BYLAWS OF

                               KANAS TELECOM, INC.



                                    ARTICLE I

                                     OFFICES

Section 1         REGISTERED OFFICE

                  The corporation shall maintain a registered office in the
State of Alaska, as required by law.

Section 2.        OTHER OFFICES

                  The corporation may have offices at such other places, both
within the State of Alaska, as the Board of Directors may from time to time or
the business of the corporation may require.

                                   ARTICLE II

               SHAREHOLDERS: MEETING AND VOTING PLACE OF MEETINGS

Section 1.        PLACE OF MEETINGS

                  Meetings of the shareholders shall be held at the principal
office of business of the corporation, or at such other place, either within the
State of Alaska, as the Board of Directors may designate.

Section 2.        ANNUAL MEETING

                  The annual meeting of the shareholders shall be held in the
month of         of each year, at the principal office of the corporation, or at
such other place that the President of the corporation may reasonably designate.
At the annual meeting, the shareholders shall elect, by vote, a Board of
Directors, consider reports of the affairs of the corporation and transact such
other business as may be properly brought before the meeting. In the event that
the annual meeting is not held on the date herein provided for such meeting, the
Directors shall cause a meeting in lieu thereof to be held as soon thereafter as
may be convenient. Such meeting shall be called in the same manner as the annual
meeting, and any business transacted or elections held at such meeting shall be
as valid as if transacted or held at the annual meeting.


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Section 3.        SPECIAL MEETINGS

                  Special meetings of the shareholders may be called by the
President or the Board of Directors and shall be called by the Secretary at the
request in writing of holders of not less than one-tenth of all the shares
entitled to vote at such meeting. Such request shall state the purpose of the
proposed meeting.

Section 4.        NOTICE OF MEETINGS

                  (a) Written or printed notice 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 twenty (20),
nor more than sixty (60), days before the date of the meeting, either
personally, by mail or delivery service, or by facsimile, by or at the direction
of the President, the Secretary or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

                  (b) Notice of any regular or special meeting may be waived by
written consent, whether executed before or subsequent to such meetings. The
attendance of any shareholder in person, or his representation by proxy, at any
regular or special meetings shall be deemed a waiver of the notice hereby
prescribed, except where a shareholder attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

                  (c) When a meeting is adjourned for thirty (30) days or more,
or when a redetermination of the persons entitled to receive notice of the
adjourned meeting is required by law, notice of the adjourned meeting shall be
given as for an original meeting. In all other cases, no notice of the
adjournment or of the business to be transacted at the adjourned meeting need be
given other than by announcement at the meeting at which such adjournment is
taken.

Section 5.        QUORUM

                  (a) At any meeting of the shareholders, the holders of a
majority of the shares entitled to vote being present in person or represented
by proxy, shall constitute a quorum for the transaction of business.
Shareholders may not take any action that would violate the terms of a
Shareholders' Agreement entered into between the Shareholders on or about June
19, 1996.

                  (b) In the absence of a quorum, a majority of those present in
person or represented by proxy may adjourn the meeting from time to time until a
quorum shall attend. Any business which might have been transacted


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at the original meeting may be transacted at the adjourned meeting if a quorum
exists.

                  (c) If a quorum is present, the affirmative vote of a majority
of the shares represented at the meeting shall be the act of the shareholders
unless the vote of a greater number of shares is required by law, the Articles
of Incorporation, or the Shareholders' Agreement entered into between the
Shareholders on or about June 19, 1996.

Section 6.        VOTING OF SHARES

                  a) Each outstanding share is entitled to one vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of a class are limited or denied by the
Articles of Incorporation.

                  (b) A shareholder may vote its shares either in person or by
proxy, executed in writing by the shareholder or by his duly authorized
attorney-in-fact and filed with the Secretary before being voted. Except for
proxies that are irrevocable at law or under a Shareholders' Agreement, no proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.

                  (c) At all elections of Directors, the Shareholders' shall
elect directors pursuant to the terms of the Agreement entered into between the
Shareholders on or about June 19, 1996.

Section 7.        VOTING RIGHTS

                  The persons entitled to receive a notice of, and to vote at,
any shareholders meeting shall be determined from the records of the corporation
on the date of mailing of the notice, or on such other date not more than sixty
(60) nor less than (10) days before such meeting as shall be fixed in advance
by the Board of Directors.

Section 8.        VOTING OF SHARES BY CERTAIN HOLDERS

                  (a) Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such corporation may
prescribe, or, in the absence of such provision, as the Board of Directors of
such corporation may determine.

                  (b) Shares held by any administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall


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be entitled to vote shares held by him without a transfer of such shares into
his name.

