AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                             AUTOCORP EQUITIES, INC.

                             (a Nevada corporation)

                                TABLE OF CONTENTS

                              AMENDED AND RESTATED
                                    BYLAWS OF
                             AUTOCORP EQUITIES, INC.
                             (a Nevada corporation)






<PAGE>






SECTION                             SUBJECT MATTER                          PAGE

         ARTICLE 1         NAME AND OFFICES....................................1
                           ----------------
1.1      Name..................................................................1
         ----
1.2      Registered Office and Agent...........................................1
         ---------------------------
         (a)      Registered Office............................................1
                  -----------------
         (b)      Registered Agent.............................................1
                  ----------------
         (c)      Change of Registered Office or Agent.........................1
                  ------------------------------------
1.3      Other Offices.........................................................1
         -------------
         ARTICLE 2         STOCKHOLDERS........................................2
                           ------------
2.1      Place of Meetings.....................................................2
         -----------------
2.2      Annual Meetings.......................................................2
         ---------------
2.3      Special Meetings......................................................2
         ----------------
2.4      Notice................................................................2
         ------
2.5      Voting List...........................................................3
         -----------
2.6      Quorum................................................................4
         ------
2.7      Requisite Vote........................................................4
         --------------
2.8      Withdrawal of Quorum..................................................4
         --------------------
2.9      Voting at Meeting.....................................................4
         -----------------
         (a)      Voting Power.................................................4
                  ------------
         (b)      Exercise of Voting Power; Proxies............................5
                  ---------------------------------
         (c)      Election of Directors........................................5
                  ---------------------
2.10     Record Date...........................................................5
         -----------
2.11     Action Without Meetings...............................................6
         -----------------------
2.12     Record Date for Action Without Meetings...............................6
         ---------------------------------------
2.13     Preemptive Rights.....................................................7
         -----------------
         ARTICLE 3         DIRECTORS...........................................8
                           ---------
3.1      Management Powers.....................................................8
         -----------------
3.2      Number and Qualification..............................................8
         ------------------------
3.3      Election and Term.....................................................8
         -----------------
3.4      Voting on Directors...................................................9
         -------------------
3.5      Vacancies and New Directorships.......................................9
         -------------------------------
3.6      Removal..............................................................10
         -------
3.7      Meetings.............................................................10
         --------
         (a)      Place.......................................................10
                  -----
         (b)      Annual Meeting..............................................10
                  --------------
         (c)      Regular Meetings............................................10
                  ----------------
         (d)      Special Meetings............................................10
                  ----------------
         (e)      Notice and Waiver of Notice.................................10
                  ---------------------------
         (f)      Quorum......................................................11
                  ------
         (g)      Requisite Vote..............................................11
                  --------------
3.8      Action Without Meetings..............................................11
         -----------------------
3.9      Committees...........................................................11
         ----------


                                       (i)
<PAGE>

         (a)      Designation and Appointment.................................11
                  ---------------------------
         (b)      Members; Alternate Members; Terms...........................11
                  ---------------------------------
         (c)      Authority...................................................12
                  ---------
         (d)      Records.....................................................12
                  -------
         (e)      Change in Number............................................12
                  ----------------
         (f)      Vacancies...................................................12
                  ---------
         (g)      Removal.....................................................12
                  -------
         (h)      Meetings....................................................12
                  --------
         (i)      Quorum; Requisite Vote......................................12
                  ----------------------
         (j)      Compensation................................................12
                  ------------
         (k)      Action Without Meetings.....................................13
                  -----------------------
         (l)      Responsibility..............................................13
                  --------------
3.10     Compensation.........................................................13
         ------------
3.11     Maintenance of Records...............................................13
         ----------------------
3.12     Interested Directors and Officers....................................13
         ---------------------------------
         ARTICLE 4         NOTICES............................................15
                           -------
4.1      Method of Notice.....................................................15
         ----------------
4.2      Waiver...............................................................15
         ------
         ARTICLE 5         OFFICERS AND AGENTS................................16
                           -------------------
5.1      Designation..........................................................16
         -----------
5.2      Election of Officers.................................................16
         --------------------
5.3      Qualifications.......................................................16
         --------------
5.4      Term of Office.......................................................16
         --------------
5.5      Authority............................................................17
         ---------
5.6      Removal..............................................................17
         -------
5.7      Vacancies............................................................17
         ---------
5.8      Compensation.........................................................17
         ------------
5.9      Chairman of the Board................................................17
         ---------------------
5.10     Vice Chairman........................................................17
         -------------
5.11     Chief Executive Officer..............................................18
         -----------------------
5.12     Chief Operating Officer..............................................18
         -----------------------
5.13     President............................................................19
         ---------
5.14     Vice Presidents......................................................19
         ---------------
5.15     Secretary............................................................19
         ---------
5.16     Assistant Secretaries................................................20
         ---------------------
5.17     Treasurer............................................................20
         ---------
5.18     Assistant Treasurers.................................................21
         --------------------
         ARTICLE 6         INDEMNIFICATION....................................21
                           ---------------
6.1      Mandatory Indemnification............................................21
         -------------------------
6.2      Determination of Indemnification.....................................23
         --------------------------------
6.3      Advance of Expenses..................................................23
         -------------------
6.4      Permissive Indemnification...........................................24
         --------------------------
6.5      Nature of Indemnification............................................25
         -------------------------


                                      (ii)
<PAGE>

6.6      Insurance............................................................25
         ---------
6.7      Notice...............................................................26
         ------
         ARTICLE 7         STOCK CERTIFICATES AND TRANSFER REGULATIONS........27
                           -------------------------------------------
7.1      Description of Certificates..........................................27
         ---------------------------
7.2      Entitlement to Certificates..........................................27
         ---------------------------
7.3      Signatures...........................................................28
         ----------
7.4      Issuance of Certificates.............................................28
         ------------------------
7.5      Payment for Shares...................................................28
         ------------------
         (a)      Consideration...............................................28
                  -------------
         (b)      Valuation...................................................28
                  ---------
         (c)      Effect......................................................29
                  ------
         (d)      Escrow of Shares............................................29
                  ----------------
         (e)      Allocation of Consideration.................................29
                  ---------------------------
7.6      Subscriptions........................................................29
         -------------
7.7      Record Date..........................................................29
         -----------
7.8      Registered Owners....................................................30
         -----------------
7.9      Lost, Stolen or Destroyed Certificates...............................30
         --------------------------------------
         (a)      Proof of Loss...............................................31
                  -------------
         (b)      Timely Request..............................................31
                  --------------
         (c)      Bond........................................................31
                  ----
         (d)      Other Requirements..........................................31
                  ------------------
7.10     Registration of Transfers............................................31
         -------------------------
         (a)      Endorsement.................................................31
                  -----------
         (b)      Guaranty and Effectiveness of Signature.....................31
                  ---------------------------------------
         (c)      Adverse Claims..............................................32
                  --------------
         (d)      Collection of Taxes.........................................32
                  -------------------
         (e)      Additional Requirements Satisfied...........................32
                  ---------------------------------
7.11     Restrictions on Transfer and Legend's on Certificates................32
         -----------------------------------------------------
         (a)      Shares in Classes or Series.................................32
                  ---------------------------
         (b)      Restriction on Transfer.....................................32
                  -----------------------
         (c)      Unregistered Securities.....................................33
                  -----------------------
         ARTICLE 8         GENERAL PROVISIONS.................................33
                           ------------------
8.1      Dividends............................................................33
         ---------
         (a)      Declaration and Payment.....................................33
                  -----------------------
         (b)      Record Date.................................................34
                  -----------
8.2      Reserves.............................................................34
         --------
8.3      Books and Records....................................................34
         -----------------
8.4      Annual Statement.....................................................34
         ----------------
8.5      Contracts and Negotiable Instruments.................................35
         ------------------------------------
8.6      Fiscal Year..........................................................35
         -----------
8.7      Corporate Seal.......................................................35
         --------------
8.8      Resignations.........................................................35
         ------------
8.9      Amendment of Bylaws..................................................36
         -------------------


                                      (iii)
<PAGE>

8.10     Construction.........................................................36
         ------------
8.11     Telephone Meetings...................................................36
         ------------------
8.12     Table of Contents; Captions..........................................37
         ---------------------------
8.13     Amended and Restated Bylaws..........................................37
         ---------------------------


                                      (iv)

<PAGE>




                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                             AUTOCORP EQUITIES, INC.
                             (a Nevada Corporation)

                                    ARTICLE 1
                                NAME AND OFFICES
                                ----------------

     1.1 Name.

The name of the Corporation is AutoCorp Equities,  Inc., hereinafter referred to
as the "Corporation."

     1.2 Registered Office and Agent.

The  Corporation  shall  establish,   designate  and  continuously   maintain  a
registered  office  and agent in the State of Nevada,  subject to the  following
provisions:

          (a) Registered  Office(a)  Registered  Office.  The Corporation  shall
     establish  and  continuously  maintain in the State of Nevada a  registered
     office which may be, but need not be, the same as its place of business.

