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EX-3.8            BY-LAWS










                                     BY-LAWS


                                       OF


                             POWER EXPLORATION, INC.


                         INCORPORATED UNDER THE LAWS OF


                               THE STATE OF NEVADA


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                                     BY-LAWS
                                       OF
                             POWER EXPLORATION, INC.
                              A Nevada Corporation

                               ARTICLE I - OFFICES

The registered office of the Corporation in the State of Nevada shall be located
in the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Nevada as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings: (Chapter 78.310)

The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors.

Section 2 - Special Meetings: (Chapter 78.310)

Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.

Section 3 - Place of Meetings: (Chapter 78.310)

Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Nevada.

Section 4 - Notice of Meetings: (Section 78.370)

(a)  Written or printed notice of each meeting of shareholders, whether annual
     or special, signed by the president, vice president or secretary, stating
     the time when and place where it is to be held, as well as the purpose or
     purposes for which the meeting is called, shall be served either personally
     or by mail, by or at the direction of the president, the secretary, or the
     officer or the person calling the meeting, not less than ten or more than
     sixty days before the date of the meeting, unless the lapse of the

--------------------------------------------------------------------------------

*Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those sections contained in Title 78 of the Nevada Private Corporations
Law.

prescribed time shall have been waived before or after the taking of such
action, upon each shareholder of record entitled to vote at such meeting, and to
any other shareholder to whom the giving of notice may be required by law. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, addressed to the shareholder as it appears on the share transfer
records of the Corporation or to the current address, which a shareholder has
delivered to the Corporation in a written notice.

(b)  Further notice to a shareholder is not required when notice of two
     consecutive annual meetings, and all notices of meetings or of the taking
     of action by written consent without a meeting to him or her during the
     period between those two consecutive annual meetings; or all, and at least
     two payments sent by first-class mail of dividends or interest on
     securities during a 12-month period have been mailed addressed to him or
     her at his or her address as shown on the records of the Corporation and
     have been returned undeliverable.



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Section 5 - Quorum: (Section 78.320)

(a)   Except as otherwise provided herein, or by law, or in the Articles of
      Incorporation (such Articles and any amendments thereof being hereinafter
      collectively referred to as the "Articles of Incorporation"), a quorum
      shall be present at all meetings of shareholders of the Corporation, if
      the holders of a majority of the shares entitled to vote on that matter
      are represented at the meeting in person or by proxy.

(b)   The subsequent withdrawal of any shareholder from the meeting, after the
      commencement of a meeting, or the refusal of any shareholder represented
      in person or by proxy to vote, shall have no effect on the existence of a
      quorum, after a quorum has been established at such meeting.

(c)   Despite the absence of a quorum at any meeting of shareholders, the
      shareholders present may adjourn the meeting.

Section 6 - Voting and Acting: (Section 78.320 & 78.350)

(a)  Except as otherwise provided by law, the Articles of Incorporation, or
     these Bylaws, any corporate action, the affirmative vote of the majority of
     shares entitled to vote on that matter and represented either in person or
     by proxy at a meeting of shareholders at which a quorum is present, shall
     be the act of the shareholders of the Corporation.

(b)  Except as otherwise provided by statute, the Certificate of Incorporation,
     or these bylaws, at each meeting of shareholders, each shareholder of the
     Corporation entitled to vote thereat, shall be entitled to one vote for
     each share registered in his name on the books of the Corporation.

(c)  Where appropriate communication facilities are reasonably available, any or
     all shareholders shall have the right to participate in any shareholders'
     meeting, by means of conference telephone or any means of communications by
     which all persons participating in the meeting are able to hear each other.

Section 7 - Proxies: (Section 78.355)

Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the shareholder. If it is determined that
the telegram, cablegram or other electronic transmission is valid, the persons
appointed by the Corporation to count the votes of shareholders and determine
the validity of proxies and ballots or other persons making those determinations
must specify the information upon which they relied. No proxy shall be valid
after the expiration of six months from the date of its execution, unless
otherwise provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the Corporation.
If any shareholder designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is present, then that one
has and may exercise all of the powers conferred by the shareholder upon all of
the persons so designated unless the shareholder provides otherwise.

