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                                                                 Exhibit 3.3

                                     EIGHTH

                              AMENDED AND RESTATED

                                    BYLAWS OF

                             HARVEYS CASINO RESORTS


                                    ARTICLE I
                                     OFFICES

     SECTION 1.01 REGISTERED OFFICE. The registered office of the corporation
shall be in the City of Stateline, County of Douglas, State of Nevada. The
corporation may, from time to time, in the manner provided by law, change the
registered office within the State of Nevada.

     SECTION 1.02 OTHER OFFICES. The corporation may also maintain an office or
offices at such other places within or without the State of Nevada as the Board
of Directors may form time to time determine or the business of the corporation
may require.

                                   ARTICLE II
                                  STOCKHOLDERS

     SECTION 2.01 ANNUAL MEETING. The annual meeting of stockholders shall be
held each year on a date and time designated by the Board of Directors. Any
previously scheduled annual meeting of the stockholders may be postponed by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such annual meeting of the stockholders.

     SECTION 2.02 SPECIAL MEETINGS.

          (a) Except as otherwise required by law and subject to the rights of
the holders of Preferred Stock, special meetings of stockholders may be called
only by the Board of Directors pursuant to a resolution approved by a majority
of the entire Board of Directors, the chairman of the board, chief executive
officer, or president. Each special meeting shall be held at such date, time and
place either within or without the State of Nevada as shall be designated by the
Board of Directors at least ten (10) days prior to such meeting.

          (b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 2.05 shall be
satisfied, in which case any business (except as noted in Section 2.12
immediately below) may be transacted and the meeting shall be valid for all
purposes.


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     SECTION 2.03 PLACE OF MEETINGS. Any meeting of the stockholders of the
corpora tion may be held at its registered office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by stockholders entitled to vote may
designate any place for the holding of such meeting.

     SECTION 2.04 NOTICE OF MEETINGS.

          (a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver written notice of any meeting at least ten (10) days, but not
more than sixty (60) days, before the date of such meeting. The notice shall
state the place, date and time of the meeting and the purpose or purposes for
which the meeting is called.

          (b) In the case of an annual meeting, subject to Section 2.12, any
proper business may be presented for action, except that action on any of the
following items shall be taken only if the general nature of the proposal is
stated in the notice:

               (1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;

               (2) Adoption of amendments to the Articles of Incorporation; or

               (3) Action with respect to a merger, share exchange, 
reorganization, partial or complete liquidation, or dissolution of the 
corporation.

          (c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.


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          (e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.

     SECTION 2.05 MEETING WITHOUT NOTICE.

          (a) Whenever all persons entitled to vote at any meeting consent,
either by:

               (1) A writing on the records of the meeting or filed with the
secretary; or

               (2) Presence at such meeting and oral consent entered on the
minutes; or

               (3) Taking part in the deliberations at such meeting without
objection;

The doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed.

          (b) At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.

          (c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

          (d) Such consent or approval may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.

     SECTION 2.06 DETERMINATION OF STOCKHOLDERS OF RECORD.

          (a) For the purpose of determining the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any distribution or the allotment of any rights,
or 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 directors
may fix, in advance, a record date, which shall not be more than sixty (60) days
nor less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action.


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          (b) If no record date is fixed, the record date for determining
stockhold ers: (i) entitled to notice of and 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, (ii) entitled to
express consent to corporate action in writing without a meeting shall be the
day on which the first written consent is expressed, and (iii) for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. 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; provided, however,
that the Board of Directors may fix a new record date for the ad journed
meeting.

     SECTION 2.07 QUORUM; ADJOURNED MEETINGS.

          (a) Unless the Articles of Incorporation provide for a different
propor tion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, at least a majority of the voting
power within each such class is necessary to constitute a quorum of each such
class.

          (b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required to constitute a quorum shall be represented. At any such
adjourned meeting at which a quorum shall be represented, any business may be
transacted which might have been transacted as originally called. When a
stockholders' meeting is adjourned to another time or place hereunder, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. The stockholders
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum of the voting power.

     SECTION 2.08 VOTING.

          (a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attor ney-in-fact, shall be entitled to one (1) vote
for each share of voting stock standing registered in such stockholder's name on
the record date. No stockholder of the corporation shall be entitled to
cumulative voting for the election of directors.