          (b)  Registered  Agent(b)  Registered  Agent.  The  Corporation  shall
     designate  and  continuously  maintain in the State of Nevada a  registered
     agent,  which  agent may be either an  individual  resident of the State of
     Nevada whose business office is identical with such registered office, or a
     domestic  corporation  or a  foreign  corporation  authorized  to  transact
     business in the State of Nevada,  having a business  office  identical with
     such registered office.

          (c)  Change of  Registered  Office or  Agent(c)  Change of  Registered
     Office or Agent. The Corporation may change its registered office or change
     its  registered  agent,  or both,  upon the  filing  in the  Office  of the
     Secretary  of State of  Nevada  of a  statement  setting  forth  the  facts
     required by law, and executed for the Corporation by its President,  a Vice
     President or other duly authorized officer.

          1.3 Other Offices.

The  Corporation  may also have offices at such other places  within and without
the State of Nevada as the Board of Directors may, from time to time,  determine
the business of the Corporation may require.



                                       1
<PAGE>

                                    ARTICLE 2
                                  STOCKHOLDERS

          2.1 Place of Meetings.

Each  meeting  of the  stockholders  of the  Corporation  is to be  held  at the
principal  offices of the  Corporation or at such other place,  either within or
without the State of Nevada, as may be specified in the notice of the meeting or
in a duly executed waiver of notice thereof.

          2.2 Annual Meetings.

The annual meeting of the stockholders for the election of Directors and for the
transaction of such other business as may properly come before the meeting shall
be held within one hundred  twenty (120) days after the close of the fiscal year
of the  Corporation  on a day during  such period to be selected by the Board of
Directors; provided, however, that the failure to hold the annual meeting within
the  designated  period  of time or on the  designated  date  shall  not  work a
forfeiture or dissolution of the Corporation.

          2.3 Special Meetings.

Special meetings of the stockholders, for any purpose or purposes, may be called
by the Board of  Directors,  the  Chairman  of the  Board,  the Chief  Executive
Officer  or the  President.  The  notice of a special  meeting  shall  state the
purpose or purposes of the proposed meeting and the business to be transacted at
any such special meeting of  stockholders,  and shall be limited to the purposes
stated in the notice therefore.

          2.4 Notice.

Written or printed notice of the meeting stating the place,  day and hour of the
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called,  shall be delivered  not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the  direction of the Board of Directors,  the Chairman of the Board,  the


                                       2
<PAGE>

Chief Executive Officer, the President, or the Secretary, to each stockholder of
record  entitled to vote at such meeting as determined  in  accordance  with the
provisions of Section 2.10 hereof. If mailed,  such notice shall be deemed to be
delivered  when  deposited  in the United  States  Mail,  with  postage  thereon
prepaid,  addressed  to the  stockholder  entitled  thereto at his address as it
appears on the stock transfer books of the  Corporation.  If two (2) consecutive
annual meeting notices,  notices of written consent without a meeting or payment
of  dividends  or  interest  payments  mailed to the last  known  address of any
shareholder are  undeliverable,  no further notices to such shareholder shall be
necessary  until  another  address  for such  shareholder  is made  known to the
Corporation.

          2.5 Voting List.

The officer or agent having  charge and custody of the stock  transfer  books of
the  Corporation,  shall prepare,  at least ten (10) days before each meeting of
stockholders,  a  complete  list of the  stockholders  entitled  to vote at such
meeting,  arranged  in  alphabetical  order  and  showing  the  address  of each
stockholder and the number of shares having voting privileges  registered in the
name of each  stockholder.  Such list  shall be open to the  examination  of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours for a period of not less than ten (10) days prior to such  meeting  either
at the principal  office of the  Corporation or at a place within the city where
the meeting is to be held,  which place shall be  specified in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
Such  list  shall  also be  produced  and kept open at the time and place of the
meeting and shall be subject to the  inspection  of any  stockholder  during the
entire time of the meeting.  The original  stock ledger or transfer  book,  or a
duplicate  thereof,  shall  be  prima  facie  evidence  as to  identity  of  the
stockholders  entitled to examine such list or stock ledger or transfer book and
to vote at any such meeting of the stockholders.  The failure to comply with the
requirements  of this Section  shall not affect the validity of any action taken
at said meeting.


                                       3
<PAGE>



          2.6 Quorum.

The holders of a majority of the voting power of the corporation, represented in
person or 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 or by the Articles of Incorporation or by these Bylaws.

          2.7 Requisite Vote.

If a quorum is present at any meeting,  action by the  stockholders  on a matter
other than the  election of Directors is approved if the number of votes cast in
favor of the  action  exceeds  the  number of votes  cast in  opposition  to the
action,  unless the question is one upon which, by express provision of statute,
the  Articles  of  Incorporation  or these  Bylaws,  a  different  vote shall be
required,  in which case such  express  provision  shall  govern and control the
determination of such question.


          2.8 Withdrawal of Quorum.

If a  quorum  is  present  at the  time  of  commencement  of any  meeting,  the
stockholders  present at such duly convened meeting may continue to transact any
business which may properly come before said meeting until adjournment  thereof,
notwithstanding  the withdrawal  from such meeting of sufficient  holders of the
shares of capital  stock  entitled  to vote  thereat to leave less than a quorum
remaining.

          2.9 conducted and exercised  subject to the following  procedures  and
     regulations:

          (a) Voting Power. In the exercise of voting power with respect to each
     matter properly  submitted to a vote at any meeting of  stockholders,  each
     stockholder  of the capital  stock of the  Corporation  having voting power
     shall be  entitled  to one (1) vote for each such share held in his name on
     the books of the Corporation,  except to the extent otherwise  specified by
     the Articles of Incorporation or Certificate of Designations  pertaining to
     a series of preferred stock.


                                       4
<PAGE>


          (b) Exercise of Voting  Power;  Proxies Each  stockholder  entitled to
     vote at a meeting or to express  consent or dissent to corporate  action in
     writing  without a meeting may vote either in person or  authorize  another
     person or persons to act for him by proxy duly  appointed by  instrument in
     writing   subscribed  by  such   stockholder  or  by  his  duly  authorized
     attorney-in-fact;  provided, however, no such appointment of proxy shall be
     valid,  voted or acted upon after the expiration of six (6) months from the
     date of execution of such written  instrument  of  appointment,  unless the
     proxy is coupled with an  interest,  in which event said proxy may be valid
     for a period not to exceed  seven (7)  years.  A proxy  shall be  revocable
     unless  expressly  designated  therein as  irrevocable  and coupled with an
     interest. Proxies coupled with an interest include the appointment as proxy
     of: (a) a pledgee; (b) a person who purchased or agreed to purchase or owns
     or holds an option to  purchase  the shares  voted;  (c) a creditor  of the
     Corporation who extended its credit under terms requiring the  appointment;
     (d) an employee of the Corporation  whose employment  contract requires the
     appointment;  or (e) a party to a voting  agreement  created  under Section
     78.365 of the General  Corporation  Law of Nevada,  as amended.  Each proxy
     shall be filed with the  Secretary  of the  Corporation  prior to or at the
     time of the  meeting.  Any vote  may be  taken by voice  vote or by show of
     hands unless someone entitled to vote at the meeting objects, in which case
     written ballots shall be used.

          (c) Election of Directors.  In all  elections of Directors  cumulative
     voting shall be prohibited.

          2.10 Record Date.

As more  specifically  provided in Article 7,  Section 7.7 hereof,  the Board of
Directors  may fix in  advance  a record  date for the  purpose  of  determining
stockholders  entitled  to notice of or to vote at a  meeting  of  stockholders,
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 less  than ten (10) nor more than  sixty  (60) days  prior to such
meeting.  In the  absence  of any  action by the Board of  Directors  fixing the
record date, 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 before  the day on which  notice of the  meeting is given,  or, if notice is
waived, at the close of business on the day before the meeting is held.


                                       5
<PAGE>


         2.11 Action Without Meetings.

Any action permitted or required to be taken at a meeting of the stockholders of
the  Corporation  may be taken  without a meeting,  without  prior  notice,  and
without a vote, if a consent or consents in writing, setting forth the action so
taken,  shall be signed by the holder or holders of the outstanding stock having
not less than the minimum  number of votes that would be  necessary to authorize
or take such action at a meeting at which all shares  entitled  to vote  thereon
were present and voted,  and such written  consent shall have the same force and
effect as the  requisite  vote of the  stockholders  thereon.  Any such executed
written  consent,  or an executed  counterpart  thereof,  shall be placed in the
minute book of the  Corporation.  Every  written  consent shall bear the date of
signature of each stockholder who signs the consent. No written consent shall be
effective to take the action that is the subject of the consent  unless,  within
sixty (60) days after the date of the earliest  dated  consent  delivered to the
Corporation  in the manner  required  under  Section 2.12  hereof,  a consent or
consents  signed by the holders of the  minimum  number of shares of the capital
stock issued and outstanding and entitled to vote on and approve the action that
is the subject of the consent are delivered to the Corporation. Prompt notice of
the  taking  of any  action  by  stockholders  without  a  meeting  by less than
unanimous  written  consent  shall be given  to those  stockholders  who did not
consent in writing to the action.

