AMENDED AND RESTATED BYLAWS

                                       OF

                           STATMON TECHNOLOGIES CORP.

                           (AS OF AUGUST ____, 2004)


                                   ARTICLE I
                                    OFFICES

1.    Registered Office.

The registered office of Statmon Technologies Corp. (the "Corporation") shall be
in the City of Reno, County of Washoe, State of Nevada.

2.    Other Offices.

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

                                   ARTICLE II
                                  SHAREHOLDERS

1.    Annual Meeting.

The annual  meeting of the  stockholders  shall be held on the  fifteenth day of
August of each  year,  or if that day is a legal  holiday,  then on the next day
thereafter  which is not a legal holiday,  or at such other date as the Board of
Directors  shall  determine,  for the purpose of electing  Directors and for the
transaction of such other  business as may properly come before the meeting.  If
the  election  of  Directors  is not held on the day  designated  herein for any
annual meeting of the stockholders,  or any adjournment  thereof,  the Directors
shall cause the election to be held at a special meeting of the  stockholders as
soon thereafter as convenient.

2.    Special Meetings.

Special  meetings of the stockholders may be called for any purpose or purposes,
unless otherwise  prescribed by statute,  at any time by the Board of Directors,
Chairman of the Board or the  President,  or otherwise as provided by the Nevada
General  Corporation Law. In no event,  however,  shall a special meeting of the
stockholders be held on any matter that is the subject of pending  litigation to
which the Corporation is a party.

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3.    Place of Meetings.

Annual and special meetings of the  stockholders  shall be held at such time and
place  within or without the State of Nevada as shall be stated in the notice of
the  meeting,  or in the event of a waiver of  notice of such  meeting,  in such
waiver of notice.

4.    Notice of Meeting.

Written notice stating the place,  date 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  to each  stockholder  of  record  entitled  to vote at such
meeting  not less than ten (10) nor more than sixty (60) days before the date of
the  meeting.  Notice may be  delivered  either  personally  or by first  class,
certified or registered  mail, by an officer of the Corporation at the direction
of the person or persons calling the meeting. If mailed,  notice shall be deemed
to be  delivered  when  mailed to the  stockholders  at his or her address as it
appears on the stock transfer books of the Corporation. Additionally, any notice
to stockholders  given by the Corporation  shall be effective if given by a form
of electronic  transmission  consented to by the  stockholder  to whom notice is
given.  Notice need not be given of an  adjourned  meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken, provided
that such  adjournment  is for less than thirty  (30) days and further  provided
that a new  record  date is not fixed for the  adjourned  meeting,  in either of
which events,  written  notice of the  adjourned  meeting shall be given to each
stockholder  of  record  entitled  to  vote at such  meeting.  At any  adjourned
meeting,  any business may be transacted which might have been transacted at the
meeting as originally noticed. A written waiver of notice,  whether given before
or after the meeting to which it relates,  shall be  equivalent to the giving of
notice of such meeting to the stockholder or  stockholders  signing such waiver.
Attendance of a stockholder at a meeting shall  constitute a waiver of notice of
such meeting,  except when the  stockholder  attends for the express  purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

5.    Fixing Date for Determination of Shareholders Record.

In order that the Corporation may determine the stockholders  entitled to notice
of and to vote at any meeting of stockholders or any adjournment  thereof, or to
express consent to corporate action in writing without a meeting,  or to receive
payment of any dividend or other  distribution or allotment of any rights, or to
exercise any rights in respect of any other  change,  conversion  or exchange of
stock or for the purpose of any other lawful action,  the Board of Directors may
fix in advance a record  date,  which shall not be more than sixty (60) nor less
than ten (10) days prior to the date of such meeting or such action, as the case
may  be.  If the  Board  has  not  fixed  a  record  date  for  determining  the
stockholders entitled to notice of and to vote at a meeting of stockholders, the
record date shall be at four o'clock in the  afternoon on the day before the day
on which notice is given,  or if notice is waived,  at the  commencement  of the
meeting.  If the  Board  has  not  fixed  a  record  date  for  determining  the
stockholders  entitled to express consent to corporate action in writing without
a  meeting,  the  record  date  shall be the time of the day on which  the first
written  consent  is served on the  Corporation  in the manner  provided  by the
Nevada  General  Corporation  Law.  If the Board has not fixed a record date for
determining  stockholders for any other purpose, the record date shall be at the
close of business  on the day before the Board  adopts the  resolution  relating
thereto.  A determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders  shall apply to any adjournment of the meeting
if such  adjournment or adjournments do not exceed thirty days in the aggregate;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

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6.    Record of Stockholders.

The Secretary or other officer  having charge of the stock transfer books of the
Corporation  shall  make,  or  cause  to be  made,  a  complete  record  of  the
stockholders  entitled to vote at a meeting of  stockholders  or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each stockholder.  Such record shall be produced and kept open at
the time and place of the  meeting  and shall be  subject to  inspection  by the
stockholders  during the entire time of the meeting  for the  purposes  thereof.
Failure to comply with the  requirements  of this Section 6, however,  shall not
affect the validity of any action taken at any such meeting.

7.    Quorum and Manner of Acting.

At any meeting of the stockholders,  the presence, in person or by proxy, of the
holders of a majority of the outstanding stock entitled to vote shall constitute
a quorum,  except as otherwise  provided by the Nevada General  Corporation Law.
All shares  represented  and entitled to vote on any single subject matter which
may be brought  before the meeting  shall be counted for quorum  purposes.  Only
those shares  entitled to vote on a particular  subject  matter shall be counted
for the purpose of voting on that subject matter. Business may be conducted once
a quorum is present and may continue to be conducted until adjournment sine die,
notwithstanding the withdrawal or temporary absence of stockholders leaving less
than a quorum.  Except as otherwise  provided in the Nevada General  Corporation
Law,  the  affirmative  vote of the holders of a majority of the shares of stock
then represented at the meeting and entitled to vote on the subject matter under
consideration shall be the act of the stockholders;  provided,  however, that if
the  shares of stock  then  represented  are less than the  number  required  to
constitute a quorum,  the  affirmative  vote must be such as would  constitute a
majority  if a quorum were  present,  except  that the  affirmative  vote of the
holders of a majority of the shares of stock then present is  sufficient  in all
cases to adjourn a meeting.