Section 8 - Action Without a Meeting: (Section 78.320)

Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written consents must be filed
with the minutes of the proceedings of the shareholders of the Corporation.


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                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications: (Section 78.115, 78.330)

(a)   The first Board of Directors and all subsequent Boards of the Corporation
      shall consist of ( ), unless and until otherwise determined by vote of a
      majority of the entire Board of Directors. The Board of Directors or
      shareholders all have the power, in the interim between annual and special
      meetings of the shareholders, to increase or decrease the number of
      Directors of the Corporation. A Director need not be a shareholder of the
      Corporation unless the Certificate of Incorporation of the Corporation or
      these Bylaws so require.

(b)   Except as may otherwise be provided herein or in the Articles of
      Incorporation, the members of the Board of Directors of the Corporation
      shall be elected at the first annual shareholders' meeting and at each
      annual meeting thereafter, unless their terms are staggered in the
      Articles of Incorporation of the Corporation or these Bylaws, by a
      plurality of the votes cast at a meeting of shareholders, by the holders
      of shares entitled to vote in the election.

(c)   The first Board of Directors shall hold office until the first annual
      meeting of shareholders and until their successors have been duly elected
      and qualified or until there is a decrease in the number of Directors.
      Thereinafter, Directors will be elected at the annual meeting of
      shareholders and shall hold office until the annual meeting of the
      shareholders next succeeding his election, unless their terms are
      staggered in the Articles of Incorporation of the Corporation (so long as
      at least one-fourth in number of the Directors of the Corporation are
      elected at each annual shareholders' meeting) or these Bylaws, or until
      his prior death, resignation or removal. Any Director may resign at any
      time upon written notice of such resignation to the Corporation.

(d)   All Directors of the Corporation shall have equal voting power unless the
      Articles of Incorporation of the Corporation provide that the voting power
      of individual Directors or classes of Directors are greater than or less
      than that of any other individual Directors or classes of Directors, and
      the different voting powers may be stated in the Articles of Incorporation
      or may be dependent upon any fact or event that may be ascertained outside
      the Articles of Incorporation if the manner in which the fact or event may
      operate on those voting powers is stated in the Articles of Incorporation.
      If the Articles of Incorporation provide that any Directors have voting
      power greater than or less than other Directors of the Corporation, every
      reference in these Bylaws to a majority or other proportion of Directors
      shall be deemed to refer to majority or other proportion of the voting
      power of all the Directors or classes of Directors, as may be required by
      the Articles of Incorporation.

Section 2 - Duties and Powers: (Section 78.120)

The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interest of the Corporation, any may
exercise all powers of the Corporation, except such as those stated under Nevada
state law, are in the Articles of Incorporation or by these Bylaws, expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.

Section 3 - Regular Meetings; Notice: (Section 78.310)

(a)  A regular meeting of the Board of Directors shall be held either within or
     without the State of Nevada at such time and at such place as the Board
     shall fix.

(b)  No notice shall be required of any regular meeting of the Board of
     Directors and, if given, need not specify the purpose of the meeting;
     provided, however, that in case the Board of Directors shall fix or change
     the time or place of any regular meeting when such time and place was fixed
     before such change, notice of such action shall be given to each director
     who shall not have been present at the meeting at which such action was
     taken within the time limited, and in the manner set forth in these Bylaws
     with respect to special meetings, unless such notice shall be waived in the
     manner set forth in these Bylaws.


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Section 4 - Special Meetings; Notice: (Section 78.310)

(a)   Special meetings of the Board of Directors shall be held at such time and
      place as may be specified in the respective notices or waivers of notice
      thereof.