          2.12 Record Date for Action Without Meetings.

Unless a record date shall have previously been fixed or determined by the Board
of Directors as provided in Section 2.10 hereof, whenever action by stockholders
is proposed to be taken by consent in writing without a meeting of stockholders,
the Board of  Directors  may fix a record  date for the  purpose of  determining
stockholders  entitled to consent to that  action,  which  record date shall not
precede, and shall not be more than ten (10) 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 and the prior action of the
Board of Directors is not required by statute or the Articles of  Incorporation,
the record date for  determining  stockholders  entitled to consent to corporate
action in  writing  without a meeting  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, its principal
place of business,  or an officer or agent of the Corporation  having custody of
the  books in which  proceedings  of  meetings  of  stockholders  are  recorded.
Delivery  shall be by hand or by certified or registered  mail,  return  receipt
requested.  Delivery to the  Corporation's  principal place of business shall be
addressed to the President or principal executive officer of the Corporation. If
no record date shall have been fixed by the Board of Directors  and prior action
of the  Board  of  Directors  is  required  by  statute,  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 a resolution taking such prior action.


                                       6
<PAGE>


         2.13 Preemptive Rights.

No holder of shares of capital stock of the  Corporation  shall, as such holder,
have any right to purchase or subscribe for any capital stock of any class which
the Corporation may issue or sell,  whether or not  exchangeable for any capital
stock of the Corporation of any class or classes, whether issued out of unissued
shares authorized by the Articles of Incorporation, as amended, or out of shares
of capital stock of the Corporation  acquired by it after the issue thereof; nor
shall any holder of shares of capital stock of the Corporation,  as such holder,
have any right to purchase,  acquire or subscribe for any  securities  which the
Corporation  may issue or sell whether or not  convertible  into or exchangeable
for shares of capital  stock of the  Corporation  of any class or  classes,  and
whether  or not  any  such  securities  have  attached  or  appurtenant  thereto
warrants,  options or other  instruments  which  entitle the holders  thereof to
purchase,  acquire or  subscribe  for  shares of  capital  stock of any class or
classes.

                                    ARTICLE 3
                          DIRECTORSARTICLE 3 DIRECTORS
                          ----------------------------

         3.1 Management Powers.

The powers of the  Corporation  shall be exercised by or under the authority of,
and the  business  and  affairs of the  Corporation  shall be managed  under the
direction  of, its Board of Directors  which may exercise all such powers of the
Corporation  and do all such  lawful acts and things as are not by statute or by
the  Articles of  Incorporation  or by these  Bylaws  directed or required to be
exercised or done by the stockholders.

         3.2 Number and Qualification.

The Corporation shall have a variable number of Directors within a fixed minimum
and  maximum.  The  Corporation  shall have a minimum of one (1)  Director and a
maximum of seven (7)  Directors.  The number of  Directors  may be  increased or
decreased,  from time to time, by resolution of the Board of Directors,  without
the  necessity  of an  amendment  to the  Bylaws of the  Corporation;  provided,
however,  no  decrease  shall  have the  effect  of  shortening  the term of any
incumbent  Director.  Directors need not be residents of the State of Nevada nor
stockholders  of the  Corporation.  Each  Director  shall  qualify as a Director
following election as such by agreeing to act or by acting in such capacity.

         3.3 Election and Term.

Members of the Board of Directors  shall hold office until the annual meeting of
the  stockholders of the Corporation and until their  successors shall have been
elected and qualified.  At the annual meeting of stockholders,  the stockholders
entitled to vote in an  election of  Directors  shall  elect  Directors  to hold
office  until the next  succeeding  annual  meeting  of the  stockholders.  Each
Director  shall hold office for the term for which he is elected,  and until his
successor  shall be elected and  qualified  or until his death,  resignation  or
removal, if earlier.


                                       7
<PAGE>


         3.4 Voting on Directors.

Directors  shall be elected by the vote of the  holders  of a  plurality  of the
shares  entitled to vote in the election of Directors and  represented in person
or by  proxy  at a  meeting  of  stockholders  at  which a  quorum  is  present.
Cumulative voting in the election of Directors is expressly prohibited.

         3.5 Vacancies and New Directorships.


Vacancies and newly  created  directorships  resulting  from any increase in the
authorized  number  of  Directors  may be filled  by the  affirmative  vote of a
majority of the Directors then in office,  although less than a quorum,  or by a
sole  remaining  Director,  or by the requisite vote of the  stockholders  at an
annual meeting of the  stockholders or at a special meeting of the  stockholders
called for that  purpose,  and the  Directors so elected shall hold office until
their  successors  are  elected  and  qualified.  If the holders of any class or
classes of stock or series of stock of the Corporation are entitled to elect one
or  more  Directors  by  the  Articles  of   Incorporation   or  Certificate  of
Designations  applicable  to such class or series,  vacancies  and newly created
directorships  of such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof then in office,
or by a sole remaining  Director so elected,  and the Directors so elected shall
hold office until the next election of the class for which such Directors  shall
have been chosen, and until their successors shall be elected and qualified. For
purposes  of  these  Bylaws,  a  "vacancy"  shall  be  defined  as  an  unfilled
directorship  arising  by virtue  of the  death,  resignation  or  removal  of a
Director  theretofore  duly elected to serve in such capacity in accordance with
the relevant provisions of these Bylaws.

          3.6 Removal.

Any Director  may be removed  either for or without  cause at any duly  convened
special or annual meeting of stockholders, by the affirmative vote of two-thirds
(2/3) in number of shares of the  stockholders  present in person or by proxy at
any meeting and  entitled to vote for the  election of such  Director,  provided
notice of  intention to act upon such matter shall have been given in the notice
calling such meeting.

          3.7 Meetings.

The meetings of the Board of Directors  shall be held and  conducted  subject to
the following regulations:

          (a) Place.  Meetings  of the Board of  Directors  of the  Corporation,
     annual, regular or special, are to be held at the principal office or place
     of business  of the  Corporation,  or such other  place,  either  within or
     without the State of Nevada, as may be specified in the respective notices,
     or waivers of notice, thereof.


                                       8
<PAGE>



          (b)  Annual  Meeting.  The  Board of  Directors  shall  meet each year
     immediately  after the  annual  meeting of the  stockholders,  at the place
     where such  meeting of the  stockholders  has been held  (either  within or
     without the State of Nevada), for the purpose of organization,  election of
     officers,  and  consideration  of any other  business  that may properly be
     brought  before  the  meeting.  No notice of any kind to either  old or new
     members  of the  Board  of  Directors  for  such  annual  meeting  shall be
     required.

          (c) Regular  Meetings.  Regular meetings of the Board of Directors may
     be held  without  notice at such time and at such  place or places as shall
     from time to time be determined and designated by the Board.

          (d) Special  Meetings.  Special meetings of the Board of Directors may
     be called by the Chairman of the Board, the Chief Executive  Officer or the
     President  of the  Corporation  on notice of two (2) days to each  Director
     either   personally  or  by  mail  or  by  telegram,   telex  or  facsimile
     transmission and delivery. Special meetings of the Board of Directors shall
     be called by the  Chairman of the Board or the  President  or  Secretary in
     like manner and on like notice on the written request of two (2) Directors.

          (e)  Notice  and Waiver of  Notice.  Attendance  of a Director  at any
     meeting shall constitute a waiver of notice of such meeting, except where a
     Director attends for the express purpose of objecting to the transaction of
     any  business  because  the  meeting is not  lawfully  called or  convened.
     Neither the business to be  transacted  at, nor the purpose of, any regular
     meeting of the Board of Directors need be specified in the notice or waiver
     of notice of such meeting.

          (f) Quorum.  At all meetings of the Board of Directors,  a majority of
     the number of Directors  shall  constitute a quorum for the  transaction of
     business,  unless a greater number is required by law or by the Articles of
     Incorporation.  If a  quorum  shall  not  be  present  at  any  meeting  of
     Directors, the Directors present thereat may adjourn the meeting, from time
     to time,  without notice other than  announcement  at the meeting,  until a
     quorum shall be present.

          (g) Requisite Vote. The act of a majority of the Directors  present at
     any  meeting at which a quorum is present  shall be the act of the Board of
     Directors  unless the act of a greater  number is required by statute or by
     the Articles of Incorporation or by these Bylaws.


          3.8  Action  Without  Meetings.

Unless  otherwise  restricted by the Articles of  Incorporation or these Bylaws,
any action  required or permitted by law to be taken at any meeting of the Board
of Directors, or any committee thereof, may be taken without a meeting, if prior
to such action a written  consent  thereto is signed by all members of the Board
or of such  committee,  as the case may be, and such written consent is filed in
the minutes or proceedings of the Board of Directors or committee.


                                       9
<PAGE>


         3.9      Committees.

Committees  designated  and appointed by the Board of Directors  shall  function
subject to and in accordance with the following regulations and procedures:


          (a)  Designation  and  Appointment.  The Board of  Directors  may,  by
     resolution adopted by a majority of the entire Board, designate and appoint
     one or more  committees  under  such name or names and for such  purpose or
     function as may be deemed appropriate.