                  (c) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
to do so be contained in an appropriate order of the court by which such
receiver was appointed.

                  (d) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

Section 9.        VOTING LISTS

                  The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least twenty (20) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof arranged in alphabetical order, with
the address of, and the number of shares held by each, which list, for a period
of twenty (20) days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to inspection by any
shareholder during the whole time of the meeting. The original stock transfer
book shall be Prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
Failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.

Section 10.       ACTION WITHOUT A MEETING

                  Any action which the law, the Articles of Incorporation, or
the Bylaws require or permit the shareholders to take at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all of the shareholders entitled to vote on the matter. The consent,
which shall have the same effect as a unanimous vote of the shareholders, shall
be filed in the records of minutes of the corporation.

                                   ARTICLE III

                              DIRECTORS: MANAGEMENT

Section 1.        POWERS

                  The business and affairs of the corporation shall be managed
by a Board of Directors which shall exercise, or direct the exercise of, all
corporate powers except to the extent shareholder authorization is required by
law, the Articles of Incorporation or these Bylaws.


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Section 2.        NUMBER

                  The Board of Directors shall consist of four members until the
number be changed by the Board of Directors or the shareholders by amendment of
these Bylaws. No reduction of the number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office. Directors
need not be residents of the State of Alaska nor shareholders of the
corporation.

Section 3.        ELECTION AND TENURE OF OFFICE

                  The Directors shall be elected at the annual meeting of the
shareholders, to serve for one (1) year, or until their successors are elected
and qualified. Their term of office shall begin immediately after election. The
Directors may be removed at any time, and without cause, by a majority vote of
the shareholders; provided, however, that no such removal shall be effective if
the votes cast against such removal would have been sufficient to elect such
Director if then cumulatively voted at an election of the entire Board of
Directors.

Section 4.        VACANCIES

                  (a) A vacancy in the Board of Directors shall exist upon the
death, resignation or removal of any Director.

                  (b) Vacancies in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, pursuant to the provisions of that Shareholders Agreement
entered into by and between the Shareholders of this Corporation on or about May
23, 1996. Each Director so elected shall hold office for the balance of the
unexpired term of his predecessor and until his successor is elected and
qualified.

                  (c) The shareholders may, at any time, elect a Director to
fill any vacancy not filled by the Directors pursuant to the provisions of that
Shareholders Agreement entered into by and between the Shareholders of this
Corporation on or about May 23, 1996, and shall elect the additional Directors
in the event an amendment of the Bylaws is adopted increasing the number of
Directors.

                  (d) If the Board of Directors accepts the resignation of a
Director tendered to take effect at a future time, a successor may be elected to
take office when the resignation becomes effective, pursuant to the provisions
of that Shareholders Agreement entered into by and between the Shareholders of
this Corporation on or about May 23, 1996.


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Section 5.        MEETINGS

                  (a) Meetings of the Board of Directors shall be held at such
place as may be designated from time to time by the Board of Directors or other
such persons calling the meeting.

                  (b) Annual meetings of the Board of Directors shall be held
without notice immediately following the adjournment of the annual meetings of
the shareholders.

                  (c) Special meetings of the Board of Directors for any purpose
or purposes may be called at any time by the President, or in his absence, by
the Vice President, or by any two Directors.

                  (d) The Board of Directors or a committee designated by the
Board may conduct a meeting by communicating simultaneously with each other by
means of conference telephones or similar communications equipment.

Section 6.        NOTICE OF SPECIAL MEETINGS

                  (a) Notice of the time and place of special meetings shall be
given orally or delivered in writing personally, by mail or deliver service, or
facsimile at least 24 hours before the meeting. Notice shall be sufficient if
actually received at the required time or if mailed or sent by facsimile not
less than three (3) days before the meeting. Notice mailed or sent by facsimile
shall be directed to the Directors actual address ascertained by the person
giving the notice.

                  (b) Notice of the time and place of holding of an adjourned
meeting need not be given if such time and place is fixed at the meeting
adjourned.

                  (c) Notice of any special meeting may be waived by written
consent, whether executed before, or subsequent to, such meeting. Attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

Section 7.        QUORUM AND VOTE

                  (a) A majority of the Directors shall constitute a quorum for
the transaction of business. A minority of the Directors, in the absence of a
quorum, may adjourn from time to time but may not transact any business.

                  (b) The action of a majority of the Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors,
unless the act of a greater number is required by law, by the Articles of
Incorporation or these Bylaws.