8.    Voting of Shares of Stock.

Each stockholder shall be entitled to one vote or corresponding fraction thereof
for each share of stock or fraction  thereof  standing in his or her name on the
books of the  Corporation  on the record date. A stockholder  may vote either in
person or by valid proxy executed in writing or transmitted as permitted by law,
including   without   limitation,   electronically,   via  telegram,   internet,
interactive  voice response  system,  or other means of electronic  transmission
executed  or  authorized  by the  stockholder  or by his or her duly  authorized
attorney in fact, but no such proxy shall be voted or acted upon after three (3)
years  from the date of its  execution  unless the proxy  provides  for a longer
period.  Any proxy transmitted  electronically  shall set forth such information
from which it can be determined that such electronic transmission was authorized
by the  stockholder.  Shares of its own stock belonging to the Corporation or to
another  corporation,  if a  majority  of the  shares  entitled  to  vote in the
election of directors of such other corporation is held, directly or indirectly,

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by the  Corporation,  shall  neither be  entitled to vote nor counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, when held
by it in a fiduciary  capacity.  Shares of stock standing in the name of another
corporation  may be voted by such officer,  agent or proxy as the bylaws of such
other  corporation  may prescribe or, in the absence of such  provision,  as the
board of  directors of such other  corporation  may  determine.  Shares of stock
standing  in the  name of an  administrator,  executor,  guardian,  conservator,
trustee,  receiver,  trustee  in  bankruptcy  or  assignee  for the  benefit  of
creditors may be voted by such person,  either in person or by proxy.  Shares of
stock held by an administrator,  executor,  guardian or conservator may be voted
by such person,  either in person or by proxy, without a transfer of such shares
into his or her name. Shares of stock held by a trustee, other than a trustee in
bankruptcy,  may not be voted by such trustee  without a transfer of such shares
into his or her name. Shares of stock held by or under the control of a receiver
or trustee in  bankruptcy  may be voted by such  receiver or trustee,  either in
person or by proxy, without a transfer thereof into his or her name if authority
so to do is  contained  in an  appropriate  order of the  court  by  which  such
receiver  or trustee was  appointed.  A person  whose stock is pledged  shall be
entitled to vote such stock unless the stock has been  transferred into the name
of the pledgee on the books of the  Corporation,  in which case only the pledgee
or his or her proxy shall be  entitled  to vote such  stock.  If shares of stock
stand of  record  in the  names  of two or more  persons,  whether  fiduciaries,
members of a  partnership,  joint  tenants,  tenants  in common,  tenants by the
entirety,  tenants by community property or otherwise, or if two or more persons
have the same fiduciary relationship respecting the same shares of stock, unless
the  Corporation  is given written  notice in the manner  required by the Nevada
General  Corporation  Law to the contrary  and is  furnished  with a copy of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided,  their acts with respect to voting shall have the following effect:
(i) if only one votes, his or her act binds all; (ii) if more than one vote, the
act of the majority so voting  binds all;  and (iii) if more than one vote,  but
the vote is evenly  split on any  particular  matter,  each faction may vote the
shares in question proportionally.  If any tenancy is held in unequal interests,
the majority or even split, for the purpose of the preceding sentence,  shall be
a majority or even split in interest.  Unless demanded by a stockholder  present
in person or by proxy at any meeting of the  stockholders  and  entitled to vote
thereat, or unless so directed by the chairman of the meeting,  the vote thereat
on any  question  need not be by ballot.  If such demand or direction is made, a
vote by  ballot  shall  be  taken,  and  each  ballot  shall  be  signed  by the
stockholder voting, or by his or her proxy, and shall state the number of shares
voted.

9.    Organization.

At each meeting of the stockholders, the Chairman of the Board, or, if he or she
is absent  therefrom,  the Chief Executive  Officer,  or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority  in voting  interest of the  stockholders  present in person or by
proxy and entitled to vote thereat,  or, if all the officers of the  Corporation
are absent therefrom,  a stockholder of record so chosen,  shall act as chairman
of the meeting and preside  thereat.  The Secretary,  or, if he or she is absent
from the meeting or is required  pursuant to the provisions of this Section 9 to
act as  chairman  of  such  meeting,  the  person  (who  shall  be an  Assistant
Secretary, if any and if present) whom the chairman of the meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

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10.   Order of Business; Notice of Stockholder Proposals; Nomination of Director
      Candidates.

(a) At any annual or special  meeting of the  stockholders,  only such  business
shall be conducted  as shall have been brought  before the meetings (i) pursuant
to the Corporation's notice of meeting, (ii) by or at the direction of the Board
of  Directors,  or  (iii)  by  any  stockholder  of  the  Corporation  who  is a
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section 10, who shall be entitled to vote at such meeting, and who complies with
the notice  procedures set forth in this Section 10. The chairman of any meeting
shall determine the manner of voting and conduct of business at the meeting.

(b) Only persons who are nominated in accordance  with the  procedures set forth
in these Bylaws shall be eligible to serve as Directors.  Nominations of persons
for election to the Board of Directors may be made at a meeting of  stockholders
(i) by or at the direction of the Board of Directors or a committee thereof,  or
(ii) by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice  provided  for in this Section 10 who shall be entitled
to vote for the election of Directors at the meeting,  and who complies with the
notice procedures set forth in this Section 10.