          (b) Members;  Alternate Members; Terms. Each committee thus designated
     and  appointed  shall  consist  of two or  more  of  the  Directors  of the
     Corporation,  one of whom, in the case of the Executive Committee, shall be
     the Chief  Executive  Officer of the Company.  The Board of  Directors  may
     designate one or more of its members as alternate members of any committee,
     who may,  subject to any limitations  imposed by the entire Board,  replace
     absent or  disqualified  members  at any  meeting  of that  committee.  The
     members or  alternate  members  of any such  committee  shall  serve at the
     pleasure of and subject to the discretion of the Board of Directors.

          (c)  Authority.   Each  committee,  to  the  extent  provided  in  the
     resolution of the Board creating same,  shall have and may exercise such of
     the powers and authority of the Board of Directors in the management of the
     business  and  affairs of the  Corporation  as the Board of  Directors  may
     direct and delegate,  except,  however, those matters which are required by
     statute to be reserved unto or acted upon by the entire Board of Directors.

          (d)  Records.  Each such  committee  shall keep and  maintain  regular
     records  or  minutes  of its  meetings  and report the same to the Board of
     Directors when required.

          (e) Change in Number.  The number of members or  alternate  members of
     any committee appointed by the Board of Directors,  as herein provided, may
     be  increased  or  decreased  (but  not  below  two)  from  time to time by
     appropriate  resolution  adopted  by a  majority  of the  entire  Board  of
     Directors.

          (f) Vacancies. Vacancies in the membership of any committee designated
     and appointed  hereunder  shall be filled by the Board of  Directors,  at a
     regular  or  special  meeting  of  the  Board  of  Directors,  in a  manner
     consistent with the provisions of this Section 3.9.

          (g) Removal. Any member or alternate member of any committee appointed
     hereunder may be removed by the Board of Directors by the affirmative  vote
     of a majority  of the  entire  Board,  whenever  in its  judgment  the best
     interests of the Corporation will be served thereby.

          (h)  Meetings.  The  time,  place  and  notice  (if any) of  committee
     meetings shall be determined by the members of such committee.

          (i) Quorum;  Requisite  Vote. At meetings of any  committee  appointed
     hereunder,  a majority of the number of members  designated by the Board of
     Directors shall  constitute a quorum for the  transaction of business.  The
     act of a majority  of the members and  alternate  members of the  committee
     present at any  meeting  at which a quorum is  present  shall be the act of
     such committee,  except as otherwise specifically provided by statute or by
     the  Articles  of  Incorporation  or by these  Bylaws.  If a quorum  is not
     present  at a meeting of such  committee,  the  members  of such  committee
     present may adjourn the meeting  from time to time,  without  notice  other
     than an announcement at the meeting, until a quorum is present.


                                       10
<PAGE>


          (j) Compensation.  Appropriate  compensation for members and alternate
     members of any committee  appointed pursuant to the authority hereof may be
     authorized  by the action of a majority  of the entire  Board of  Directors
     pursuant to the provisions of Section 3.10 hereof.

          (k) Action Without  Meetings.  Any action  required or permitted to be
     taken at a meeting  of any  committee  may be taken  without a meeting if a
     consent in  writing,  setting  forth the action so taken,  is signed by all
     members  of such  committee.  Such  consent  shall  have the same force and
     effect as a unanimous vote at a meeting.  The signed  consent,  or a signed
     copy, shall become a part of the record of such committee.

          (l)  Responsibility.  Notwithstanding  any  provision  to the contrary
     herein,  the  designation and appointment of a committee and the delegation
     of authority to it shall not operate to relieve the Board of Directors,  or
     any member thereof, of any responsibility imposed upon it or him by law.

          3.10 Compensation.

By  appropriate  resolution  of the Board of  Directors,  the  Directors  may be
reimbursed their expenses, if any, of attendance at each meeting of the Board of
Directors  and may be paid a fixed sum (as  determined  from time to time by the
vote of a majority  of the  Directors  then in office)  for  attendance  at each
meeting of the Board of Directors or a stated  salary as Director,  or both.  No
such payment shall preclude any Director from serving the Corporation in another
capacity and receiving  compensation  therefore.  Members of special or standing
committees may, by appropriate resolution of the Board of Directors,  be allowed
similar  reimbursement  of expenses and  compensation  for  attending  committee
meetings.

          3.11 Maintenance of Records.

The Directors may keep the books and records of the Corporation,  except such as
are required by law to be kept within the State,  outside the State of Nevada or
at such place or places as they may, from time to time, determine.

          3.12 Interested Directors and Officers.

          1.   A contract or other  transaction  is not void or voidable  solely
               because:

               (a)  the contract or transaction is between the Corporation and:

                    (1)  one or more of its Directors or officers; or


                    (2)  another  corporation,  firm or association in which one
                         or more of its  Directors or officers are  directors or
                         officers or are financially interested;

               (b)  a common or interested Director or officer:

                    (1)  is present at the meeting of the Board of  Directors or
                         a committee  thereof  which  authorizes or approves the
                         contract or transaction;  or

                    (2)  joins  in  the  execution  of  a  written  consent  (in
                         accordance  with  Section  3.8 of these  Bylaws)  which
                         authorizes or approves the contract or transaction; or

               (c)  The vote or votes of a common  or  interested  Director  are
                    counted  for the purpose of  authorizing  or  approving  the
                    contract  or  transaction,   if  one  of  the  circumstances
                    specified in Section 3.12(2) below exists.


                                       11
<PAGE>



          2.   The circumstances in which a contract or other transaction is not
               void or voidable pursuant to Section 3.12(1) above are:

               (a)  The fact of the  common  directorship,  office or  financial
                    interest is known to the Board of  Directors  or  committee,
                    and the Board or committee authorizes,  approves or ratifies
                    the  contract  or  transaction  in  good  faith  by  a  vote
                    sufficient  for the  purpose  without  counting  the vote or
                    votes of the common or interested Director or Directors.

               (b)  The fact of the  common  directorship,  office or  financial
                    interest is known to the  stockholders,  and they approve or
                    ratify  the  contract  or  transaction  in good  faith  by a
                    majority  vote of  stockholders  holding a  majority  of the
                    voting power of the Corporation.  The votes of the common or
                    interested Directors or officers must be counted in any such
                    vote of stockholders.

               (c)  The fact of the  common  directorship,  office or  financial
                    interest is not known to the Director or officer at the time
                    the  transaction is brought before the Board of Directors of
                    the Corporation for action.

               (d)  The contract or transaction is fair as to the Corporation at
                    the  time  it  is  authorized  or  approved.

          3.   Common or interested  Directors may be counted in determining the
               presence of a quorum at a meeting of the Board of  Directors or a
               committee  thereof  which  authorizes,  approves  or  ratifies  a
               contract  or  transaction,  and if the  votes  of the  common  or
               interested  Directors  are not  counted  at the  meeting,  then a
               majority of the disinterested Directors may authorize, approve or
               ratify a contract or transaction.

          4.   Unless  otherwise  provided in the Articles of  Incorporation  or
               these Bylaws, the Board of Directors,  without regard to personal
               interest,   may  establish  the  compensation  of  Directors  for
               services in any capacity.  If the Board of Directors  establishes
               the  compensation of Directors  pursuant to this Section 3.12(4),
               such  compensation  is  presumed  to be fair  to the  Corporation
               unless proven unfair by a preponderance of the evidence.

                                    ARTICLE 4
                                     NOTICES
                                     -------

          4.1 Method of Notice.

Whenever under the provisions of the General Corporation Law of Nevada or of the
Articles of Incorporation or of these Bylaws,  notice is required to be given to
any Director or stockholder,  it shall not be construed to mean personal notice,
but such notice may be given in writing and  delivered  personally,  through the
United States mail, by a recognized  delivery  service (such as Federal Express)
or by means of  telegram,  telex or  facsimile  transmission,  addressed to such
Director  or  stockholder,  at his  address or telex or  facsimile  transmission
number,  as the case may be, as it  appears on the  records of the  Corporation,
with postage and fees thereon  prepaid.  Such notice shall be deemed to be given
at the time when the same shall be deposited  in the United  States Mail or with
an  express   delivery  service  or  when  transmitted  by  telex  or  facsimile
transmission or personally delivered, as the case may be.

          4.2 Waiver.

Whenever any notice whatever is required to be given under the provisions of the
General  Corporation  Law of Nevada or under the  provisions  of the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled  to such  notice,  whether  before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Attendance by
such person or persons,  whether in person or by proxy, at any meeting requiring
notice shall  constitute a waiver of notice of such  meeting,  except where such
person  attends  the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.


                                       12
<PAGE>



                                    ARTICLE 5
                               OFFICERS AND AGENTS
                               -------------------

          5.1 Designation.

The officers of the Corporation  shall be chosen by the Board of Directors.  The
Corporation shall have

          (a)  a President,  a Secretary and a Treasurer.  The  Corporation  may
               also have:

          (b)  a Chairman of the Board, Chief Executive Officer, Chief Operating
               Officer,   Vice  President,   Chief   Financial   Officer  and  a
               Controller; and

          (c)  Such other offices and officers (including one or more additional
               Vice  Presidents) and assistant  officers and agents as the Board
               of Directors shall deem necessary.