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          (b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (included
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do not stand
in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.

          (c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the chairman of the board of
directors, president or any vice-president of such corporation and (ii) in the
case of a partnership, limited liability company or other legal entity, by an
individual representing such stock holder upon presentation to the corporation
of satisfactory evidence of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder
is casting affirmative votes with respect to all shares held.

          (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more


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persons (including proxy holders) having the same fiduciary relationship in
respect to the same shares, votes may be cast in the following manner:

               (1) If only one person votes, the vote of such person binds all.

               (2) If more than one person casts votes, the act of the majority
so voting binds all.

               (3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately, as
split.

          (g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Bylaws, in which case the affirmative
vote of holders of a least a majority of the voting power of each such class
shall be required.

     SECTION 2.09 PROXIES. At any meeting of stockholders, any holder of shares
entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its creation. Every proxy shall continue in full force and effect until
its expiration or revocation in a manner permitted by the laws of the State of
Nevada.

     SECTION 2.10 ORDER OF BUSINESS. At the annual stockholder's meeting, the
regular order of business shall be as follows:

          1. Determination of stockholders present and existence of quorum, in
person or by proxy;

          2. Reading and approval of the minutes of the previous meeting or
meetings;

          3. Reports of the Board of Directors, and, if any, the president,
treasurer and secretary of the corporation;

          4. Reports of committees;

          5. Election of directors;


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          6. Unfinished business;

          7. New business;

          8. Adjournment.

     SECTION 2.11 ABSENTEES' CONSENT TO MEETINGS. Transactions of any meeting of
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 2.04(a) and (b) or
Section 2.12 (if applicable) of these Bylaws.

     SECTION 2.12 TELEPHONIC MEETING. Stockholders may participate in a meeting
of the stockholdes by means of a telephone conference or similar method of
communications by which all individuals participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 2.12 constitutes
presence in person at the meeting.

     SECTION 2.13 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by the holders of the voting power of the
corporation that would be required at a meeting to constitute the act of the
stockholders. Whenever action is taken by written consent, a meeting of
stockholders need not be called or notice given. The written consent may be
signed in counterparts and must be filed with the minutes of the proceedings of
the stockholders.

     SECTION 2.14 BUSINESS TO BE CONDUCTED AT MEETING. At an annual or special
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before a
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at


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the direction of the Board of Directors, (b) brought before the meeting by or at
the direction of the Board of Directors, (c) properly brought before an annual
meeting by a stockholder, or (d) if, and only if, the notice of a special
meeting provides for business to be brought before the meeting by stockholders,
properly brought before the meeting by a stockholder who is a stockholder of
record at the time of serving of the notice pursuant to Section 2.04, who shall
be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Section 2.12. For business to be properly brought before a
meeting by a stockholder pursuant to the preceding clauses (c) or (d), the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received by, the secretary at the principal executive office of the
corporation not less than thirty-five (35) days prior to the meeting; PROVIDED,
HOWEVER, that in the event less than forty-five (45) days notice or public
disclosure of the date of the meeting is given or made to the stockholders,
notice by the stockholder to be timely must be so received not later than the
fifth (5th) day following the day on which such notice of the date of the
meeting was mailed or such disclosure was made. In no event shall the public
disclosure of an adjournment of an annual or special meeting commence a new time
period for the giving of stockholder's notice as described above. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, and the name
and address of the beneficial owner, if any, on whose behalf the proposal is
made, (c) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, and (d) any material
interest of such stockholder of record and the beneficial owner, if any, on
whose behalf the proposal is made in such business. Notwithstanding anything in
the Bylaws to the contrary, no business shall be conducted at a meeting except
in accor dance with the procedures set forth in this Section 2.12. The presiding
officer at the meeting shall, if the facts warrant, determine and declare to the
meeting that business was not brought in accordance with this Section 2.12, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 2.12, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder with respect to the matters set forth herein. As used herein, "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones
News Association, the Associated Press, or comparable news service or in a
document publicly filed with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.