(b)   Except as otherwise required statute, written notice of special meetings
      shall be mailed directly to each Director, addressed to him at his
      residence or usual place of business, or delivered orally, with sufficient
      time for the convenient assembly of Directors thereat, or shall be sent to
      him at such place by telegram, radio or cable, or shall be delivered to
      him personally or given to him orally, not later than the day on which the
      meeting is to be held. If mailed, the notice of any special meeting shall
      be deemed to be delivered on the second day after it is deposited in the
      United States mails, so addressed, with postage prepaid. If notice is
      given by telegram, it shall be deemed to be delivered when the telegram is
      delivered to the telegraph company. A notice, or waiver of notice, except
      as required by these Bylaws, need not specify the business to be
      transacted at or the purpose or purposes of the meeting.

(c)   Notice of any special meeting shall not be required to be given to any
      Director who shall attend such meeting without protesting prior thereto or
      at its commencement, the lack of notice to him, or who submits a signed
      waiver of notice, whether before or after the meeting. Notice of any
      adjourned meeting shall not be required to be given.

Section 5 - Chairperson:

The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.

Section 6 - Quorum and Adjournments: (Section 78.315)

(a)  At all meetings of the Board of Directors, or any committee thereof, the
     presence of a majority of the entire Board, or such committee thereof,
     shall constitute a quorum for the transaction of business, except as
     otherwise provided by law, by the Certificate of Incorporation, or these
     Bylaws.

(b)  A majority of the directors present at the time and place of any regular or
     special meeting, although less than a quorum may adjourn the same from time
     to time without notice, whether or not a quorum exists. Notice of such
     adjourned meeting shall be given to Directors not present at time of the
     adjournment and, unless the time and place of the adjourned meeting are
     announced at the time of the adjournment, to the other Directors who were
     present at the adjourned meeting.

Section 7 - Manner of Acting: (Section 78.315)

(a)  At all meetings of the Board of Directors, each director present shall have
     one vote, irrespective of the number of shares of stock, if any, which he
     may hold.

(b)  Except as otherwise provided by law, by the Articles of Incorporation, or
     these bylaws, action approved by a majority of the votes of the Directors
     present at any meeting of the Board or any committee thereof, at which a
     quorum is present shall be the act of the Board of Directors or any
     committee thereof.

(c)  Any action authorized in writing made prior or subsequent to such action,
     by all of the Directors entitled to vote thereon and filed with the minutes
     of the Corporation shall be the act of the Board of Directors, or any
     committee thereof, and have the same force and effect as if the same had
     been passed by unanimous vote at a duly called meeting of the Board or
     committee for all purposes

(d)  Where appropriate communications facilities are reasonably available, any
     or all directors shall have the right to participate in any Board of
     Directors meeting, or a committee of the Board of Directors meeting, by
     means of conference telephone or any means of communications by which all
     persons participating in the meeting are able to hear each other.




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Section 8 - Vacancies:  (Section 78.335)

(a)   Unless otherwise provided for by the Articles of Incorporation of the
      Corporation, any vacancy in the Board of Directors occurring by reason of
      an increase in the number of directors, or by reason of the death,
      resignation, disqualification, removal or inability to act of any
      director, or other cause, shall be filled by an affirmative vote of a
      majority of the remaining directors, though less than a quorum of the
      Board or by a sole remaining Director, at any regular meeting or special
      meeting of the Board of Directors called for that purpose except whenever
      the shareholders of any class or classes or series thereof are entitled to
      elect one or more Directors by the Certificate of Incorporation of the
      Corporation, 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.

(b)   Unless otherwise provided for by law, the Articles of Incorporation or
      these Bylaws, when one or more Directors shall resign from the board and
      such resignation is effective at a future date, a majority of the
      directors, then in office, including those who have so resigned, shall
      have the power to fill such vacancy or vacancies, the vote otherwise to
      take effect when such resignation or resignations shall become effective.

Section 9 - Resignation: (Section 78.335)

A Director may resign at any time by giving written notice of such resignation
to the Corporation.

Section 10 - Removal: (Section 78.335)

Unless otherwise provided for by the Articles of Incorporation, one or more or
all the Directors of the Corporation may be removed with or without cause at any
time by a vote of two-thirds of the shareholders entitled to vote thereon, at a
special meeting of the shareholders called for that purpose, unless the Articles
of Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that Director.