(c) A  stockholder  must give  timely,  written  notice to the  Secretary of the
Corporation to nominate  Directors at an annual  meeting  pursuant to Section 10
hereof or to propose  business to be brought before an annual or special meeting
pursuant to clause (iii) of Section 10(a) hereof. To be timely in the case of an
annual  meeting,  a  stockholder's  notice  must be  received  at the  principal
executive  offices of the  Corporation not less than 120 days before the date of
the Corporation's proxy statement release to shareholders in connection with the
Corporation's  previous year's annual meeting of  stockholders.  To be timely in
the case of a  special  meeting  or in the  event  that  the date of the  annual
meeting is changed by more than thirty (30) days from such  anniversary  date, a
stockholder's  notice must be received at the principal executive offices of the
Corporation  no later than the close of business on the tenth day  following the
earlier  of the day on which  notice of the  meeting  date was  mailed or public
disclosure of the meeting date was made. For purposes of this Section 10, public
disclosure  shall mean  disclosure in a press release  reported by the Dow Jones
News  Service,  Associated  Press or  comparable  national  news service or in a
document  publicly  filed by the  Corporation  with the  Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934. Such stockholder's notice shall set forth (i) with respect to each matter,
if any,  that the  stockholder  proposes to bring  before the  meeting,  a brief
description  of the  business  desired to be brought  before the meeting and the
reasons for conducting  such business at the meeting,  (ii) with respect to each
person,  if any,  whom the  stockholder  proposes to nominate  for election as a
Director,  all  information  relating to such person  (including  such person(s)
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving as a Director)  that is required  under the  Securities  Exchange Act of
1934,  as  amended,   (iii)  the  name  and  address,  as  they  appear  on  the
Corporation's  records, of the stockholder proposing such business or nominating
such  persons (as the case may be),  and the name and address of the  beneficial
owner,  if any, on whose behalf the  proposal or  nomination  is made,  (iv) the
class and number of shares of capital  stock of the  Corporation  that are owned
beneficially  and of record by such  stockholder of record and by the beneficial
owner,  if any, on whose behalf the proposal or nomination is made,  and (v) any
material  interest or  relationship  that such  stockholder of record and/or the
beneficial owner, if any, on whose behalf the proposal or nomination is made may
respectively  have in such business or with such nominee.  At the request of the
Board of  Directors,  any person  nominated  for  election  as a Director  shall
furnish to the Secretary of the Corporation  the information  required to be set
forth in a stockholder(s) notice of nomination which pertains to the nominee.

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(d) Notwithstanding  anything in these Bylaws to the contrary, no business shall
be  conducted,  and no person shall be  nominated to serve as a Director,  at an
annual  or  special  meeting  of  stockholders,  except in  accordance  with the
procedures set forth in this Section 10. The chairman of the meeting  shall,  if
the facts warrant,  determine that business was not properly  brought before the
meeting,  or that a nomination  was not made, in accordance  with the procedures
prescribed by these Bylaws and, if he or she shall so determine, he or she shall
so declare to the meeting, and any such business not properly brought before the
meeting  shall  not  be  transacted  and  any  defective   nomination  shall  be
disregarded. A stockholder shall also comply with all applicable requirements of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
thereunder with respect to the matters set forth in this Section 10.

(e) This  Section  10 shall  not  prevent  the  consideration  and  approval  or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees of the Board of Directors,  but, in connection with such reports,  no
business shall be acted upon at such annual  meeting  unless  stated,  filed and
received as herein provided.

11.   Election of Directors.

At each election of Directors,  each stockholder  entitled to vote thereat shall
have the right to vote,  in person  or by proxy,  the  number of shares of stock
owned by such stockholder.  Stockholders shall not have cumulative voting rights
with respect to the election of Directors. The candidates receiving the greatest
number of votes,  up to the  number of  Directors  to be  elected,  shall be the
Directors.

12.   Action By Stockholders Without a Meeting.

Any action  required or permitted  to be taken at a meeting of the  stockholders
may be taken without a meeting,  without notice and without a vote, if a consent
in  writing,  setting  forth the  action so  taken,  is signed by the  number of
stockholders  as are  required  to pass such  action and  entitled  to vote with
respect to the subject matter thereof.

13.   Irregularities.

All  informalities  and  irregularities  at any meeting of the stockholders with
respect to calls,  notices of meeting, the manner of voting, the form of proxies
and  credentials,  and the method of ascertaining  those present shall be deemed
waived if no objection is made at the meeting.

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                                  ARTICLE III
                               BOARD OF DIRECTORS

1.    General Powers.

The  business  and affairs of the  Corporation  shall be managed by the Board of
Directors.

2.    Number. Term of Office and Qualifications.

Subject to the requirements of the Nevada General  Corporation Law, the Board of
Directors may from time to time  determine  the number of  Directors.  Until the
Board shall  otherwise  determine,  the number of Directors shall be that number
comprising the initial Board as set forth in the Articles of Incorporation. Each
Director  shall  hold  office  until the next  annual  meeting  of  stockholders
following his  appointment or election and until his or her successor is elected
or until his or her death,  resignation  or  removal  in the manner  hereinafter
provided.

3.    Place of Meeting.

The Board of  Directors  may hold its meetings at such place or places as it may
from  time to time by  resolution  determine  or as shall be  designated  in any
notices or waivers  of notice  thereof.  Any such  meeting,  whether  regular or
special, may be held by conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting in such  manner  shall  constitute  presence in
person at such meeting.

4.    Annual Meetings.

As soon as practicable  after each annual  election of Directors and on the same
day, the Board of  Directors  may meet for the purpose of  organization  and the
transaction of other  business at the place where regular  meetings of the Board
of Directors are held, and no notice of such meeting shall be necessary in order
to legally hold the meeting,  provided that a quorum is present. If such meeting
is not held as provided above, the meeting may be held at such time and place as
shall be  specified  in a notice  given as  hereinafter  provided  for a special
meeting  of the  Board of  Directors,  or in the  event of  waiver  of notice as
specified in the written waiver of notice.

5.    Regular Meetings.

Regular  meetings of the Board of Directors  may be held without  notice at such
times as the Board of Directors shall from time to time by resolution determine.

