BYLAWS



                                       OF



                        PAYLESS PURCHASING SERVICES, INC.



                             (a Kansas corporation)



                                    ARTICLE I



                                  STOCKHOLDERS



                  1.       CERTIFICATES REPRESENTING STOCK. 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 Chairperson or Vice-Chairperson of the Board

of Directors, if any, or by the President or a Vice-President and by the

Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary

of the corporation, certifying the number of shares owned by the stockholder in

the corporation. Any or all the signatures on the certificate may be a

facsimile. In the event any officer, transfer agent, or registrar who has signed

or whose facsimile signature has been placed upon a certificate has 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 the person were such

officer, transfer agent, or registrar at the date of issue.



                  Whenever the corporation shall be authorized to issue more

than one class of stock or more than one series of any class of stock, and

whenever the corporation shall issue any shares of its stock as partly paid

stock, the certificates representing shares of any such class or series or of

any such partly paid stock shall set forth thereon the statements prescribed by

the Kansas General Corporation Code. Any restrictions on the transfer or

registration of transfer of any shares of stock of any class or series shall be

noted conspicuously on the certificate representing such shares.



                  The corporation may issue a new certificate of stock in place

of any certificate theretofore issued by it, alleged to have been lost, stolen,

or destroyed, and the corporation may require the owner of any lost, stolen, or

destroyed certificate, or his legal representative, to give the corporation a

bond sufficient to indemnify the corporation 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 any such new certificate.







                  2.       FRACTIONAL SHARE INTERESTS. The corporation may, but

shall not be required to, issue fractions of a share. If the corporation does

not issue fractions of a share, it shall (1) arrange for the disposition of

fractional interests by those entitled thereto, (2) pay in cash the fair value

of fractions of a share as of the time when those entitled to receive such

fractions are determined, or (3) issue scrip or warrants in registered or bearer

form which shall entitle the holder to receive a certificate for a full share

upon the surrender of such scrip or warrants aggregating a full share. A

certificate for a fractional share shall entitle the holder to exercise voting

rights, to receive dividends thereon and to participate in any of the assets of

the corporation in the event of liquidation, but scrip or warrants shall not so

entitle the holder thereof, unless otherwise provided therein. The Board of

Directors may cause scrip or warrants to be issued subject to the conditions

that they shall become void if not exchanged for certificates representing full

shares before a specified date, or subject to the conditions that the shares for

which scrip or warrants are exchangeable may be sold by the corporation and the

proceeds thereof distributed to the holders of scrip or warrants, or subject to

any other conditions which the Board of Directors may impose.



                  3.       STOCK TRANSFERS. Upon compliance with provisions

restricting the transfer or registration of transfer of shares of stock, if any,

transfers or registration of transfers of shares of stock of the corporation

shall be made only on the stock ledger of the corporation by the registered

holder thereof, or by his attorney thereunto authorized by power of attorney

duly executed and filed with the Secretary of the corporation or with a transfer

agent or a registrar, if any, and on surrender of the certificate or

certificates for such shares of stock properly endorsed and the payment of all

taxes due thereon.



                  4.       RECORD DATE FOR STOCKHOLDERS. 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 days 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 any meeting of stockholders shall apply to any adjournment of the meeting

except that the Board of Directors may fix a new record date for the adjourned

meeting.



                  5.       In order that the corporation may determine the

stockholders entitled to consent to corporate action in writing without a

meeting, 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 date shall not be



                                      -2-







more than ten days after the date upon which the resolution fixing the record

date is adopted by the Board of Directors. If no record date has been fixed by

the Board of Directors, the record date for determining stockholders entitled to

consent to corporate action in writing without a meeting, when no prior action

by the Board of Directors is required by this act, shall be the first date on

which a signed written consent setting forth the action taken or proposed to be

taken is delivered to the corporation by delivery to its registered office in

this state, its principal place of business, or an officer or agent of the

corporation having, custody of the book in which proceedings of meetings of

stockholders are recorded. Delivery made to a corporation's registered office

shall be by hand or by certified or registered mail, return receipt requested.

If no record date has been fixed by the Board of Directors and prior action by

the Board of Directors is required by this act, the record date for determining

stockholders entitled to consent to corporate action in writing without a

meeting shall be at the close of business on the day on which the Board of

Directors adopts the resolution taking such prior action.



                  6.       In order that the corporation may determine the 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

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