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Section 8.        DEADLOCK

                  In the event a deadlock occurs about the management of the
Corporation that cannot be resolved, and the deadlock is such that the
corporation could be involuntarily dissolved under the Alaska Corporations Code
or any successor statute, the disputes about the management of the corporation
which created the deadlock shall be submitted to dispute resolution as set forth
in a Shareholders Agreement entered into by and between the parties dated on or
about May 23, 1996.

Section 9.        DIRECTOR EXPENSES

                  The Board of Directors shall adopt by resolution a
reimbursement policy under which the Directors are reimbursed for all reasonable
travel expenses incurred in attending meetings of the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

Section 1.        DESIGNATION: ELECTION: QUALIFICATION

                  (a) The officers of the corporation shall be a President, a
Vice President, a Secretary and a Treasurer and such other officers as the Board
of Directors shall from time to time appoint. The officers shall be elected by,
and serve at the pleasure of, the Board of Directors. Two or more offices,
except the offices of President and Secretary, may be held by the same person.

                  (b) The Board of Directors, at its first meeting after each
annual meeting, shall elect a President, and shall choose a Vice President, a
Secretary and a Treasurer, none of whom need be a member of the Board. No
officer need be a shareholder.

                  (c) The Board of Directors, in its discretion, may elect from
among its members a Chairman of the Board of Directors who, when present, shall
preside at all meetings of the Board of Directors and who shall have such other
powers as the Board may prescribe.

                  (d) Any vacancy occurring in any office of the corporation
shall be filled by the Board of Directors.

Section 2.        COMPENSATION AND TERM OF OFFICE

                  (a) The compensation and term of office of all the officers of
the corporation shall be fixed by the Board of Directors.


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                  (b) Any officer may be removed, either with or without cause,
by action of the Board of Directors.

                  (c) Any officer may resign at any time by giving written
notice to the Board of Directors, the President or the Secretary of the
corporation. Any such resignation shall take effect upon receipt of such notice
or at any later time specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective
provided that the Board of Directors may reject any post-dated resignation by
notice in writing to the resigning officer.

                  (d) This section shall not affect the rights of the
corporation or any officer under any express contract of employment.

Section 3.        PRESIDENT

                  (a) The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
corporation. He shall preside at all meetings of the shareholders and, unless a
chairman of the Board of Directors has been elected and is present, shall
preside at the meetings of the Board of Directors. He shall be ax-officio a
member of all the standing committees, including an executive committee, if any,
shall have the general powers and duties of management usually vested in the
office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.

                  (b) The President shall execute bonds, mortgages and other
contracts requiring a seal, except where required or permitted by law to be
otherwise signed and executed or where the signing and execution thereof shall
be expressly delegated by the Board of Directors to some other officer or agent
of the corporation.

Section 4.        VICE PRESIDENTS

                  The Vice President, or if there shall be more than one, the
Vice Presidents, in the order determined by the Board of Directors, shall, in
the absence or disability of the President, and except as specially limited by
vote of the Board of Directors, perform the duties and exercise the powers of
the President. They shall perform such other duties and shall have such other
powers as prescribed by the Board of Directors.

Section 5.        SECRETARY

                  (a) The Secretary shall attend all meetings of Directors and
shareholders and shall keep, or cause to be kept, a book of minutes of all
meetings of Directors and shareholders showing the time and place of the
meeting, whether it was regular or special, and if special, how authorized, the



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notice given, the names of those present at Directors' meetings, the number of
shares present or represented at shareholders meetings and the proceedings
thereof.

                  (b) The Secretary shall keep, or cause to be kept, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for such shares, and the number and date of
cancellation or certificates surrendered for cancellation.

                  (c) The Secretary shall give, or cause to be given, such
notice of the meetings of the shareholders and of the Board of Directors as is
required by the Bylaws. He shall keep the seal of the corporation and affix it
to all documents requiring a seal, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or the Bylaws.

Section 6.        TREASURER

                  (a) The Treasurer shall have the custody of the corporate
funds, 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.

                  (b) The Treasurer shall disburse funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render the President 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.

Section 7.        ASSISTANTS

                  The Board of Directors may appoint, or authorize the
appointment of, assistants to the Secretary or Treasurer or both. Such
assistants may exercise the power of the Secretary or Treasurer, as the case may
be, and shall perform such duties as are prescribed by the Board of Directors.

Section 8.        GENERAL MANAGER

                  Board of Directors may also appoint, or authorize the
appointment of, a General Manager, who shall hold office at the pleasure of the
Board. The Board of Directors may delegate to the General Manager such executive
powers and authority as they may deem necessary to facilitate the handling and
management of the corporation's property and interests.