          5.2 Election of Officers.

Each officer  designated in Section 5.1(a) or (b) hereof shall be elected by the
Board of Directors on the  expiration of the term of office of such officer,  as
herein  provided,  or whenever a vacancy exists in such office.  Each officer or
agent  designated  in  Section  5.1(c)  above  may be  elected  by the  Board of
Directors at any meeting.

          5.3 Qualifications.

No officer or agent need be a stockholder  of the  Corporation  or a resident of
Nevada. No officer or agent is required to be a Director, except the Chairman of
the Board. Any two or more offices may be held by the same person.

          5.4 Term of Office.

Unless otherwise  specified by the Board of Directors at the time of election or
appointment,  or by the express provisions of an employment contract approved by
the Board, the term of office of each officer and each agent shall expire on the
date of the first  meeting of the Board of Directors  next  following the annual
meeting of stockholders each year. Each such officer or agent, unless elected or
appointed to an additional term, shall serve until the expiration of the term of
his office or, if earlier, his death, resignation or removal.

          5.5 Authority.

Officers  and agents  shall have such  authority  and perform such duties in the
management  of the  Corporation  as are  provided  in these  Bylaws or as may be
determined by resolution of the Board of Directors not  inconsistent  with these
Bylaws.

          5.6 Removal.

Any  officer or agent  elected or  appointed  by the Board of  Directors  may be
removed with or without cause by the Board of Directors whenever in its judgment
the best interests of the Corporation will be served thereby. Such removal shall
be without  prejudice to the contract rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contract rights.

          5.7 Vacancies.

Any vacancy  occurring in any office of the Corporation (by death,  resignation,
removal or otherwise) shall be filled by the Board of Directors.


                                       13
<PAGE>


          5.8 Compensation.

The  compensation of all officers and agents of the  Corporation  shall be fixed
from time to time by the Board of Directors.

          5.9 Chairman of the Board.

The Chairman of the Board shall be chosen from among the Directors. The Chairman
of the Board shall have the power to call special  meetings of the  stockholders
and of the  Directors  for any purpose or purposes,  and he shall preside at all
meetings  of the  Board of  Directors,  unless  he shall be  absent or unless he
shall,  at his election,  designate  the Vice  Chairman,  if one is elected,  to
preside in his stead.  The  Chairman of the Board  shall  advise and counsel the
Chief Executive Officer and other officers of the Corporation and shall exercise
such powers and  perform  such duties as shall be assigned to or required by him
from time to time by the Board of Directors.


          5.10 Vice Chairman.

The Vice  Chairman,  if one is  elected,  shall  have the power to call  special
meetings of the  stockholders  and of the Directors for any purpose or purposes,
and,  in the  absence of the  Chairman  of the Board,  the Vice  Chairman  shall
preside at all meetings of the Board of Directors unless he shall be absent. The
Vice Chairman shall advise and counsel the other officers of the Corporation and
shall  exercise  such powers and perform  such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

          5.11 Chief Executive Officer.

Subject  to the  supervision  of the Board of  Directors,  the  Chief  Executive
Officer shall have general supervision, management, direction and control of the
business  and  affairs  of the  Corporation  and shall see that all  orders  and
resolutions  of the  Board of  Directors  are  carried  into  effect.  The Chief
Executive Officer shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the  Corporation,  except where required or permitted by
law to be otherwise  executed and except where the  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the  Corporation.  The Chief Executive  Officer shall preside at all meetings of
the  stockholders  and, in the absence of the Chairman of the Board and the Vice
Chairman, at all meetings of the Board of Directors. The Chief Executive Officer
shall be ex officio a member of the Executive Committee, if any, of the Board of
Directors.  The Chief Executive Officer shall have the general powers and duties
of  management  usually  vested in the  office of chief  executive  officer of a
corporation and shall perform such other duties and possess such other authority
and powers as the Board of  Directors  may from time to time  prescribe.  In the
event no individual  is elected to the office of Chief  Operating  Officer,  the
Chief  Executive  Officer  shall have the powers and  perform  the duties of the
Chief Operating Officer.

          5.12 Chief Operating Officer.

Subject  to the  supervision  of the Board of  Directors,  the  Chief  Operating
Officer,  if one is elected,  shall have general  supervision  of the day to day
operations of the Corporation. The Chief Operating Officer shall be ex officio a
member of the Executive Committee, if any, of the Board of Directors.  The Chief
Operating Officer shall have the general powers and duties of management usually
vested in the  office of chief  operating  officer  of a  corporation  and shall
perform  such other duties and possess  such other  authority  and powers as the
Board of Directors may from time to time prescribe.

          5.13 President.

In the absence or disability of the Chief Executive Officer, the President shall
perform  all of the  duties of the Chief  Executive  Officer  and when so acting
shall have all the powers and be subject to all the restrictions  upon the Chief
Executive  Officer,  including the power to sign all instruments and to take all
actions which the Chief Executive  Officer is authorized to perform by the Board
of  Directors or the Bylaws.  The  President  shall have the general  powers and
duties  usually  vested in the office of  president of a  corporation  and shall
perform  such other duties and possess  such other  authority  and powers as the
Board of Directors  may from time to time  prescribe  or as the Chief  Executive
Officer may from time to time delegate.

          5.14 Vice Presidents.

The Vice  President,  or if there shall be more than one, the Vice Presidents in
the order determined by the requisite vote of the Board of Directors,  shall, in
the prolonged  absence or disability  of the  President,  perform the duties and
exercise  the powers of the  President  and shall  perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the Chief Executive Officer may from time to time delegate.


                                       14
<PAGE>


          5.15 Secretary.

The  Secretary  shall  attend all  meetings  of the Board of  Directors  and all
meetings of the  stockholders  of the  Corporation and record all proceedings of
the  meetings of the  Corporation  and of the Board of Directors in a book to be
maintained  for that  purpose and shall  perform  like  duties for the  standing
committees when required. The Secretary shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors,  the Chairman of the Board,  the Chief Executive  Officer,  or the
President.  The  Secretary  shall  have  custody  of the  corporate  seal of the
Corporation,  and he, or an Assistant  Secretary,  shall have authority to affix
the same to any instrument  requiring it and when so affixed, it may be attested
by his signature or by the signature of such Assistant  Secretary.  The Board of
Directors  may give general  authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

          5.16 Assistant Secretaries.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries
in the order  determined  by the Board of  Directors,  shall in the  absence  or
disability of the  Secretary,  perform the duties and exercise the powers of the
Secretary  and shall perform such other duties and have such other powers as the
Board of Directors  may from time to time  prescribe  or as the Chief  Executive
Officer may from time to time delegate.

          5.17 Treasurer.

Subject  to such  modifications  as may be made by the  Board  of  Directors  in
electing and delegating  duties to a Vice President,  a Chief Financial  Officer
and/or a Controller,  the Treasurer shall be the chief financial  officer of the
Corporation and shall have the custody of the corporate funds and securities and
shall keep full and  accurate  accounts of receipts and  disbursements  in books
belonging to the  Corporation  and shall  deposit all moneys and other  valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  The Treasurer  shall  disburse the
funds of the  Corporation  as may be ordered by the Board of  Directors,  taking
proper vouchers for such disbursements,  and shall render to the Chief Executive
Officer  (and  Chairman  of the  Board,  if one is  elected)  and the  Board  of
Directors,  at its regular meetings, or when the Board of Directors so requires,
an account of all his  transactions as Treasurer and of the financial  condition
of the Corporation.  If required by the Board of Directors,  the Treasurer shall
give the  Corporation  a bond in such sum and with such  surety or  sureties  as
shall be satisfactory to the Board of Directors for the faithful  performance of
the duties of his office and for the restoration to the Corporation,  in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers,  money, and other property of whatever kind in his possession or under
his control owned by the  Corporation.  The  Treasurer  shall perform such other
duties and have such other  authority  and powers as the Board of Directors  may
from time to time prescribe or as the Chief  Executive  Officer may from time to
time delegate.

          5.18 Assistant Treasurers.

The  Assistant  Treasurer,  or, if there shall be more than one,  the  Assistant
Treasurers  in the order  determined by the Board of  Directors,  shall,  in the
absence or  disability  of the  Treasurer,  perform the duties and  exercise the
powers of the  Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe or as the Chief
Executive Officer may from time to time delegate.