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                                   ARTICLE III
                                    DIRECTORS

     SECTION 3.01 NUMBER, ELECTION, TENURE, AND QUALIFICATIONS. Except as
otherwise fixed by resolution of the Board of Directors pursuant to the Articles
of Incorporation relating to the authorization of the Board of Directors to
provide by resolu tion for the issuance of Preferred Stock and to determine the
rights of the holders of such Preferred Stock to elect directors, the Board of
Directors shall consist of at least one (1) individual who shall be elected at
the annual meeting of the stockholders of the corporation and who shall hold
office for one (1) year or until his or her successor is elected and qualify. A
director need not be a stockholder of the corporation.

     SECTION 3.02 CHANGE IN NUMBER. Subject to any limitation in the laws of the
State of Nevada, the Articles of Incorporation or these Bylaws, the number of
directors may be changed from time to time by resolution adopted by the Board of
Directors.

     SECTION 3.03 REDUCTION IN NUMBER. No reduction in the number of directors
shall have the effect of removing any director prior to the expiration of his
term in office.

     SECTION 3.04 NOMINATION OF DIRECTORS. Except as otherwise fixed by
resolution of the Board of Directors pursuant to the Articles of Incorporation
relating to the authorization of the Board of Directors to provide by
resolution for the issuance of Preferred Stock and to determine the rights of
the holders of such Preferred Stock to elect directors, nominations for the
election of directors may be made by the Board of Directors, by a committee
appointed by the board of directors, or by any stockholder of record at the time
of giving of notice provided for herein. However, any stockholder entitled to
vote in the election of directors as provided herein may nominate one or more
persons for election as directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been delivered
to or mailed and received by the secretary of the corporation not later than,
(a) with respect to an election to be held at an annual meeting of stockholders,
120 calendar days in advance of the first anniversary of the date the
corporation's proxy statement was released to security holders in connection
with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event
that the date of the annual meeting is changed by more than thirty (30) days
from such anniversary date, notice by the stockholder to be timely must be
received not later than the close of business on the tenth (10th) day following
the earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made, and (b) with respect to an election to be held at a
special meeting of stockholders for the election of directors, 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 tenth (10th) day following the day on which public
disclosure is first made of the date of the special meeting and the nominees
proposed by the board of directors to be elected at such a meeting.
Notwithstanding any of the foregoing to the contrary, in the event that the

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number of directors to be elected by the Board of Directors of the corporation
is increased and there is no public disclosure by the corporation naming the
nominees for director or specifying the size of the increased Board of Directors
at least seventy (70) days prior to the first anniversary of the date of the
preceding year's annual meeting, a stockholder's notice required hereunder 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 office of the corporation not later than the close of
business on the tenth (10th) day following the earlier of day on which notice of
the meeting is mailed or such public disclosure is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual or special meeting commence a new time period for the giving of a
stockholder's notice as describe above. Each such notice shall set forth: (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) the class and number
of shares of the corporation which are beneficially owned by such stockholder
and also which are owned of record by such stockholder; (d) as to the beneficial
owner, if any, on whose behalf the nomination is made, (i) the name and address
of such person and (ii) the class and number of shares of the corporation which
are beneficially owned by such person; (e) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (f) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had such nominee been nominated, or intended
to be nominated, by the Board of Directors; and (g) the written consent of each
nominee to being named as nominee in the proxy statement and to serving as a
director of the corporation if so elected. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the secretary of the corporation, that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. The presiding officer of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure. As used herein, "public disclosure" shall have the meaning set forth
in Section 2.12. No person shall be eligible to serve as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 3.04. The presiding officer at the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 3.04, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions hereof, 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 herein.

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     SECTION 3.05 VACANCIES; NEWLY CREATED DIRECTORSHIPS. Except as otherwise
fixed by resolution of the Board of Directors pursuant to the Articles of
Incorporation relating to the authorization of the Board of Directors to provide
by resolution for the issuance of Preferred Stock and to determine the rights of
the holders of such Preferred Stock to elect directors, any vacancies on the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled only by a majority vote of the directors then in office, though
less than a quorum, or by a sole remaining director, and the director(s) so
chosen shall hold office (i) in the case of the replacement of a director,
during the remainder of the term of office of the replaced director and (ii) in
the case of an increase in the number of directors, until the next annual
meeting of stockholders at which directors are elected, unless sooner dis
placed.

     SECTION 3.06. REMOVAL OF DIRECTORS. Subject to any rights of the holders of
Preferred Stock, any director may be removed from office by the affirmative vote
of the holders of at least two-thirds (2/3rds) of the voting power of all shares
of the corporation entitled to vote generally in the election of directors
(voting as a single class).