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                                    ARTICLE V

                         EXECUTIVE AND OTHER COMMITTEES

                  Subject to law, the provisions of the Articles of
Incorporation and the Bylaws, the Board of Directors may appoint an executive
committee, and such other committees as may be necessary from time to time,
consisting of such number of its members and having such powers as it may
designate. Such committees shall hold office at the pleasure of the Board.

                                   ARTICLE VI

                          CORPORATE RECORDS AND REPORTS

Section 1.        RECORDS

                  The corporation shall maintain adequate and correct books,
records and accounts of its business and properties. All of such books, records
and accounts shall be kept at its place of business as fixed by the Board of
Directors, except as otherwise provided by law.

Section 2.        INSPECTION

                  All books and accounts of the corporation shall be open to
inspection by the shareholders in the manner and to the extent required by law.

Section 3.        CERTIFICATION AND INSPECTION OF BYLAWS

                  The original, or a copy, of the Bylaws and any amendments
thereto, certified by the Secretary, shall be open to inspection by the
shareholders and Directors in the manner and to the extent required by law.

Section 4.        CHECKS, DRAFTS, ETC.

                  All checks, drafts or other orders for payment of money, notes
and other evidences of indebtedness, issued in the name of or payable to the
corporation shall be signed or endorsed by such person or persons and in such
manner as shall be determined by resolution of the Board of Directors.

                                   ARTICLE VII

                       CERTIFICATES AND TRANSFER OF SHARES

Section 1.        CERTIFICATES FOR SHARES

                  (a) Certificates for shares shall be in such form as the Board
of Directors may determine. The certificates shall designate the state in which



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the corporation was incorporated, the name of the record holder of the shares
represented thereby, the number of the certificate, the date of issuance, the
number of shares for which it is issued, the par value, the rights, privileges,
preferences and restrictions of the shares, if any, the provisions as to
redemption or conversion, if any, and shall make reference to any liens or
restrictions upon transfer or voting.

                  (b) Every certificate for shares must be signed by the
President or a Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile thereof If the
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or an employee of the corporation, it may be
authenticated by facsimiles of the signatures of such officers.

Section 2.        REGISTERED SHAREHOLDERS

                  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares for all
purposes, including distribution of dividends, voting and liability for
assessments. The corporation shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

Section 3.        TRANSFER ON BOOKS

                  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the corporation or
transfer agent shall issue a new certificate to the person entitled thereof,
cancel the old certificate and record the transaction on its books.

Section 4.        RESTRICTIONS ON TRANSFER

                  No securities of this corporation or certificates representing
such securities shall be transferred in violation of any law or of any
restriction on such transfer set forth in the Articles of Incorporation or
amendments thereof the Bylaws or Shareholders' Agreement, any buy and sell
agreement, right of first refusal, or other agreement restricting such transfer
which has been filed with the corporation if reference to any such restrictions
is made on the certificates representing such securities. The corporation shall
not be bound by any restriction not so filed and noted. The corporation may rely
in good faith upon the opinion of its counsel as to such legal or contractual
violation with respect to any such restrictions unless the issue has been
finally determined by a court of competent jurisdiction. The corporation, and
any party to any such agreement, shall have the right to have a restrictive
legend imprinted upon any such certificate and any certificates issued in
replacement or exchange therefor or with respect thereto.


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Section 5         LOST, STOLEN OR DESTROYED CERTIFICATES

                  In the event a certificate is represented to be lost, stolen
or destroyed, a new certificate shall be issued in place thereof upon proof of
the loss, theft or destruction and upon the giving of such bond or other
security as may be required by the Board of Directors.

Section 6.        TRANSFER AGENTS AND REGISTRARS

                  The Board of Directors may from time to time appoint one or
more transfer agents and one or more registrars for the shares of the
corporation who shall have such powers and duties as the Board of Directors
shall specify.

Section 7.        CLOSING STOCK TRANSFER BOOKS

                  (a) The Board of Directors may close the transfer books for a
stated period not exceeding sixty (60) days to determine the shareholders
entitled to notice of or to vote at a meeting of shareholders, or entitled to
receive payment of a dividend, or in order to make a determination of
shareholders for any proper purpose. If the stock transfer books are closed to
determine shareholders entitled to notice of or to vote at a meeting of
shareholders, they shall be closed for at least twenty (20) days immediately
preceding the meeting.

                  (b) In lieu of closing the stock transfer books, the Board of
Directors may fix, in advance, a date as the record date for the determination
of shareholders. This record date shall not be more than sixty (60) days and, in
case of a meeting of shareholders, not less than twenty (20) days before the
date on which the particular action requiring the determination of shareholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring the dividend is adopted is,
as the case may be, the record date for the determination of shareholders.