6.    Special Meetings; Notice.

Special  meetings  of the Board of  Directors  shall be held,  either  within or
without the State of Nevada,  whenever  called by the Chairman of the Board or a
majority of the Directors at the time in office.  Notice shall be given,  in the
manner hereinafter  provided,  of each such special meeting,  which notice shall
state  the time and  place of such  meeting,  but need not  state  the  purposes

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thereof.  Except as otherwise  provided in Section 7 of this Article III, notice
of each such meeting shall be mailed to each  Director,  addressed to him or her
at his or her residence or usual place of business, at least two (2) days before
the day on which such meeting is to be held,  or shall be sent  addressed to him
or her at such place by  telegraph,  cable,  wireless  or other form of recorded
communication  or delivered  personally  or by telephone  not later than the day
before the day on which such meeting is to be held. A written  waiver of notice,
whether  given  before  or after  the  meeting  to which  it  relates,  shall be
equivalent  to the giving of notice of such meeting to the Director or Directors
signing such waiver.  Attendance of a Director at a special meeting of the Board
of Directors shall constitute a waiver of notice of such meeting, except when he
or she  attends  the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.

7.    Quorum and Manner of Acting.

A majority  of the whole  Board of  Directors  shall be present in person at any
meeting  of the  Board of  Directors  in order to  constitute  a quorum  for the
transaction  of business at such meeting,  and except as otherwise  specified in
these  Bylaws,  and except also as  otherwise  expressly  provided by the Nevada
General  Corporation Law, the vote of a majority of the Directors present at any
such  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors.  In the absence of a quorum from any such meeting,  a majority of the
Directors  present thereat may adjourn such meeting from time to time to another
time or place,  without notice other than  announcement at the meeting,  until a
quorum shall be present thereat. The Directors shall act only as a Board and the
individual Directors shall have no power as such.

8.    Organization.

From its members,  the Board of Directors  will elect a Chairman of the Board to
preside over meetings of the  stockholders  and of the Board of  Directors.  The
Chairman  of  the  Board  may  simultaneously   serve  as  any  officer  of  the
Corporation.  The Board or Directors may elect one or more Vice Chairmen. In the
absence of the Chairman of the Board or a Vice Chairman, if any, the Board shall
designate any person to preside at such meetings.

At each meeting of the Board of Directors,  the Chairman of the Board, or, if he
or  she  is  absent  therefrom,  a Vice  Chairman,  or if he or  she  is  absent
therefrom,  a Director  chosen by a majority of the Directors  present  thereat,
shall act as chairman of such meeting and preside thereat. The Secretary,  or if
he or she is absent, the person (who shall be an Assistant Secretary, if any and
if  present)  whom the  chairman of such  meeting  shall  appoint,  shall act as
Secretary of such meeting and keep the minutes thereof.

9.    Action by Directors Without a Meeting.

Any  action  required  or  permitted  to be taken at a  meeting  of the Board of
Directors  may be taken  without a meeting,  without  prior notice and without a
vote, if a consent in writing,  setting forth the action so taken,  is signed by
all Directors entitled to vote with respect to the subject matter thereof.

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10.   Resignations.

Any  Director  may  resign  at any time by giving  written  notice of his or her
resignation to the Corporation.  Any such  resignation  shall take effect at the
time specified  therein,  or, if the time when it shall become  effective is not
specified  therein,  it shall take  effect  immediately  upon its receipt by the
Chairman of the Board,  the President or the Secretary;  and,  unless  otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

11.   Recording of a Negative Vote.

A Director  who is present at a meeting of the Board of  Directors  at which any
action is taken  shall be presumed  to have  assented to such action  unless his
dissent to such action  shall be entered in the minutes of the meeting or unless
he shall file his written  dissent to such action with the Secretary  before the
adjournment  thereof or forward such dissent to the Secretary by certified  mail
before  5:00  p.m.  the next day which is not a holiday  or  Saturday  after the
adjournment  of the meeting.  No right to dissent  shall apply to a Director who
voted in favor of such action.

12.   Removal of Directors.

Directors may be removed,  with or without cause,  as provided from time to time
by the Nevada General Corporation Law as then in effect.

13.   Vacancies.

Any  vacancy  occurring  in the  Board  of  Directors,  and  any  newly  created
directorship,  may be filled by a  majority  of the  Directors  then in  office,
including any Director  whose  resignation  from the Board of Directors  becomes
effective at a future time, provided that the number of Directors then in office
is not less than a quorum of the whole Board,  or by a sole remaining  Director.
If at any time the  Corporation  has no Directors in office,  any officer or any
shareholder  or any fiduciary  entrusted with  responsibility  for the person or
estate of a shareholder may call a special meeting of the  shareholders  for the
purpose of filling vacancies in the Board of Directors.

14.   Compensation.

Unless  otherwise  expressly  provided  by  resolution  adopted  by the Board of
Directors, no Director shall receive any compensation for his or her services as
a  Director.  The  Board of  Directors  may at any time and from time to time by
resolution  provide that the Directors  shall be paid a fixed sum for attendance
at each  meeting of the Board of Directors  or a stated  salary as Director.  In
addition,  the  Board of  Directors  may at any  time  and from  time to time by
resolution  provide that Directors shall be paid their actual expenses,  if any,
of attendance at each meeting of the Board of Directors. Nothing in this section
shall be construed as precluding  any Director from serving the  Corporation  in
any  other  capacity  and  receiving  compensation  therefor,  but the  Board of
Directors may by resolution provide that any Director receiving compensation for
his or her services to the  Corporation  in any other capacity shall not receive
additional compensation for his or her services as a Director.

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                                   ARTICLE IV
                                    OFFICERS

1.    Number.

The Corporation shall have the following officers:  a Chief Executive Officer, a
President,  a  Chief  Financial  Officer/Treasurer,   a  Vice  President  and  a
Secretary. At the discretion of the Board of Directors, the Corporation may also
have additional Vice Presidents,  one or more Assistant Vice Presidents,  one or
more Assistant Secretaries and one or more Assistant Treasurers. Any two or more
offices may be held by the same person.