Section 11 - Compensation:  (Section 78.140)

The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.

Section 12 - Committees: (Section 78.125)

Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.

                              ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:
(Section 78.130)

(a)  The Corporation's officers shall have such titles and duties as shall be
     stated in these Bylaws or in a resolution of the Board of Directors which
     is not inconsistent with these Bylaws. The officers of the Corporation
     shall consist of a president, secretary and treasurer, and also may have
     one or more vice presidents, assistant 


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      secretaries and assistant treasurers and such other officers as the Board
      of Directors may from time to time deem advisable. Any officer may hold
      two or more offices in the Corporation.

(b)   The officers of the Corporation shall be elected by the Board of Directors
      at the regular annual meeting of the Board following the annual meeting of
      shareholders.

(c)   Each officer shall hold office until the annual meeting of the Board of
      Directors next succeeding his election, and until his successor shall have
      been duly elected and qualified, subject to earlier termination by his or
      her death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Corporation.

Section 3 - Removal:

Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer.

Section 4 - Vacancies:

(a)   A vacancy, however caused, occurring in the Board and any newly created
      Directorships resulting from an increase in the authorized number of
      Directors may be filled by the Board of Directors.

Section 5 - Bonds:

The Corporation may require any or all of its officers or Agents to post a bond,
or otherwise, to the corporation for the faithful performance of their positions
or duties.

Section 6 - Compensation:

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

                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         (a) Contracts. The Board of Directors or Executive Committee may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances. A proxy to vote any shares of another corporation, held by the
corporation, shall have the approval of the Board of Directors before said proxy
shall be issued.

         (b) Loans. No loan or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated or transferred as security for the
payment of any loan, advance, indebtedness of liability of the corporation
unless and except as authorized by the Board, upon evidence of indebtedness of
the corporation shall be signed by an officer or officers or such agent or
agents of the corporation and in such manner as the Board of Directors or
Executive Committee from time to time may determine. Endorsements for deposit to
the credit of the corporation in any of its duly authorized depositories shall
be made in such manner as the Board of Directors from time to time may
determine.


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                          ARTICLE VI - SHARES OF STOCK

Section 1 - Certificate of Stock: (Section 78.235)

(a)   The shares of the Corporation shall be represented by certificates or
      shall be uncertificated shares.

(b)   Certificated shares of the Corporation shall be signed, (either manually
      or by facsimile), by officers or agents designated by the Corporation for
      such purposes, and shall certify the number of shares owned by him in the
      Corporation. Whenever any certificate is countersigned or otherwise
      authenticated by a transfer agent or transfer clerk, and by a registrar,
      then a facsimile of the signatures of the officers or agents, the transfer
      agent or transfer clerk or the registrar of the Corporation may be printed
      or lithographed upon the certificate in lieu of the actual signatures. If
      the Corporation uses facsimile signatures of its officers and agents on
      its stock certificates, it cannot act as registrar of its own stock, but
      its transfer agent and registrar may be identical if the institution
      acting in those dual capacities countersigns or otherwise authenticates
      any stock certificates in both capacities. If any officer who has signed
      or whose facsimile signature has been placed upon such certificate, shall
      have ceased to be such officer before such certificate is issued, it may
      be issued by the Corporation with the same effect as if he were such
      officer at the date of its issue.

(c)   If the Corporation issues uncertificated shares as provided for in these
      Bylaws, within a reasonable time after the issuance or transfer of such
      uncertificated shares, and at least annually thereafter, the Corporation
      shall send the shareholder a written statement certifying the number of
      shares owned by such shareholder in the Corporation.

(d)   Except as otherwise provided by law, the rights and obligations of the
      holders of uncertificated shares and the rights and obligations of the
      holders of certificates representing shares of the same class and series
      shall be identical.