                                       15
<PAGE>


                                    ARTICLE 6
                                 INDEMNIFICATION
                                 ---------------


          6.1 Mandatory Indemnification.

The Corporation  shall indemnify each Director,  officer,  employee and agent of
the Corporation to the full extent  indemnification  is mandatory under the laws
of the State of Nevada.  In addition,  each person who was or is made a party or
is threatened to be made a party, or who was or is a witness without being named
a  party,  to any  threatened,  pending  or  completed  action,  claim,  suit or
proceeding, whether civil, criminal, administrative or investigative, any appeal
in such an action,  suit or proceeding,  and any inquiry or  investigation  that
could lead to such an action, suit or proceeding (a "Proceeding"),  by reason of
the  fact  that  such  individual  is or  was  a  Director  or  officer  of  the
Corporation, or while a Director or officer of the Corporation is or was serving
at the request of the  Corporation as a director,  officer,  partner,  venturer,
proprietor,   trustee,   employee,  agent  or  similar  functionary  of  another
corporation,  partnership,  trust,  employee  benefit plan or other  enterprise,
shall be indemnified and held harmless by the  Corporation  from and against any
judgments, penalties (including excise taxes), fines, amounts paid in settlement
and reasonable  expenses  (including  court costs and attorneys'  fees) actually
incurred by such person in connection  with such  Proceeding if it is determined
that he acted in good faith and  reasonably  believed (i) in the case of conduct
in his official  capacity on behalf of the  Corporation  that his conduct was in
the Corporation's best interests,  (ii) in all other cases, that his conduct was
not opposed to the best interests of the Corporation,  and (iii) with respect to
any Proceeding  which is a criminal  action,  that he had no reasonable cause to
believe  his  conduct  was  unlawful;  provided,  however,  that in the  event a
determination  is made that such person is liable to the Corporation or is found
liable on the basis  that  personal  benefit  was  improperly  received  by such
person, the  indemnification is limited to reasonable expenses actually incurred
by such  person  in  connection  with the  Proceeding  and  shall not be made in
respect of any  Proceeding in which such person shall have been found liable for
willful  or  intentional  misconduct  in  the  performance  of his  duty  to the
Corporation.  The termination of any Proceeding by judgment,  order, settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself be determinative of whether the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of the  Corporation,  and, with respect to any  Proceeding  which is a
criminal action,  had reasonable cause to believe that his conduct was unlawful.
A person  shall be deemed to have been  found  liable in  respect  of any claim,
issue or matter only after the person  shall have been so adjudged by a court of
competent jurisdiction after exhaustion of all appeals therefrom.

          6.2 Determination of Indemnification.

Any  indemnification  made by the  Corporation  (unless  ordered  by a court  of
competent   jurisdiction)   shall  be  made  only  upon  a  determination   that
indemnification  of such person is proper in the  circumstances by virtue of the
fact that it shall have been  determined that such person has met the applicable
standard of conduct.  Such determination shall be made (1) by a majority vote of
a quorum  consisting  of  Directors  who at the  time of the vote are not  named
defendants  or  respondents  in the  Proceeding;  (2) if such  quorum  cannot be
obtained,  by a  majority  vote  of a  committee  of  the  Board  of  Directors,
designated  to act in the matter by a majority of all  Directors,  consisting of
two or more  Directors  who at the time of the vote are not named  defendants or
respondents  in the  Proceeding;  (3) by  special  legal  counsel  (in a written
opinion)  selected by the Board of  Directors  or a committee  of the Board by a
vote as set forth in Subsection  (1) or (2) of this Section,  or, if such quorum
cannot be  established,  by a majority vote of all Directors (in which Directors
who are named defendants or respondents in the Proceeding may  participate);  or
(4) by the  stockholders  of the  Corporation in a vote that excludes the shares
held by Directors who are named defendants or respondents in the Proceeding.

          6.3 Advancement of Expenses.

Subject to the federal securities laws,  particularly,  the prohibitions against
personal  loans to  executives  contained  in  Section  13(k) of the  Securities
Exchange Act of 1934, reasonable expenses,  including court costs and attorneys'
fees,  incurred  by a person who was or is a witness or who was or is named as a
defendant  or  respondent  in a  Proceeding,  by  reason  of the fact  that such
individual  is or was a  Director  or  officer  of the  Corporation,  or while a
Director or officer of the  Corporation  is or was serving at the request of the
Corporation as a director,  officer,  partner,  venturer,  proprietor,  trustee,
employee,  agent or similar  functionary  of another  corporation,  partnership,
trust,  employee  benefit  plan  or  other  enterprise,  shall  be  paid  by the
Corporation at reasonable  intervals in advance of the final disposition of such
Proceeding, and without the determination set forth in Section 6.2, upon receipt
by the  Corporation  of a written  affirmation  by such person of his good faith
belief that he has met the  standard of conduct  necessary  for  indemnification
under this Article 6, and a written  undertaking  by or on behalf of such person
to repay the amount paid or  reimbursed by the  Corporation  if it is ultimately
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized  in this  Article 6. Such written  undertaking  shall be an unlimited
obligation of such person and it may be accepted without  reference to financial
ability to make repayment.


                                       16
<PAGE>


          6.4 Discretionary Indemnification.

The Corporation may indemnify each Director,  officer, employee and agent of the
Corporation to the full extent  indemnification is discretionary  under the laws
of the State of Nevada.  In addition,  the Board of Directors of the Corporation
may  authorize  the  Corporation  to  indemnify   employees  or  agents  of  the
Corporation, and to advance the reasonable expenses of such persons, to the same
extent,  following the same  determinations  and upon the same conditions as are
required for the indemnification of and advancement of expenses to Directors and
officers of the Corporation.  Any advancement against expenses is subject to the
federal securities laws,  particularly,  the prohibitions against personal loans
to executives contained in Section 13(k) of the Securities Exchange Act of 1934.

          6.5 Nature of Indemnification.

The  indemnification and advancement of expenses provided hereunder shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled under the Articles of  Incorporation,  these Bylaws,  any agreement,
vote of stockholders or disinterested Directors or otherwise, both as to actions
taken in an  official  capacity  and as to actions  taken in any other  capacity
while holding such office,  shall continue as to a person who has ceased to be a
Director,  officer,  employee or agent of the Corporation and shall inure to the
benefit of the heirs, executors and administrators of such person.

          6.6 Insurance.

The  Corporation  shall have the power and  authority  to purchase  and maintain
insurance  or  another  arrangement  on  behalf  of any  person  who is or was a
Director,  officer,  employee  or  agent  of the  Corporation,  or who is or was
serving at the  request of the  Corporation  as a  director,  officer,  partner,
venturer,  proprietor,  trustee,  employee,  agent,  or similar  functionary  of
another  foreign or  domestic  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee benefit plan or other enterprise,  against any
liability, claim, damage, loss or risk asserted against such person and incurred
by such person in any such  capacity or arising out of the status of such person
as such,  irrespective  of  whether  the  Corporation  would  have the  power to
indemnify  and hold  such  person  harmless  against  such  liability  under the
provisions  hereof.  If the insurance or other  arrangement  is with a person or
entity that is not  regularly  engaged in the  business of  providing  insurance
coverage,  the insurance or  arrangement  may provide for payment of a liability
with respect to which the Corporation  would not have the power to indemnify the
person only if including coverage for the additional liability has been approved
by the  stockholders  of the  Corporation.  Without  limiting  the  power of the
Corporation  to procure or maintain any kind of insurance or other  arrangement,
the Corporation may, for the benefit of persons  indemnified by the Corporation,
(1) create a trust fund;  (2) establish any form of  self-insurance;  (3) secure
its indemnity  obligation  by grant of a security  interest or other lien on the
assets of the  Corporation;  or (4) establish a letter of credit,  guaranty,  or
surety  arrangement.  The  insurance  or  other  arrangement  may  be  procured,
maintained,  or established  within the Corporation or with any insurer or other
person deemed appropriate by the Board of Directors regardless of whether all or
part of the stock or other  securities  of the insurer or other person are owned
in whole or part by the  Corporation.  In the absence of fraud,  the judgment of
the Board of Directors as to the terms and  conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in the
arrangement  shall be conclusive and the insurance or  arrangement  shall not be
voidable  and shall  not  subject  the  Directors  approving  the  insurance  or
arrangement  to  liability,  on any ground,  regardless of whether the Directors
participating in the approval is a beneficiary of the insurance or arrangement.

         6.7 Notice.

Any  indemnification  or advance of expenses to a present or former  Director or
officer of the  Corporation in accordance  with this Article 6 shall be reported
in writing to the  stockholders of the Corporation  with or before the notice or
waiver of notice of the next  stockholders'  meeting  or with or before the next
submission of a consent to action without a meeting and, in any case, within the
next twelve month period immediately following the indemnification or advance.


                                       17
<PAGE>



                                    ARTICLE 7
                   STOCK CERTIFICATES AND TRANSFER REGULATIONS
                   -------------------------------------------


         7.1 Description of Certificates.

The shares of the  capital  stock of the  Corporation  shall be  represented  by
certificates  in the form  approved by the Board of Directors  and signed in the
name of the  Corporation  by the  Chairman  of the  Board,  the Chief  Executive
Officer,  the Chief Operating Officer, the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation, and sealed with the seal
of the Corporation or a facsimile  thereof.  Each certificate shall state on the
face  thereof  the name of the holder,  the number and class of shares,  the par
value of shares covered  thereby or a statement that such shares are without par
value,  and such  other  matters  as are  required  by law.  At such time as the
Corporation  may be  authorized  to issue  shares of more than one class,  every
certificate  shall  set  forth  upon  the  face or back  of such  certificate  a
statement of the designations,  preferences,  limitations and relative rights of
the shares of each class authorized to be issued, as required by the laws of the
State of Nevada,  or may state that the Corporation  will furnish a copy of such
statement  without  charge to the holder of such  certificate  upon receipt of a
written request therefore from such holder.