2.    Election and Term of Office.

The  officers  of the  corporation  shall be  elected  annually  by the Board of
Directors.  Each such officer  shall hold office  until his or her  successor is
duly elected or until his or her earlier death or  resignation or removal in the
manner  hereinafter  provided and as provided in the Nevada General  Corporation
Law.

3.    Agents.

In addition to the officers mentioned in Section 1 of this Article IV, the Board
of  Directors  may  appoint  such  agents  as the  Board of  Directors  may deem
necessary  or  advisable,  each of which agents  shall have such  authority  and
perform such duties as are provided in these Bylaws or as the Board of Directors
may from time to time  determine.  The Board of  Directors  may  delegate to any
officer or to any committee the power to appoint or remove any such agents.

4.    Removal.

Any officer may be removed,  with or without  cause,  at any time by  resolution
adopted by a majority of the whole Board of Directors.

5.    Resignations.

Any  officer  may  resign  at any time by  giving  written  notice of his or her
resignation  to the Board of Directors,  the Chairman of the Board of Directors,
the President or the Secretary.  Any such  resignation  shall take effect at the
times specified  therein,  or, if the time when it shall become effective is not
specified  therein,  it shall take  effect  immediately  upon its receipt by the
Board of Directors,  the Chairman of the Board,  the President or the Secretary;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

6.    Vacancies.

A vacancy in any office due to death, resignation,  removal, disqualification or
any other cause may be filled for the  unexpired  portion of the term thereof by
the Board of Directors.

                                       10
<PAGE>

7.    Chief Executive Officer.

The  Chief  Executive  Officer  shall  be the  chief  executive  officer  of the
Corporation.  Subject  to the  direction  of the Board of  Directors,  the Chief
Executive  Officer  shall  have  and  exercise  direct  charge  of  and  general
supervision  over the business and affairs of the  Corporation and shall perform
such  other  duties  as may be  assigned  from  time  to time  by the  Board  of
Directors.

8.    President.

The President shall be the chief operating  officer of the Corporation and shall
perform  such duties as the Board of Directors  or the Chief  Executive  Officer
shall  prescribe.  In the absence or disability of the Chief Executive  Officer,
the  President  shall  perform and  exercise  the powers of the Chief  Executive
Officer.

9.    Vice President.

The Vice President and any additional Vice Presidents shall have such powers and
perform such duties as the Chairman of the Board,  the Chief Executive  Officer,
the  President or the Board of  Directors  may from time to time  prescribe  and
shall perform such other duties as may be  prescribed  by these  Bylaws.  In the
absence or disability of the  President,  the Vice  President  shall perform the
duties of the President  and, when so acting,  shall have all the powers of, and
be subject to all the restrictions upon, the President.

10.   Secretary.

The  Secretary  shall:  (a) record all the  proceedings  of the  meetings of the
stockholders, the Board of Directors and the Executive Committee, if any, in one
or more books kept for that purpose;  (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be the
custodian of all  contracts,  deeds,  documents,  all other  indicia of title to
properties  owned by the Corporation and of its other corporate  records (except
accounting  records) and of the  corporate  seal, if any, and affix such seal to
all documents the execution of which on behalf of the Corporation under its seal
is duly  authorized;  (d)  sign,  with the  Chairman  of the  Board,  the  Chief
Executive Officer, the President or a Vice President,  certificates for stock of
the  Corporation;  (e) have charge,  directly or through the  transfer  clerk or
transfer  clerks,  transfer agent or transfer agents and registrar or registrars
appointed as provided in Section 3 of Article VII of these Bylaws, of the issue,
transfer and  registration of  certificates  for stock of the Corporation and of
the records  thereof,  such  records to be kept in such manner as to show at any
time the  amount of the stock of the  Corporation  issued and  outstanding,  the
manner  in  which  and the  time  when  such  stock  was paid  for,  the  names,
alphabetically arranged, and the addresses of the holders of record thereof, the
number of shares held by each, and the time when each became a holder of record;
(f) upon request,  exhibit or cause to be exhibited at all  reasonable  times to
any  Director  such  records  of the issue,  transfer  and  registration  of the
certificates  for stock of the  Corporation;  (g) see that the  books,  reports,
statements, certificates and all other documents and records required by law are
properly kept and filed; and (h) see that the duties  prescribed by Section 6 of
Article II of these  Bylaws are  performed.  In  general,  the  Secretary  shall
perform all duties  incident to the office of Secretary and such other duties as
from time to time may be  assigned  to him or her by the  Chairman of the Board,
the Chief Executive Officer, the President or the Board of Directors.

                                       11
<PAGE>

11.   Chief Financial Officer/Treasurer.

If required by the Board of  Directors,  the Chief  Financial  Officer/Treasurer
shall give a bond for the  faithful  discharge  of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine.  The
Chief Financial  Officer/Treasurer shall: (a) have charge and custody of, and be
responsible  for,  all  funds,  securities,  notes and  valuable  effects of the
Corporation;  (b)  receive  and give  receipt  for moneys due and payable to the
Corporation  from any  sources  whatsoever;  (c)  deposit all such moneys to the
credit of the  Corporation or otherwise as the Board of Directors,  the Chairman
of the Board, the Chief Executive  Officer or the President shall direct in such
banks,  trust companies or other depositories as shall be selected in accordance
with the  provisions of Article VI of these  Bylaws;  (d) cause such funds to be
disbursed by checks or drafts on the authorized  depositories of the Corporation
signed as provided in Article VI of these  Bylaws;  (e) be  responsible  for the
accuracy of the amounts of, and cause to be preserved  proper  vouchers for, all
moneys so disbursed;  (f) have the right to require from time to time reports or
statements  giving such  information as he or she may desire with respect to any
and all financial  transactions of the  Corporation  from the officers or agents
transacting  the  same;  (g)  render to the  Chairman  of the  Board,  the Chief
Executive Officer or the Board, whenever they,  respectively,  shall request him
or her so to do, an account of the financial condition of the Corporation and of
all his or her transactions as Treasurer;  (h) upon request, exhibit or cause to
be exhibited  at all  reasonable  times the cash books and other  records to the
Chairman of the Board,  the Chief  Executive  Officer or any of the Directors of
the  Corporation;  and (i) cause to be kept correct  books of account of all the
business and  transactions  of the  Corporation,  shall see that adequate audits
thereof  are  currently  and  regularly  made and  certify  the  accounts of the
Corporation. In general, the Chief Financial Officer/Treasurer shall perform all
duties  incident  to the office of Chief  Financial  Officer/Treasurer  and such
other  duties as from time to time may be assigned to him or her by the Chairman
of the Board, the Chief Executive Officer or the Board of Directors.