Section 2 - Lost or Destroyed Certificates: (Section 104.8405)

The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:

      (a)   so requests before the Corporation has notice that the shares have
            been acquired by a bona fide purchaser,

      (b)   files with the Corporation a sufficient indemnity bond; and

      (c)   satisfies such other requirements, including evidence of such loss,
            theft or destruction, as may be imposed by the Corporation.

Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)

(a)   Transfers or registration of transfers of shares of the Corporation shall
      be made on the stock transfer books of the Corporation by the registered
      holder thereof, or by his attorney duly authorized by a written power of
      attorney; an in the case of shares represented by certificates, only after
      the surrender to the Corporation of the certificates representing such
      shares with such shares properly endorsed, with such evidence of the
      authenticity of such endorsement, transfer, authorization and other
      matters as the Corporation may reasonably require, and the payment of all
      stock transfer taxes due thereon.

(b)   The Corporation shall be entitled to treat the holder of record of any
      share or shares as the absolute owner thereof for all purposes and,
      accordingly, shall not be bound to recognize any legal, equitable or other
      claim to, or interest in, such share or shares on the part of any other
      person, whether or not it shall have express or other notice thereof,
      except as otherwise expressly provided by law.

Section 4 - Record Date: (Section 78.215 & 78.350)

(a)   The Board of Directors may fix, in advance, which shall not be more than
      sixty days before the meeting or action requiring a determination of
      shareholders, as the record date for the determination of shareholders


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      entitled to receive notice of, or to vote at, any meeting of shareholders,
      or to consent to any proposal without a meeting, or for the purpose of
      determining shareholders entitled to receive payment of any dividends, or
      allotment of any rights, or for the purpose of any other action. If no
      record date is fixed, the record date for shareholders entitled to notice
      of meeting shall be at the close of business on the day preceding the day
      on which notice is given, or, if no notice is given, the day on which the
      meeting is held, or if notice is waived, at the close of business on the
      day before the day on which the meeting is held.

(b)   The Board of Directors may fix a record date, which shall not precede the
      date upon which the resolution fixing the record date is adopted for
      shareholders entitled to receive payment of any dividend or other
      distribution or allotment of any rights of shareholders entitled to
      exercise any rights in respect of any change, conversion or exchange of
      stock, or for the purpose of any other lawful action.

(c)   A determination of shareholders entitled to notice of or to vote at a
      shareholders' meeting is effective for any adjournment of the meeting
      unless the Board of Directors fixes a new record date for the adjourned
      meeting.

Section 5 - Fractions of Shares/Scrip: (Section 78.205)

The Board of Directors may authorize the issuance of certificates or payment of
money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in case of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the manual or facsimile signature or
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of shareholder, except as therein provided. The
scrip may contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as provided on the scrip are
deemed to be treasury shares unless the scrip contains other provisions for
their disposition.

                ARTICLE VII - DIVIDENDS (Section 78.215 & 78.288)

(a)   Dividends may be declared and paid out of any funds available therefor, as
      often, in such amounts, and at such time or times as the Board of
      Directors may determine and shares may be issued pro rata and without
      consideration to the Corporation's shareholders or to the shareholders of
      one or more classes or series.

(b)   Shares of one class or series may not be issued as a share dividend to
      shareholders of another class or series unless:

      (i)   so authorized by the Articles of Incorporation;

      (ii)  a majority of the shareholders of the class or series to be issued
            approve the issue; or 

      (iii) there are not outstanding shares of the class or series of shares
            that are authorized to be issued.

                                  ARTICLE VIII
                                 INDEMNIFICATION

      (a)   Indemnification. No officer or Director shall be personally liable
            for any obligations of the corporation or for any duties or
            obligations arising out of any acts or conduct of said officer or
            Director performed for or on behalf of the corporation. The
            corporation shall and does hereby indemnify and hold harmless each
            person and his heirs and administrators who shall serve at any time
            hereafter as a Director of officer of the corporation from and
            against any and all claims., judgments and liabilities to which such
            persons shall become subject by reason of his having heretofore or
            hereafter been a Director or officer of the corporation, or by
            reason of any action alleged to have been heretofore or hereafter
            taken or omitted to have been taken by him as such Director or
            officer, and shall reimburse such person for all legal and other
            expenses reasonably 


