Board or the Vice
Chairman of the Board or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and
shall bear the corporate seal.

            (b) Certificate representing shares shall not be issued until they
are fully paid for.

            (c) The Board may authorize the issuance of certificates for
fractions of a share which shall entitle the holder to exercise voting rights,
receive dividends and participate in liquidating distributions, in proportion to
the fractional holdings.

            2.  Lost or Destroyed Certificates.

            Upon notification by the holder of any certificate representing
shares of the Corporation or the loss of destruction of one or more certificates
representing the same, the Corporation may issue new certificates in place of
any certificates previously issued by it, and alleged to have been lost or
destroyed. Upon production of evidence of loss or destruction, in such form as
the Board in its sole discretion may require, the Board may require the owner of
the lost or destroyed certificates to provide the Corporation with a bond in
such sum as the board may direct, and with such surety as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificates. A new
certificate may be issued


                                       11
<PAGE>

without requiring any such evidence or bond when, in the judgment of the Board,
it is proper to do so.

            3.  Transfers of Shares.

            (a) Transfers of shares of the Corporation may be made on the share
records of the Corporation solely by the holder of such records, in person or by
a duly authorized attorney, upon surrender for cancellation of the certificates
representing such shares, with an assignment or power of transfer endorsed
thereon or delivered therewith, duly executed and with such proof of the
authenticity of the signature, and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.

            (b) The Corporation shall be entitled to treat the holder of record
of any shares as the absolute owner thereof for all purposes and shall not be
bound to recognize any legal, equitable or other claim to, or interest in, such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.

            (c) The Corporation shall be entitled to impose such restrictions on
the transfer of shares as may be necessary for the purpose of electing or
maintaining Subchapter S status under the Internal Revenue Code or for the
purpose of securing or maintaining any other tax advantage to the Corporation.

            4.  Record Date.

            In lieu of closing the share records of the Corporation, the Board
may fix, in advance, a date not less than ten (10) days nor more than sixty (60)
days, as the record date for the determination of stockholders entitled to
receive notice of, and to vote at, any meeting of stockholders, or to consent to
any proposal without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of determining stockholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day immediately preceding the day on which
notice is given, or, if the notice is waived, at the close of business on the
day immediately preceding the day on which the meeting is held; the record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the resolution of the directors relating thereto is
adopted. The record date for determining stockholders entitled to express
consent to corporate action in writing without


                                       12
<PAGE>

a meeting, when no prior action by the Board is necessary, shall be the day on
which the first written consent is expressed. When a determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date for
the adjourned meeting.

                             ARTICLE VI - DIVIDENDS

            Subject to this Certificate of Incorporation and to applicable law,
dividends may be declared and paid out of any funds available therefor, as
often, in such amount, and at such time or times as the Board may determine.
Before payment of any dividends, there may be set aside out of the net proceeds
of the Corporation available for dividends, such sum or sums as the Board, form
time to time, in its sole discretion, deems proper as a reserve fund 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 shall think
conductive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                            ARTICLE VII - FISCAL YEAR

            The fiscal year of the Corporation shall be fixed by the Board from
time to time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

            The corporate seal, if any, shall be in such form as shall be
approved from time to time by the Board.


                                     13