12.   Assistant Officers.

Any persons elected as assistant officers shall assist in the performance of the
duties of the  designated  office and such other  duties as shall be assigned to
them by the Board of Directors,  the Chairman of the Board,  the Chief Executive
Officer, the President, any Vice President, the Secretary or the Treasurer.

                                   ARTICLE V
                                   COMMITTEES

1.    Executive Committee; How Constituted and Powers.

The Board of Directors,  by resolution  adopted by a majority of the whole Board
of Directors,  may designate  one or more of the Directors  then in office,  who
shall include the Chairman of the Board,  to constitute an Executive  Committee,
which shall have and may exercise between meetings of the Board of Directors all
the  delegable  powers of the Board of  Directors  to the extent  not  expressly
prohibited by the Nevada General  Corporation  Law or by resolution of the Board
of Directors. The Board may designate one or more Directors as alternate members
of the  Committee  who may  replace  any  absent or  disqualified  member at any
meeting of the Committee.  Each member of the Executive Committee shall continue
to be a member thereof only during the pleasure of a majority of the whole Board
of Directors.

                                       12
<PAGE>

2.    Executive Committee; Organization.

The Chairman of the Board shall act as chairman at all meetings of the Executive
Committee  and the  Secretary  shall act as  secretary  thereof.  In case of the
absence  from any  meeting of the  Chairman of the Board or the  Secretary,  the
Committee  may  appoint  a  chairman  or  secretary,  as the case may be, of the
meeting.

3.    Executive Committee Meetings.

Regular  meetings of the Executive  Committee may be held without notice on such
days and at such places as shall be fixed by resolution adopted by a majority of
the Executive Committee and communicated to all its members. Special meetings of
the Executive  Committee  shall be held  whenever  called by the Chairman of the
Board or a  majority  of the  members  thereof  then in  office.  Notice of each
special meeting of the Executive Committee shall be given in the manner provided
in Section 6 of Article III of these Bylaws for special meetings of the Board of
Directors. Notice of any such meeting of the Executive Committee,  however, need
not be given to any member of the Executive Committee if waived by him or her in
writing or by telegraph, cable, wireless or other form of recorded communication
either before or after the meeting, or if he or she is present at such meetings,
except  when he or she  attends  for the  express  purpose of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Subject to the provisions of this Article V, the Executive Committee,
by resolution adopted by a majority of the whole Executive Committee,  shall fix
its own rules of  procedure  and it shall keep a record of its  proceedings  and
report  them to the  board  at the  next  regular  meeting  thereof  after  such
proceedings have been taken.  All such proceedings  shall be subject to revision
or alteration by the Board of Directors;  provided,  however, that third parties
shall not be prejudiced by any such revision or alteration.

4.    Executive-Committee; Quorum and Manner of Acting.

A  majority  of the  Executive  Committee  shall  constitute  a  quorum  for the
transaction of business,  and,  except as specified in Section 3 of this Article
V, the act of a majority of those present at a meeting thereof at which a quorum
is  present  shall be the act of the  Executive  Committee.  The  members of the
Executive  Committee shall act only as a committee,  and the individual  members
shall have no power as such.

5.    Other Committees.

The Board of Directors,  by resolution adopted by a majority of the whole Board,
may constitute other committees, which shall in each case consist of one or more
of the Directors and, at the discretion of the Board of Directors, such officers

                                       13
<PAGE>

who  are not  Directors.  The  Board  of  Directors  may  designate  one or more
Directors  or  officers  who are  not  Directors  as  alternate  members  of any
committee  who may replace any absent or  disqualified  member at any meeting of
the committee.  Each such  committee  shall have and may exercise such powers as
the Board of Directors may determine and specify in the  respective  resolutions
appointing them;  provided,  however,  that (a) unless all of the members of any
committee  shall be  Directors,  such  committee  shall  not have  authority  to
exercise any of the powers of the Board of Directors  in the  management  of the
business and affairs of the Corporation, and (b) if any committee shall have the
power to determine the amounts of the respective  fixed salaries of the officers
of the Corporation or any of them, such committee shall consist of not less than
three  (3)  members  and  none  of  its  members  shall  have  any  vote  in the
determination  of the amount that shall be paid to him or her as a fixed salary.
A  majority  of all the  members  of any  such  committee  may fix its  rules of
procedure,  determine  its action and fix the time and place of its meetings and
specify  what  notice  thereof,  if any,  shall be  given,  unless  the Board of
Directors shall otherwise by resolution provide.

6.    Resignations.

Any  member  of the  Executive  Committee  or any  other  committee  may  resign
therefrom at any time by giving written notice of his or her  resignation to the
Chairman of the Board,  the  President or the  Secretary.  Any such  resignation
shall take effect at the time  specified  therein,  or if the time when it shall
become effective is not specified therein, it shall take effect immediately upon
its receipt by the Chairman of the Board or the Secretary; and, unless otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

7.    Vacancies.

Any vacancy in the Executive Committee or any other committee shall be filled by
the vote of a majority of the whole Board of Directors.

