BY-LAWS

                                       OF

                                RA FACTORS, INC.



                               ARTICLE I - OFFICES



          1.      The principal office of the Corporation in the State of

Delaware shall be in the City of Wilmington, County of New Castle, and the name

of the resident agent in charge thereof is Griffin Corporate Services, Inc.



          2.      The Corporation may also have offices at such other places

within or without the State of Delaware as the Board of Directors may from time

to time determine or as the business of the Corporation may require.



                                ARTICLE II - SEAL



          1.      The corporate seal shall have inscribed thereon the name of

the Corporation, the year of its organization and the words "Corporate Seal,

Delaware." Said seal may be used by causing it or a facsimile thereof to be

impressed or affixed or reproduced or otherwise.



                      ARTICLE III - STOCKHOLDERS' MEETINGS



          1.      The annual meeting of stockholders shall be held at such place

within or without the State of Delaware as may from time to time be fixed by the

Board of Directors. Special meetings of stockholders may be held at such place

and time as shall be stated in the notice of meeting.



          2.      The annual meeting of stockholders shall be held on the first

Wednesday in April in each and every year, if not a legal holiday, and if a

legal holiday then on the next secular day following, at 2:15 o'clock P.M.; or

on such other date or at such



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other time as shall be fixed from time to time by resolution of the Board of

Directors and set forth in the notice of such meeting. At such meeting, the

stockholders shall elect by a plurality vote a Board of Directors and transact

such other business as may properly be brought before the meeting.



          3.      The holders of a majority of the stock issued and outstanding,

and entitled to vote thereat, present in person, or represented by proxy, shall

be requisite and shall constitute a quorum at all meetings of the stockholders

for the transaction of business except as otherwise provided by statute, by the

Certificate of Incorporation or by these By-Laws. The shareholders present, in

person or by proxy, at a duly organized meeting can continue to do business

until adjournment, notwithstanding the withdrawal of enough shareholders to

leave less than a quorum. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, the stockholders entitled to

vote thereat, present in person, or by proxy, shall have power to adjourn the

meeting from time to time, without notice other than announcement at the

meeting, until a quorum shall be present. At such adjourned meeting at which a

quorum shall be present, any business may be transacted which might have been

transacted at the meeting as originally noticed.



          4.      Except as may otherwise be provided by the Certificate of

Incorporation, by statute, or by these By-Laws, every shareholder shall have the

right, at every shareholders' meeting, to one vote for each share of Capital

Stock standing in his name on the books of the Corporation. At each meeting of

the shareholders, every shareholder entitled to vote thereat shall be entitled

to vote in person or by proxy. Every proxy shall be executed in writing by the

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