          7.2 Entitlement to Certificates.

Every holder of the capital stock in the Corporation shall be entitled to have a
certificate  signed in the name of the Corporation by the Chairman of the Board,
the Chief Executive  Officer,  the Chief Operating  Officer,  the President or a
Vice President and the Secretary or an Assistant  Secretary of the  Corporation,
certifying  the  class of  capital  stock and the  number of shares  represented
thereby as owned or held by such stockholder in the Corporation.

          7.3 Signatures.

The signatures of the Chairman of the Board,  the Chief Executive  Officer,  the
Chief Operating Officer, the President, the Vice President, the Secretary or the
Assistant Secretary upon a certificate may be facsimiles. In case any officer or
officers who have signed,  or whose facsimile  signature or signatures have been
placed upon any such certificate or  certificates,  shall cease to serve as such
officer or officers of the Corporation,  whether because of death,  resignation,
removal or otherwise,  before such  certificate or  certificates  are issued and
delivered by the Corporation,  such certificate or certificates may nevertheless
be adopted by the  Corporation  and be issued and delivered with the same effect
as though the person or persons who signed such  certificate or  certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
serve as such officer or officers of the Corporation.

          7.4 Issuance of Certificates.

Certificates   evidencing  shares  of  its  capital  stock  (both  treasury  and
authorized but unissued) may be issued for such consideration (not less than par
value,  except for treasury  shares which may be issued for such  consideration)
and to such persons as the Board of Directors may  determine  from time to time.
Shares shall not be issued until the full amount of the consideration,  fixed as
provided by law, has been paid.

         7.5      Payment for Shares.

Consideration  for the issuance of shares may consist of the following and shall
be paid, valued and allocated as follows:

          (a)  Consideration.  The Board of Directors may authorize shares to be
     issued for consideration  consisting of any tangible or intangible property
     or  benefit  to the  Corporation,  including,  but not  limited  to,  cash,
     promissory  notes,  services  performed,   contracts  for  services  to  be
     performed or other securities of the Corporation.


                                       18
<PAGE>


          (b)  Valuation.  The  judgment  of the  Board of  Directors  as to the
     consideration  received for the shares  issued is conclusive in the absence
     of actual fraud in the transaction.

          (c) Effect. When the Corporation  receives the consideration for which
     the Board of Directors authorized the issuance of shares, the shares issued
     therefore are fully paid.

          (d)  Escrow of  Shares.  The  Corporation  may place in escrow  shares
     issued for a contract for future services or benefits or a promissory note,
     or make any other  arrangements to restrict the transfer of the shares. The
     Corporation  may credit  distributions  made for the shares  against  their
     purchase price, until the services are performed, the benefits are received
     or the  promissory  note is paid.  If the services are not  performed,  the
     benefits are not received or the  promissory  note is not paid,  the shares
     escrowed or restricted  and the  distributions  credited may be canceled in
     whole or in part.

          (e) Allocation of Consideration. The consideration received for shares
     shall be  allocated  by the Board of  Directors,  in  accordance  with law,
     between the stated capital and capital surplus accounts.

          7.6 Subscriptions.

Unless  otherwise  provided  in the  subscription  agreement,  subscriptions  of
shares,  whether made before or after organization of the Corporation,  shall be
paid in full in such  installments  and at such times as shall be  determined by
the Board of  Directors.  Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class and series. In
case of default in the payment of any  installment  or call when payment is due,
the  Corporation may proceed to collect the amount due in the same manner as any
debt due to the Corporation.

          7.7 Record Date.

For the purpose of determining  stockholders entitled to notice of or to vote at
any meeting of stockholders,  or any adjournment thereof, or entitled to receive
a  distribution  by the  Corporation  (other  than a  distribution  involving  a
purchase or redemption by the  Corporation  of any of its own shares) or a share
dividend,  or in order to make a  determination  of  stockholders  for any other
proper  purpose,  the  Board of  Directors  may fix a  record  date for any such
determination of stockholders, 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 (60) days, and in
the case of a meeting of stockholders,  not less than ten (10) days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of  stockholders,  or stockholders
entitled  to receive a  distribution  (other  than a  distribution  involving  a
purchase or redemption by the  Corporation  of any of its own shares) or a share
dividend,  the date before the date on which  notice of the meeting is mailed or
the date on which  the  resolution  of the  Board of  Directors  declaring  such
distribution  or share  dividend  is adopted,  as the case may be,  shall be the
record date for such  determination  of  stockholders.  When a determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this Section, such determination shall be applied to any adjournment
thereof.

          7.8 Registered Owners.

Prior  to  due  presentment  for  registration  of  transfer  of  a  certificate
evidencing  shares of the  capital  stock of the  Corporation  in the manner set
forth in Section 7.10 hereof, the Corporation shall be entitled to recognize the
person  registered as the owner of such shares on its books (or the books of its
duly appointed  transfer  agent,  as the case may be) as the person  exclusively
entitled  to vote,  to  receive  notices  and  dividends  with  respect  to, and
otherwise  exercise  all rights  and powers  relative  to such  shares;  and the
Corporation  shall not be bound or otherwise  obligated to recognize  any claim,
direct or  indirect,  legal or  equitable,  to such shares by any other  person,
whether or not it shall have actual, express or other notice thereof,  except as
otherwise provided by the laws of Nevada.


                                       19
<PAGE>


          7.9 Lost, Stolen or Destroyed Certificates.

The  Corporation  shall issue a new  certificate in place of any certificate for
shares  previously  issued if the registered owner of the certificate  satisfies
the following conditions:

          (a) Proof of Loss. Submits proof in affidavit form satisfactory to the
     Corporation  that such  certificate has been lost,  destroyed or wrongfully
     taken;

          (b) Timely Request.  Requests the issuance of a new certificate before
     the  Corporation  has notice that the  certificate  has been  acquired by a
     purchaser for value in good faith and without notice of an adverse claim;

          (c) Bond. Gives a bond in such form, and with such surety or sureties,
     with fixed or open penalty, as the Corporation may direct, to indemnify the
     Corporation  (and its  transfer  agent and  registrar,  if any) against any
     claim that may be made or otherwise asserted by virtue of the alleged loss,
     destruction, or theft of such certificate or certificates; and

          (d) Other  Requirements.  Satisfies any other reasonable  requirements
     imposed by the Corporation.

     In  the  event  a  certificate  has  been  lost,  apparently  destroyed  or
wrongfully  taken,  and the  registered  owner of  record  fails to  notify  the
Corporation  within  a  reasonable  time  after  he has  notice  of  such  loss,
destruction,  or wrongful taking,  and the Corporation  registers a transfer (in
the manner herein below set forth) of the shares  represented by the certificate
before receiving such notification,  such prior registered owner of record shall
be  precluded  from making any claim  against the  Corporation  for the transfer
required hereunder or for a new certificate.

     7.10 Registration of Transfers.

Subject to the provisions hereof, the Corporation shall register the transfer of
a  certificate  evidencing  shares  of its  capital  stock  presented  to it for
transfer if:

          (a) Endorsement.  Upon surrender of the certificate to the Corporation
     (or its transfer agent,  as the case may be) for transfer,  the certificate
     (or an appended stock power) is properly  endorsed by the registered owner,
     or by his duly authorized legal  representative or  attorney-in-fact,  with
     proper  written   evidence  of  the  authority  and   appointment  of  such
     representative, if any, accompanying the certificate;

          (b) Guaranty and  Effectiveness  of  Signature.  The signature of such
     registered owner or his legal  representative or  attorney-in-fact,  as the
     case may be, has been  guaranteed  by a  national  banking  association  or
     member of the New York Stock Exchange,  and reasonable  assurance in a form
     satisfactory to the Corporation is given that such endorsements are genuine
     and effective;

          (c) Adverse Claims.  The Corporation has no notice of an adverse claim
     or has otherwise discharged any duty to inquire into such a claim;

          (d) Collection of Taxes. Any applicable law (local,  state or federal)
     relating to the  collection of taxes relative to the  transaction  has been
     complied with; and

          (e) Additional Requirements Satisfied.  Such additional conditions and
     documentation  as the  Corporation  (or its transfer agent, as the case may
     be) shall reasonably  require,  including without limitation  thereto,  the
     delivery with the surrender of such stock  certificate or  certificates  of
     proper  evidence of  succession,  assignment  or other  authority to obtain
     transfer thereof, as the circumstances may require, and such legal opinions
     with  reference  to the  requested  transfer  as shall be  required  by the
     Corporation  (or its transfer  agent)  pursuant to the  provisions of these
     Bylaws and applicable law, shall have been satisfied.