     SECTION 3.07 ANNUAL AND REGULAR MEETINGS. Immediately following the
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
3.06 of this Article, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.

     SECTION 3.08 SPECIAL MEETINGS. Except as otherwise required by law, and
subject to the rights, if any, of the holders of Preferred Stock, special
meetings of the Board of Directors may be called by the chairman, or if there be
no chairman, by the president or secretary and shall be called by the chairman,
the president or the secretary upon the request of any two (2) directors. If the
chairman, or if there be no chairman both the president and secretary, refuses
or neglects to call such special meeting, a special meeting may be called by
notice signed by any two (2) directors.

     SECTION 3.09 PLACE OF MEETINGS. Any regular or special meeting of the
directors of the corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such
meeting, may designate. A waiver of notice signed by directors may designate any
place for the holding of such meeting.

     SECTION 3.10 NOTICE OF MEETINGS. Except as otherwise provided in Section
3.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of such meeting, a copy of a written notice of any meeting by
delivery of such notice

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personally by mailing such notice postage prepaid or by telegram. Such notice
shall be addressed in the manner provided for notice to stockholders in Section
2.04(c). If mailed, the notice shall be deemed delivered two (2) business days
following the date the same is deposited in the United States mail, postage
prepaid. Any director may waive notice of any meeting, and the attendance of a
director at a meeting and oral consent entered on the minutes of the meeting or
taking part in deliberations of the meeting without objection shall constitute a
waiver of notice of such meeting. Attendance for the express purpose of
objecting to the transaction of business thereat because the meeting is not
properly called or convened shall not constitute presence nor a waiver of notice
for purposes hereof.

     SECTION 3.11 QUORUM; ADJOURNED MEETINGS.

          (a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

     SECTION 3.12 BOARD OF DIRECTORS' DECISIONS. The affirmative vote of a
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.

     SECTION 3.13 TELEPHONIC MEETINGS. Members of the Board of Directors or of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or committee by means of a telephone conference or
similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
3.13 constitutes presence in person at the meeting.

     SECTION 3.14 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the Board of Directors or committee.

     SECTION 3.15 POWERS AND DUTIES.

          (a) Except as otherwise restricted in the laws of the State of Nevada
or the Articles of Incorporation, the Board of Directors has full control over
the affairs of the corporation. The Board of Directors may delegate any of its
authority to manage, control

                                       12

<PAGE>

or conduct the business of the corporation to any standing or special committee,
as more fully set forth in Article V of these Bylaws, or to any officer or agent
and to appoint any persons to be agents of the corporation with such powers,
including the power to subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at an annual meeting or, subject to Section 2.12, a special meeting
of the stockholders shall so present, a full and clear report of the condition
of the corporation.

          (c) The Board of Directors, in its discretion, or the officer of the
corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot and
may submit any contract or act for approval or ratification at any annual
meeting of the stockholders or any special meeting properly called for the
purpose of considering any such contract or act, provided a quorum is present.

     SECTION 3.16. COMPENSATION. The directors shall be paid their expenses of
attendance at each meeting of the board of directors and any applicable
committee and may be paid a fixed fee for attendance at each meeting of the
board of directors and any applicable committee or a stated salary as director
and member of an applicable committee. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

     SECTION 3.17 BOARD OF DIRECTORS' OFFICERS.

          (a) At its annual meeting, the Board of Directors shall elect, from
among its members, a chairman, who shall preside at meetings of the Board of
Directors and the stockholders. The Board of Directors may also elect such other
officers of the Board of Directors and for such term as it may, from time to
time, determine advisable.

          (b) Any vacancy in any office of the Board of Directors because of
death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.

     SECTION 3.18 ORDER OF BUSINESS. The order of business at any meeting of the
Board of Directors shall be as follows:

          1. Determination of members present and existence of quorum;

          2. Reading and approval of the minutes of any previous meeting or
             meetings;

          3. Reports of officers and committeemen;


                                       13

<PAGE>


          4. Election of officers (annual meeting);

          5. Unfinished business;

          6. New business;

          7. Adjournment.

                                   ARTICLE IV
                                   COMMITTEES

     SECTION 4.01 STANDING COMMITTEES. The Board of Directors shall designate an
audit committee and a compensation committee, each committee to consist of two
or more directors to serve at the pleasure of the Board. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disquali fied 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 he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required

          (a) AUDIT COMMITTEE. The audit committee will review the annual audits
of the corporation's independent public accountants, review and evaluate
internal account ing controls, recommend the selection of the corporation's
independent public accountants, review and pass upon (or ratify) related party
transactions, and conduct such reviews and examinations as it deems necessary
with respect to the practices and policies of, and the relationship between, the
corporation and its independent public accountants.