8.    Compensation.

Unless  otherwise  expressly  provided  by  resolution  adopted  by the Board of
Directors,  no member of the Executive  Committee or any other  committee  shall
receive any  compensation  for his or her  services as a committee  member.  The
Board of Directors may at any time and from time to time by  resolution  provide
that  committee  members  shall  be paid a  fixed  sum  for  attendance  at each
committee  meeting or a stated salary as a committee  member.  In addition,  the
Board of Directors may at any time and from time to time by  resolution  provide
that such  committee  members  shall be paid their actual  expenses,  if any, of
attendance at each committee meeting. Nothing in this section shall be construed
as precluding  any committee  member from serving the  Corporation  in any other
capacity and receiving  compensation therefor, but the Board of Directors may by
resolution  provide that any committee member receiving  compensation for his or
her  services  to the  Corporation  in any  other  capacity  shall  not  receive
additional compensation for his or her services as a committee member.

                                       14
<PAGE>

9.    Dissolution of Committees; Removal of Committee Members.

The Board of Directors,  by resolution adopted by a majority of the whole Board,
may,  with or without  cause,  dissolve  the  Executive  Committee  or any other
committee, and, with or without cause, remove any member thereof.

                                   ARTICLE VI
                                 MISCELLANEOUS

1.    Execution of Contracts.

Except as otherwise  required by law or by these  Bylaws,  any contract or other
instrument 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
President,  or any Vice  President.  In  addition,  the Board of  Directors  may
authorize  any other  officer  or  officers  or agent or agents to  execute  and
deliver any contract or other  instrument in the name of the  Corporation and on
its behalf,  and such authority may be general or confined to specific instances
as the Board of Directors may by resolution determine.

2.    Attestation.

Any Vice  President,  the Secretary,  or any Assistant  Secretary may attest the
execution  of any  instrument  or  document by the  Chairman  of the Board,  the
President,  or any other duly authorized officer or agent of the Corporation and
may affix the  corporate  seal,  if any, in witness  thereof,  but neither  such
attestation  nor the  affixing of a  corporate  seal shall be  requisite  to the
validity of any such document or instrument.

3.    Loans.

Unless the Board of Directors  shall  otherwise  determine,  the Chairman of the
Board,  the Chief Executive  Officer or the President,  acting together with any
one of the following officers,  to-wit: any Vice President, the Treasurer or the
Secretary,  may effect loans and advances at any time for the  Corporation  from
any bank, trust company or other institution or from any firm or individual and,
for such loans and advances,  may make,  execute and deliver promissory notes or
other evidences of indebtedness of the  Corporation,  but no officer or officers
shall  mortgage,  pledge,  hypothecate  or  otherwise  transfer for security any
property owned or held by the  Corporation  except when authorized by resolution
adopted by the Board of Directors.

4.    Checks, Drafts.

All checks, drafts, orders for the payment of money, bills of lading,  warehouse
receipts,  obligations,  bills of exchange and insurance  certificates  shall be
signed or endorsed  (except  endorsements  for collection for the account of the
Corporation  or for  deposit  to its  credit,  which  shall be  governed  by the
provisions of Section 5 of this Article VI) by such officer or officers or agent
or agents of the  Corporation  and in such  manner as shall from time to time be
determined by resolution of the Board of Directors.

                                       15
<PAGE>

5.    Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation or otherwise as the Board of Directors,
the Chairman of the Board,  the Chief  Executive  Officer or the President shall
direct in general or special accounts at such banks,  trust  companies,  savings
and loan  associations,  or other  depositories  as the Board of  Directors  may
select or as may be  selected  by any  officer or officers or agent or agents of
the Corporation to whom power in that respect has been delegated by the Board of
Directors.  For the purpose of deposit and for the purpose of collection for the
account of the Corporation,  checks,  drafts and other orders for the payment of
money  which  are  payable  to the  order of the  Corporation  may be  endorsed,
assigned and delivered by any officer or agent of the Corporation.  The Board of
Directors  may make such  special  rules and  regulations  with  respect to such
accounts,  not inconsistent  with the provisions of these Bylaws, as it may deem
expedient.

6.    Proxies in Respect of Stock or Other Securities of Other Corporations.

Unless otherwise provided by resolution  adopted by the Board of Directors,  the
Chairman of the Board of Directors,  the Chief Executive Officer,  the President
or any Vice President may exercise in the name and on behalf of the  Corporation
the powers and rights which the  Corporation  may have as the holder of stock or
other  securities in any other  corporation,  including  without  limitation the
right to vote or consent with respect to such stock or other securities.

7.    Fiscal Year.

The fiscal year of the Corporation  shall commence on the first day of April and
end on the last day of March.

                                  ARTICLE VII
                                     STOCK

1.    Certificates.

Every holder of stock in the Corporation shall be entitled to have a certificate
signed  by or in the name of the  Corporation  by the  Chairman  of the Board of
Directors,  the  President,  or a Vice  President  and by  the  Secretary  or an
Assistant  Secretary.  The signatures of such officers upon such certificate may
be  facsimiles  if the  certificate  is manually  signed by a transfer  agent or
registered  by a  registrar,  other  than the  Corporation  itself or one of its
employees.  If any officer who has signed or whose facsimile  signature has been
placed upon a certificate  has ceased for any reason to be such officer prior to
issuance of the certificate,  the certificate may be issued with the same effect
as if that person were such officer at the date of issue.  All  certificates for
stock of the Corporation shall be consecutively numbered, shall state the number
of shares  represented  thereby and shall  otherwise be in such form as shall be
determined  by the  Board of  Directors,  subject  to such  requirements  as are
imposed by the Nevada  General  Corporation  Law. The names and addresses of the
persons to whom the  shares  represented  by  certificates  are issued  shall be
entered on the stock transfer books of the Corporation, together with the number
of shares and the date of issue,  and in the case of  cancellation,  the date of
cancellation.  Certificates surrendered to the Corporation for transfer shall be
cancelled,  and no new  certificate  shall be issued in exchange for such shares
until the original certificate has been cancelled;  except that in the case of a
lost,  destroyed  or  mutilated  certificate,  a new  certificate  may be issued
therefor  upon  such  terms and  indemnity  to the  Corporation  as the Board of
Directors may prescribe.