                                       20
<PAGE>


         7.11     Restrictions on Transfer and Legend's on Certificates.

          (a) Shares in Classes or Series.  If the  Corporation is authorized to
     issue  shares of more than one  class,  the  certificate  shall set  forth,
     either on the face or back of the certificate,  a full or summary statement
     of all of the designations,  preferences,  limitations, and relative rights
     of the shares of each such class and, if the  Corporation  is authorized to
     issue any  preferred  or special  class in series,  the  variations  in the
     relative rights and preferences of the shares of each such series so far as
     the same have been fixed and determined,  and the authority of the Board of
     Directors to fix and  determine  the  relative  rights and  preferences  of
     subsequent  series.  In lieu of  providing  such a statement in full on the
     certificate, a statement on the face or back of the certificate may provide
     that the  Corporation  will furnish  such  information  to any  stockholder
     without  charge upon written  request to the  Corporation  at its principal
     place of business or registered  office and that copies of the  information
     are on file in the office of the Secretary of State.

          (b)  Restriction  on  Transfer.   Any  restrictions   imposed  by  the
     Corporation  on the  sale or other  disposition  of its  shares  and on the
     transfer  thereof  must be copied at length or in summary form on the face,
     or so copied on the back and referred to on the face,  of each  certificate
     representing shares to which the restriction  applies.  The certificate may
     however state on the face or back that such a restriction  exists  pursuant
     to a specified document and that the Corporation will furnish a copy of the
     document  to the holder of the  certificate  without  charge  upon  written
     request to the Corporation at its principal place of business.

          (c)  Unregistered   Securities.   Any  security  of  the  Corporation,
     including,  among others, any certificate  evidencing shares of the capital
     stock of the Corporation or warrants to purchase shares of capital stock of
     the Corporation,  which is issued to any person without  registration under
     the Securities Act of 1933, as amended,  or the Blue Sky laws of any state,
     shall not be  transferable  until the Corporation has been furnished with a
     legal opinion of counsel with reference  thereto,  satisfactory in form and
     content to the Corporation  and its counsel,  to the effect that such sale,
     transfer or pledge does not involve a violation  of the  Securities  Act of
     1933,  as amended,  or the Blue Sky laws of any state having  jurisdiction.
     The  certificate   representing  any   unregistered   security  shall  bear
     substantially the following legend:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
            ANY APPLICABLE  STATE  SECURITIES LAW BUT HAVE BEEN ACQUIRED
            FOR THE PRIVATE  INVESTMENT OF THE HOLDER HEREOF AND MAY NOT
            BE  OFFERED,   SOLD  OR  TRANSFERRED   UNTIL  EITHER  (i)  A
            REGISTRATION  STATEMENT  UNDER SUCH  SECURITIES  ACT OR SUCH
            APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE
            WITH  REGARD  THERETO,  OR (ii) THE  CORPORATION  SHALL HAVE
            RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION
            AND ITS COUNSEL THAT REGISTRATION  UNDER SUCH SECURITIES ACT
            OR SUCH APPLICABLE  STATE SECURITIES LAWS IS NOT REQUIRED IN
            CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.


                                    ARTICLE 8
                               GENERAL PROVISIONS
                               ------------------

          8.1 Dividends.

Subject to the provisions of the General  Corporation Law of Nevada, as amended,
and the  Articles  of  Incorporation,  dividends  of the  Corporation  shall  be
declared and paid pursuant to the following regulations:


                                       21
<PAGE>


          (a) Declaration  and Payment.  Dividends on the issued and outstanding
     shares of capital stock of the  Corporation may be declared by the Board of
     Directors  at any regular or special  meeting  and may be paid in cash,  in
     property, or in shares of capital stock. Such declaration and payment shall
     be at the discretion of the Board of Directors.


          (b) Record Date.  The Board of  Directors  may fix in advance a record
     date for the  purpose  of  determining  stockholders  entitled  to  receive
     payment of any  dividend,  such  record date to be not more than sixty (60)
     days prior to the payment date of such dividend,  or the Board of Directors
     may close the stock  transfer  books for such  purpose  for a period of not
     more than sixty (60) days prior to the payment  date of such  dividend.  In
     the  absence of action by the Board of  Directors,  the date upon which the
     Board of Directors  adopts the resolution  declaring such dividend shall be
     the record date.

          8.2 Reserves.

There may be created by  resolution of the Board of Directors out of the surplus
of the Corporation  such reserve or reserves as the Board of Directors from time
to time, in its  discretion,  think proper to provide for  contingencies,  or to
repair or maintain any property of the  Corporation,  or for such other purposes
as the Board of Directors  shall think  beneficial to the  Corporation,  and the
Board of Directors may modify or abolish any such reserve in the manner in which
it was created.

          8.3 Books and Records.

The Corporation shall maintain correct and complete books and records of account
and shall prepare and maintain  minutes of the proceedings of its  stockholders,
its  Board of  Directors  and each  committee  of its  Board of  Directors.  The
Corporation  shall keep at its registered office or principal place of business,
or at the  office of its  transfer  agent or  registrar,  a record  of  original
issuance of shares  issued by the  Corporation  and a record of each transfer of
those shares that have been presented to the  Corporation  for  registration  or
transfer.  Such records  shall  contain the names and  addresses of all past and
present  stockholders  and the  number  and  class of the  shares  issued by the
Corporation held by each.

          8.4 Annual Statement.

The Board of  Directors  shall  present  at or before  each  annual  meeting  of
stockholders a full and clear statement of the business and financial  condition
of the  Corporation,  including a reasonably  detailed  balance sheet and income
statement under current date.

          8.5 Contracts and Negotiable Instruments.

Except as  otherwise  provided  by law or these  Bylaws,  any  contract or other
instrument  relative to the  business  of the  Corporation  may be executed  and
delivered  in the name of the  Corporation  and on its behalf by the Chairman of
the Board,  the Chief  Executive  Officer,  the Chief  Operating  Officer or the
President of the  Corporation.  The Board of Directors  may  authorize any other
officer or agent of the  Corporation  to enter into any  contract or execute and
deliver  any  contract  in the name and on behalf of the  Corporation,  and such
authority  may be general or  confined  to  specific  instances  as the Board of
Directors  may  determine  by  resolution.  All  bills,  notes,  checks or other
instruments  for the payment of money shall be signed or  countersigned  by such
officer,  officers, agent or agents and in such manner as are permitted by these
Bylaws  and/or as, from time to time,  may be  prescribed  by  resolution of the
Board of Directors.  Unless  authorized to do so by these Bylaws or by the Board
of Directors, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement,  or to pledge its credit, or
to render it liable pecuniarily for any purpose or to any amount.

          8.6 Fiscal Year.

The  fiscal  year of the  Corporation  shall be as  determined  by the  Board of
Directors of the Corporation.

          8.7 Corporate Seal.

The Corporation  seal shall be in such form as may be determined by the Board of
Directors.  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or in any manner reproduced.


                                       22
<PAGE>


          8.8 Resignations.

Any  Director,  officer  or agent may resign  his  office or  position  with the
Corporation  by delivering  written notice thereof to the Chairman of the Board,
the Chief Executive Officer,  the Chief Operating Officer,  the President or the
Secretary. Such resignation shall be effective at the time specified therein, or
immediately upon delivery if no time is specified.  Unless  otherwise  specified
therein, an acceptance of such resignation shall not be a necessary prerequisite
of its effectiveness.

          8.9 Amendment of Bylaws.

These Bylaws may be altered,  amended, or repealed and new Bylaws adopted at any
meeting of the Board of Directors or  stockholders at which a quorum is present,
by the affirmative vote of a majority of the Directors or  stockholders,  as the
case  may  be,  present  at  such  meeting,  provided  notice  of  the  proposed
alteration, amendment, or repeal be contained in the notice of such meeting.

         8.10 Construction.

Whenever  the  context so  requires  herein,  the  masculine  shall  include the
feminine and neuter,  and the singular shall include the plural, and conversely.
If  any  portion  or  provision  of  these  Bylaws  shall  be  held  invalid  or
inoperative,  then, so far as is reasonable  and possible:  (1) the remainder of
these Bylaws shall be considered  valid and  operative,  and (2) effect shall be
given to the intent  manifested  by the  portion or  provision  held  invalid or
inoperative.

         8.11 Telephone Meetings.
Stockholders, Directors or members of any committee may hold any meeting of such
stockholders, Directors or committee by means of conference telephone or similar
communications  equipment which permits all persons participating in the meeting
to hear each other and actions taken at such meetings  shall have the same force
and effect as if taken at a meeting at which  persons were present and voting in
person.  The  Secretary of the  Corporation  shall  prepare a memorandum  of the
action taken at any such telephonic meeting.

          8.12 Table of Contents; Captions.

The table of contents and captions  used in these Bylaws have been  inserted for
administrative  convenience only and do not constitute matter to be construed in
interpretation.

         8.13 Amended and Restated Bylaws.

These Amended and Restated Bylaws  completely  restate,  amend and supersede all
prior  Bylaws  of  the  Corporation  and  the  predecessors-in-interest  of  the
Corporation.

     IN DUE  CERTIFICATION  WHEREOF,  the  undersigned,  being the  Secretary of
AutoCorp  Equities,  Inc.  confirms the  adoption and approval of the  foregoing
Bylaws, effective as of the 1st day of September, 2003.

                                        By:  /s/ Kurt Baker
                                             -----------------------------------
                                             Kurt Baker, Secretary