          (b) COMPENSATION COMMITTEE. The Compensation Committee will review
salaries, bonuses and stock options of senior officers of the corporation and
administer the corporation's executive compensation policies and stock option
plan.

     SECTION 4.02 SPECIAL COMMITTEES. In addition to the standing committees
provided in Section 4.01 above, the Board of Directors may, by resolution passed
by a majority of the whole board, designate one or more special committees, each
committee to consist of one or more of the directors of the corporation. 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 he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of


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<PAGE>

Directors. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required. Subject to applicable law and to the
extent provided in the resolution of the Board of Directors, any committee
designated hereunder shall have and may exercise all the powers of the Board of
Directors, except with respect to: (i) the approval of any action which, under
Chapter 78 of the Nevada Revised Statutes, also requires the approval of the
full Board of Directors, or the stockholders of the outstanding shares; (ii) the
filling of vacancies on the Board of Directors or in any committee; (iii) the
amendment or repeal of bylaws or the adoption of new bylaws; (iv) the amendment
or repeal of any resolution of the Board of Directors which by its express terms
is not so amendable or repealable; (v) a distribution to the stockholders of the
corporation, except at a rate or in a periodic amount or within a price range
determined by the Board of Direc tors; or (vi) the appointment of any other
committees of the Board of Directors or the members thereof.

     SECTION 4.03 MEETINGS AND ACTIONS OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with Sections
3.07 (annual and regular meetings), 3.08 (special meetings), 3.09 (place of
meetings). 3.10 (notice of meetings), 3.11 (quorum and adjourned meetings), 3.13
(telephonic meetings), and 3.13 (action without a meeting) of these Bylaws, with
such changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board of Directors, and notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.01 ELECTION. The Board of Directors, at its annual meeting, shall
elect a president, a secretary and a treasurer to hold office for a term of one
(1) year or until their successors are chosen and qualify. Any individual may
hold two or more offices. The Board of Directors may, from time to time, by
resolution, elect one or more vice-presidents, assistant secretaries, assistant
treasurers or other officers, and appoint agents of the corporation, prescribe
their duties and fix their compensation.

     SECTION 5.02 REMOVAL; RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.

     SECTION 5.03 VACANCIES. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.


                                       15

<PAGE>

     SECTION 5.04 CHAIRMAN OF THE BOARD. The chairman shall be the chief
executive officer of the corporation and shall, subject to the control of the
Board of Directors, have general supervision, direction and control of the
business and affairs of the corporation and shall preside at meetings of the
stockholders and the Board of Directors.

     SECTION 5.05 PRESIDENT.

          (a) The president shall be the chief operations officer, and if no
chairman is elected, the chief executive officer, of the corporation, subject to
the supervision and control of the Board of Directors, and shall direct the
corporate affairs, with full power to execute all resolutions and orders of the
Board of Directors not expressly delegated to some other officer or agent of the
corporation. If the chairman of the Board of Directors elects not to preside or
is absent, the president shall preside at meetings of the stockholders and Board
of Directors and perform such other duties as shall be prescribed by the Board
of Directors.

          (b) The president shall have full power and authority on behalf of the
corporation to attend and to act and to vote, or designate such other officer or
agent of the corporation to attend and to act and to vote, at any meetings of
the stockholders of any corporation in which the corporation may hold stock and,
at any such meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of Directors, by
resolution from time to time, may confer like powers on any person or persons in
place of the president to exercise such powers for these purposes.

     SECTION 5.06 VICE-PRESIDENTS. The Board of Directors may elect one or more
vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act and
such other duties as shall be prescribed by the Board of Directors or the
president.