                                  ARTICLE VIII

                          DIVIDENDS AND WORKING CAPITAL

Section 1.        DIVIDENDS

                  Dividends may be declared by the Board of Directors from time
to time out of the surplus or net profits of the corporation and shall be
payable at such time or times as the Board of Directors shall determine, subject
to preferences and provisions set forth in the Articles of Incorporation and
statutes.


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Section 2.        WORKING CAPITAL

         Before the payment of any dividends or the making or any distributions
of the net profits, there may be set aside out of the net profits of the
corporation such sum or sums as the Directors may from time to time, in their
discretion, think proper, as a working capital or as a reserve fund to meet
contingencies. Subject to the terms of any Shareholders' Agreement, the Board of
Directors may, from time to time, increase, diminish or vary such capital or
such reserve fund in their judgment and discretion.

                                   ARTICLE IX

                               GENERAL PROVISIONS

Section 1.        FISCAL YEAR

                  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

Section 2.        SEAL

                  The corporate seal shall be circular in form, and shall have
inscribed thereon the name of the corporation and the words "Corporate Seal" and
"State of Alaska."

Section 3.        AMENDMENT OF BYLAWS

                  (a) Except as otherwise provided by law, the Board of
Directors may amend or repeal these Bylaws or adopt new Bylaws.

                  (b) Whenever an amendment or new bylaw is adopted, it shall be
copied in the minute book with the original Bylaws in the appropriate place. If
any bylaw is repealed, the fact of repeal and the date on which the repeal
occurred shall be stated in such book and place.

Section 4.        INDEMNIFICATION

                  (a) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person is or was a director or
an officer of the corporation against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding to the
fullest extent and in the manner set forth in and permitted by, and subject to
the limitations and conditions precedent imposed by, the Alaska Corporations
Code, as amended, and any other applicable law, if any, as from time to time in
effect. Such right of indemnification shall not be deemed


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exclusive of any other rights to which directors of officers may be entitled
apart from the foregoing provision. The foregoing provisions of this subsection
(a) and the relevant provisions of the Alaska Corporations Code and other
applicable law, if any, are in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing, with respect to any
state of facts then or theretofore existing, or any action, suit or proceedings
theretofore, or thereafter brought or threatened based in whole or in part upon
such state of facts.

                  (b) Subject to the discretion of the board of directors, the
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative, by reason
of the fact that such person is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding to the extent and in the manner
set forth in and permitted by, and subject to the limitations and conditions
precedent imposed by, the Alaska Corporations Code, as amended, and any other
applicable law, if any, as from time to time in effect. Such right of
indemnification shall not be deemed exclusive of any other rights to which any
such person may be entitled apart from the foregoing provisions.

                  (c) Notwithstanding any other provisions of subsections (a)
and (b), of this Section, if a Director, officer, employee or agent of the
corporation is successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) or (b) of this Section, or in
the defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees), actually and
reasonably incurred by such person in connection with the defense.

                  (d) At the discretion of the Board of Directors, the
corporation may purchase and maintain insurance on behalf of any person who is
or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him/her and incurred by
him/her in any such capacity or arising out of his/her status as such, whether
or not the corporation would have the power to indemnify him/her against such
liability under the provisions of this article.

Section 5.        CONFLICT OF INTEREST TRANSACTIONS

                  No contract or transaction of the corporation shall be void or
voidable by reason of the interest a shareholder may have in such contract or
transaction, or by reason of the fact that one or more of the corporation's


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officers, directors or agents who negotiated or participated in or approved of
such transactions also holds a position as officer, director or agent with the
other party to the contract or transaction. Such contracts or transactions shall
be valid and binding on the corporation so long as: (1) each contract or
transaction is duly approved by the Board of Directors of this corporation
without counting the vote of any common director, although such common director
may be present at the meeting and counted for purposes of a quorum; (2) the
interest of the shareholder in the contract or transaction, or the position of
the officer, director or agent with the other party to the contract or
transaction, is disclosed to or otherwise known to the Board of Directors; and
(3) the material facts of the contract or other transaction are disclosed to or
otherwise known to the Board of Directors. `Where a common director's vote is
necessary to the entering of such contract or transaction, the contract or
transaction shall not be void or voidable if it is fair to this corporation or
its shareholders at the time it is authorized or approved.

                  ADOPTED THIS 18th day of June 1996.



                                             /s/
                                             Patrick M. Anderson
                                             It's President


Reviewed and approved for entry this 18th day of June, 1996.



/s/
Patrick M. Anderson, Director


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