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            incurred by him in connection with any such claim or liability,
            including power to defend such person from all suits or claims as
            provided for under the provisions of the Nevada Uniform Commercial
            Code and or Nevada Corporate Law; provided, however, that no such
            person shall be indemnified against, or be reimbursed for, any
            expense incurred in connection with any claim or liability arising
            out of his own negligence or willful misconduct. The rights accruing
            to any person under the foregoing provisions of this section shall
            not exclude any other right to which he may lawfully be entitled,
            nor shall anything herein contained restrict the right of the
            corporation to indemnify or reimburse such person in any proper
            case, even though not specifically herein provided for. The
            corporation, its directors, officers, employees and agents shall be
            fully protected in taking any action or making any payment, or in
            refusing so to do in reliance upon the advice of counsel.

      (b)   Other Indemnification. The indemnification herein provided shall not
            be deemed exclusive of any other rights to those seeking
            indemnification may be entitled under any bylaw, agreement, vote of
            stockholders or disinterested directors, or otherwise, both as to
            action in his official capacity and as to action in another capacity
            while holding such office, and shall continue as to a person who has
            ceased to be a director, officer, agent or employee, and shall inure
            to the benefit of the heirs, executors and administrators of such
            person.

      (c)   Insurance. The corporation may purchase and maintain insurance on
            behalf of any person who is or was a director, officer or employee
            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 liability asserted against him and incurred by him in any
            such capacity, or arising out of his status as such, whether or not
            the corporation would have the power to indemnify him against
            liability under the provisions of this section.

      (d)   Settlement by the Corporation. The right of any person to be
            indemnified shall be subject always to the right of the corporation
            by its Board of Directors, in lieu of such indemnity, to settle any
            such claim, action, suit or proceeding at the expense of the
            corporation by the payment of the amount of such settlement and the
            costs and expenses incurred in connection therewith.

                            ARTICLE IX - FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.

                   ARTICLE X- CORPORATE SEAL (Section 78.065)

The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.

                             ARTICLE XI - AMENDMENTS

Section 1 - By Shareholders:

All Bylaws of the corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.

Section 2 - By Directors: (Section 78.120)

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, Bylaws of the Corporation.



                                       10
<PAGE>   11

                ARTICLE XII - WAIVER OF NOTICE: (Section 78.375)

Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.

              ARTICLE XIII - INTERESTED DIRECTORS: (Section 78.140)

No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if:

         (a)  the material facts as to his, her or their relationship or
              interest and as to the contract or transaction are disclosed or
              are known to the Board of Directors or the committee and are noted
              in the minutes of such meeting, and the Board or committee in good
              faith authorizes the contract or transaction by the affirmative
              votes of a majority of the disinterested Directors, even though
              the disinterested Directors be less than a quorum; or

         (b)  the material facts as to his, her or their relationship or
              relationships or interest or interests and as to the contract or
              transaction are disclosed or are known to the shareholders
              entitled to vote thereon, and the contract or transaction is
              specifically approved in good faith by vote of the shareholders;
              or

         (c)  the contract or transaction is fair as to the Corporation as of
              the time it is authorized, approved or ratified, by the Board of
              Directors, a committee of the shareholders; or

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

Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.

     ARTICLE XIV - ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT:
                           (Section 788.150 & 78.165)

The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary,
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.

These By-Laws are hereby adopted by this corporation effective this 1st day of
June, 1998.




(SEAL)
                                         ----------------------------------
                                         Guy Pyron
                                         President, CEO and Director



                                         ----------------------------------
                                         Joe Bill Bennett
                                         Vice President and Director



                                         ----------------------------------
                                         Mark S. Zouvas
                                         Secretary and CFO



                                         ----------------------------------
                                         M. O. Rife, III
                                         Chairman of the Board and Director



                                         ----------------------------------
                                         Jack Gallacher
                                         Director



                                         ----------------------------------
                                         Thom Schliem
                                         Director