     SECTION 5.07 SECRETARY. The secretary shall keep, or cause to be kept, the
minutes of proceedings of the stockholders and the Board of Directors in books
provided for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the president in the name of
the corporation all contracts in which the corporation is authorized to enter,
shall have the custody or designate control of the corporate seal, shall affix
the corporate seal to all certificates of stock duly issued by the corporation,
shall have charge or designate control of stock certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.

     SECTION 5.08 ASSISTANT SECRETARIES. The Board of Directors may appoint one
or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.

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<PAGE>

     SECTION 5.09 TREASURER. The treasurer shall be the chief financial officer
of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer may sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter, or cause to be entered, regularly in the financial
records of the corporation, to be kept for that purpose, full and accurate
accounts of all monies received and paid on account of the corporation and,
whenever required by the Board of Directors, the treasurer shall render a
statement of any or all accounts. The treasurer shall at all reasonable times
exhibit the books of account to any director of the corporation and shall
perform all acts incident to the position of treasurer subject to the control of
the Board of Directors.

     The treasurer shall, if required by the Board of Directors, give bond to
the corporation in such sum and with such security as shall be approved by the
Board of Directors for the faithful performance of all the duties of treasurer
and for restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property in the treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

     SECTION 5.10 ASSISTANT TREASURERS. The Board of Directors may appoint one
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

                                   ARTICLE VI
                                  CAPITAL STOCK

     SECTION 6.01 ISSUANCE. Shares of the corporation's authorized stock shall,
subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
corporation may be a party, be issued in


                                       17

<PAGE>

such manner, at such times, upon such conditions and for such consideration as
shall be prescribed by the Board of Directors.

     SECTION 6.02 CERTIFICATES. Ownership in the corporation shall be evidenced
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
manually signed by the president or a vice-president and also by the secretary
or an assistant secretary; provided, however, whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of said officers may be
printed or lithographed upon the certificate in lieu of the actual signatures.
If the Corporation uses facsimile signatures of its officers on its stock
certificates, it shall not act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns any stock certificates in both capacities. Each
certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement or
summary of any applicable rights, preferences, privileges or restrictions
thereon, and a statement, if applicable, that the shares are assessable. All
certificates shall be consecutively numbered. If provided by the stockholder,
the name, address and federal tax identification number of the stockholder, the
number of shares, and the date of issue shall be entered in the stock transfer
records of the corporation.

     SECTION 6.03 SURRENDERED; LOST OR DESTROYED CERTIFICATES. All certificates
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require which shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.

     SECTION 6.04 REPLACEMENT CERTIFICATE. When the Articles of Incorporation
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors.
The order may provide that a holder of


                                       18

<PAGE>

any certificate(s) ordered to be surrendered shall not be entitled to vote,
receive distributions or exercise any other rights of stockholders of record
until the holder has complied with the order, but the order operates to suspend
such rights only after notice and until compliance.

     SECTION 6.05 TRANSFER OF SHARES. Upon surrender to the corporation, or the
transfer agent of the corporation, of a certificate or shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and the record the
transaction upon its books.

     SECTION 6.06 TRANSFER AGENT; REGISTRARS. The Board of Directors may appoint
one or more transfer agents, transfer clerk and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.

     SECTION 6.07 STOCK TRANSFER RECORDS. The stock transfer records shall be
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article VII hereof and during such periods as, from time to time, may be fixed
by the Board of Directors, and, during such periods, no stock shall be
transferable for purposes of Article VII and no voting rights shall be deemed
transferred during such periods. Subject to the forgoing limitations, nothing
contained herein shall cause transfers during such periods to be void or
voidable.

     SECTION 6.08 MISCELLANEOUS. The Board of Directors shall have the power and
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.

                                   ARTICLE VII
                                  DISTRIBUTIONS

     SECTION 7.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 2.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.


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<PAGE>

                                  ARTICLE VIII
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     SECTION 8.01 RECORDS. All original records of the corporation, shall be
kept by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.

     SECTION 8.02 DIRECTORS' AND OFFICERS' RIGHT OF INSPECTION. Every director
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.

     SECTION 8.03 CORPORATE SEAL. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

     SECTION 8.04 FISCAL YEAR-END. The fiscal year-end of the corporation shall
be such date as may be fixed from time to time by resolution of the Board of
Directors.

     SECTION 8.05 RESERVES. The Board of Directors may create, by resolution,
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the
directors may modify or abolish any such reserves in the manner in which they
were created.