                                       16
<PAGE>

2.    Transfer of Stock.

Transfers of shares of stock of the Corporation  shall be made only on the stock
transfer  books of the  Corporation by the holder of record thereof or by his or
her legal  representative or attorney in fact, who shall furnish proper evidence
of authority  to transfer to the  Secretary,  or a transfer  clerk or a transfer
agent,  and upon surrender of the  certificate or  certificates  for such shares
properly  endorsed  and payment of all taxes  thereon.  The person in whose name
shares of stock stand on the books of the Corporation  shall be deemed the owner
thereof for all purposes as regards the Corporation.

3.    Regulations.

The Board of  Directors  may make  such  rules  and  regulations  as it may deem
expedient,  not inconsistent with these Bylaws or the Nevada General Corporation
Law,  concerning the issue,  transfer and registration of certificates for stock
of the Corporation. The Board of Directors may appoint, or authorize any officer
or officers or any committee to appoint,  one or more transfer  clerks or one or
more transfer agents and one or more registrars and may require all certificates
for stock to bear the signature or signatures of any of them.

                                  ARTICLE VIII
                                   DIVIDENDS

The Board of Directors may from time to time declare,  and the  Corporation  may
pay,  dividends  on its  outstanding  shares of stock in the manner and upon the
terms and conditions provided in the Nevada General Corporation Law.

                                   ARTICLE IX
                                      SEAL

A  corporate  seal shall not be  requisite  to the  validity  of any  instrument
executed by or on behalf of the Corporation.  Nevertheless, if in any instance a
corporate seal is used, the same shall be in the form of a circle and shall bear
the full name of the  Corporation  and the year and state of  incorporation,  or
words and figures of similar import.

                                       17
<PAGE>

                                   ARTICLE X
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.    General.

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
(other  than an action by or in the right of the  Corporation)  by reason of the
fact  that he or she 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  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action,  suit or proceeding if he or she
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that 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
criminal action or proceeding,  had reasonable  cause to believe that his or her
conduct was unlawful.

2.    Derivative Actions.

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 or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she 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 expenses (including attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement of such action or suit if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Corporation and except that no  indemnification  shall be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable to the  Corporation  unless  and only to the  extent  that the  Washoe
County  Court or the  court in  which  such  action  or suit was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity  for such  expenses  which the Washoe County Court or such
other court shall deem proper.

3.    Indemnification in Certain Cases.

To the extent that a director, officer, employee or agent of the Corporation has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in Sections 1 and 2 of this  Article X, or in defense of
any  claim,  issue or matter  therein,  he or she shall be  indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

                                       18
<PAGE>

4.    Procedure.

Any indemnification  under Sections 1 and 2 of this Article X (unless ordered by
a court) shall be made by the  Corporation  only as  authorized  in the specific
case  upon  a  determination  that  indemnification  of the  director,  officer,
employee or agent is proper in the  circumstances  because he or she has met the
applicable  standard  of  conduct  set  forth  in such  Sections  1 and 2.  Such
determination  shall be made (a) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (b) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

5.    Advances for Expenses.

Expenses  incurred in defending a civil or criminal  action,  suit or proceeding
shall be paid by the Corporation,  to the extent permitted by law, in advance of
the final  disposition  of such action,  suit or  proceeding  upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall be ultimately  determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article X.

6.    Rights Not Exclusive.

The  indemnification and advancement of expenses provided by or granted pursuant
to the other  Sections of this  Article X shall not be deemed  exclusive  of any
other rights to which those seeking  indemnification  may be entitled  under any
law,  by-law,  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.

7.    Insurance.

The Corporation shall have power to 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 or
her and  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him or her against such liability under the provisions of this Article
X.

8.    Definition of Corporation.

For the purposes of this Article X, references to "the Corporation"  include all
constituent  corporations  absorbed  in  consolidation  or merger as well as the
resulting or surviving  corporation so that any person who is or was a director,
officer,  employee  or  agent  of such a  constituent  corporation  or is or was
serving at the request of such constituent as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise shall stand in the same position under the provisions of this Article
X with respect to the resulting or surviving  corporation  as he or she would if
he or she  had  served  the  resulting  or  surviving  corporation  in the  same
capacity.

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<PAGE>

9.    Other Definitions.

For purposes of this Article X, references to "other  enterprises" shall include
employee  benefit  plans;  references  to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving  at the  request of the  corporation"  shall  include  any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who  acted in good  faith and in a manner he  reasonably  believed  to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Corporation" as referred to in this Article X.

10.   Continuation of Rights.

The indemnification and advancement of expenses provided by, or granted pursuant
to this Article X shall continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and  administrators  of such person. No amendment to or repeal of this
Article X shall  apply to or have any effect  on,  the  rights of any  director,
officer, employee or agent under this Article X which rights come into existence
by virtue of acts or  omissions  of such  director,  officer,  employee or agent
occurring prior to such amendment or repeal.

                                   ARTICLE XI
                                   AMENDMENTS

These Bylaws may be repealed,  altered or amended by the affirmative vote of the
holders of a majority of the stock issued and  outstanding  and entitled to vote
at any meeting of  Stockholders or by resolution duly adopted by the affirmative
vote of not less than a  majority  of the  Directors  in office at any annual or
regular meeting of the Board of Directors or at any special meeting of the Board
of  Directors  if notice of the  proposed  repeal,  alteration  or  amendment be
contained in the notice of such special meeting,  and new Bylaws may be adopted,
at any time only by the Board of Directors.

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