                                   ARTICLE IX
                                 INDEMNIFICATION

     SECTION 9.01 INDEMNIFICATION AND INSURANCE.

          (a) INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               (i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened,

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<PAGE>

pending, or completed action, or suit (including without limitation an action,
suit or proceeding by or in the right of the corporation), whether civil,
criminal, administrative, or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.

          (b)  INDEMNIFICATION OF EMPLOYEES AND OTHER PERSONS.

               The corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and other persons as
though they were Indemnitees. 

          (c)  NON-EXCLUSIVITY OF RIGHTS.

               The rights to indemnification provided in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise.

          (d)  INSURANCE.

               The corporation may purchase and maintain insurance or make other
financial arrangements 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 for any
liability asserted against him or her and liability and expenses incurred by him
or her in his or her capacity as a director, officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses.

          (e)  OTHER FINANCIAL ARRANGEMENTS.

               The other financial arrangements which may be made by the
corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its
obligation of indemnification by granting a security interest or other lien on
any assets of the corporation; (iv) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to

                                       21

<PAGE>

this subsection may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.

          (f)  OTHER MATTERS RELATING TO INSURANCE OR FINANCIAL ARRANGEMENTS.

               Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the corporation. In the absence
of fraud:

               (i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

                    (A) is not void or voidable; and

                    (B) does not subject any director approving it to personal
                        liability for his action,

even if a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.

     SECTION 9.02 AMENDMENT. The provisions of this Article IX relating to
indemni fication shall constitute a contract between the corporation and each of
its directors and officers which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Bylaws relating to their amendment
generally (including, without limitation, Article X below), any repeal or
amendment of this Article IX which is adverse to any director or officer shall
apply to such director or officer only on a prospective basis, and shall not
limit the rights of an Indemnitee to indemnification with respect to any action
or failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or amendment of
these Bylaws shall affect any or all of this Article IX so as to limit or reduce
the indemnification in any manner unless adopted by (a) the unanimous vote of
the directors of the corporation then serving, or (b) by the stockholders as set
forth in Article X hereof; provided that no such amendment shall have a
retroactive effect inconsistent with the preceding sentence.

                                    ARTICLE X
                               AMENDMENT OR REPEAL


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<PAGE>

     SECTION 10.01. AMENDMENT OF BYLAWS. These Bylaws or any provision hereof
may be amended, altered, or repealed (a) by the Board of Directors at an annual
meeting thereof without prior notice or at any special meeting thereof if notice
of such proposed amendment, alteration or repeal is contained in the notice of
such special meeting or (b) by the affirmative vote of at least sixty-six and
two thirds percent (66-2/3%) of the voting power of all the then outstanding
shares of capital stock entitled to vote at any meeting of the stockholders at
which a quorum is present, if notice of such proposed amendment, alteration or
repeal is contained in the notice of such meeting. The stockholders may provide
by resolution that any Bylaw provision altered, amended, repealed or adopted by
the stockholders may not be altered, amended, reinstated or repealed by the
Board of Directors.

     SECTION 10.02. ADDITIONAL BYLAWS. Additional bylaws not inconsistent
herewith may be adopted by the Board of Directors. Any bylaws so adopted shall
be subject to alteration, amendment or repeal by the stockholders in accordance
with Section 10.01 of these Bylaws.

                                   ARTICLE XI
                              CHANGES IN NEVADA LAW

     SECTION 11.01 CHANGES IN NEVADA LAW. References in these Bylaws to Nevada
law or to any provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide in Article IX hereof, the rights to
limited liability, to indemnification and to the advancement of expenses
provided in the corporation's Articles of Incorporation and/or these Bylaws
shall continue as theretofore to the extent permitted by law; and (b) if such
change permits the corporation, without the requirement of any further action by
stock holders or directors, to limit further the liability of directors or
officers or to provide broader indemnification rights or rights to the
advancement of expenses than the corporation was permitted to provide prior to
such change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened to the
extent permitted by law.

                                  CERTIFICATION

     The undersigned duly elected secretary of the corporation does hereby
certify that the foregoing Bylaws were adopted by the Board of Directors on the
2nd day of February, 1999.



                                                  /s/ John J. McLaughlin
                                                  -----------------------------
                                                  John J. McLaughlin, Secretary



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