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EXHIBIT 3.2

                         AMENDED AND RESTATED BYLAWS OF
                              GLOBAL OUTDOORS, INC.


                                    ARTICLE I
                                CORPORATE OFFICES

         The corporation shall maintain a registered office in the State of
Alaska. The Board of Directors (the "BOARD") may establish other offices in or
outside the State of Alaska.

                                   ARTICLE II
                                      STOCK

2.1      ISSUANCE OF SHARES.

                  (a) AUTHORIZED SHARES. The corporation may issue the number of
shares of each class or series authorized by the Articles of Incorporation (the
"ARTICLES"). Shares that are issued are outstanding shares until they are
reacquired, redeemed, converted, or cancelled.

                  (b) BOARD AUTHORIZATION FOR ISSUANCE. The Board must authorize
any issuance of shares. The Board may issue shares in exchange for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash and services performed. The Board's authorization must state the
maximum number of shares of each class or series that may be issued and the
price for each share. In the absence of fraud in the transaction, the judgment
of the Board to the value of the consideration received for shares is
conclusive.

                  (c) SALES SUBJECT TO RESTRICTIONS. The corporation may issue
shares, which are subject to restrictions on their transfer as provided in
SECTION 2.10.

                  (d) WHEN FULLY PAID. When the corporation has received the
consideration in exchange for which the Board has authorized the issuance of
shares, the shares issued will be fully paid and nonassessable.

                  (e) RE-ACQUISITION. The corporation may acquire its own
shares. Shares so acquired shall constitute authorized but unissued shares.

2.2      FRACTIONAL SHARES OR SCRIP.

                  (a) ISSUANCE. The corporation may:

                           (1) Issue fractions of a share or pay in money the
value of fractions of a share;

                           (2) Arrange for disposition of fractional shares by
the shareholders; and

                           (3) Issue scrip entitling the holder to receive a
full share upon surrendering enough scrip to equal a full share.

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                  (b) SCRIP. Each certificate representing scrip must be
conspicuously labeled "scrip," and must state on its face:

                           (1) The name of this corporation;

                           (2) That this corporation is organized under the laws
of the State of Alaska;

                           (3) The name of the person to whom it is issued; and

                           (4) The fractional portion and class of shares and
the designation of the series, if any, the certificate represents.

                  (c) RIGHTS OF HOLDERS. The holder of a fractional share is
entitled to exercise the rights of a shareholder, including the right to vote,
to receive dividends, and to participate in the assets of the corporation upon
liquidation. The holder of scrip is not entitled to any of these rights unless
the scrip so provides.

                  (d) CONDITIONS ON ISSUANCE. The Board may authorize the
issuance of scrip subject to any condition considered desirable, including:

                           (1) That the scrip will become void if not exchanged
for full shares before a specified date; and

                           (2) That the shares for which the scrip is
exchangeable may be sold and the proceeds paid to the scripholders.

2.3      ISSUANCE OF RIGHTS OR OPTIONS TO PURCHASE SHARES.

                  (a) ISSUANCE OF RIGHTS OR OPTIONS. The corporation may issue
rights, options, or warrants for the purchase of shares of the corporation. The
Board shall determine the terms upon which the rights, options, or warrants are
issued, their form and content, and the consideration for which the shares are
to be issued upon exercise of any such right, option, or warrant.

                  (b) SHAREHOLDER APPROVAL. If the rights, warrants or options
are to be issued to directors, officers, or employees of the corporation and not
to the shareholders generally, their issuance shall be authorized by the
approval of the outstanding shares or must be consistent with an option or
rights plan so approved or ratified.

                  (c) In the absence of fraud in the transaction, the judgment
of the Board as to the adequacy of the consideration received for the rights,
warrants or options is conclusive.

2.4      NO SHAREHOLDERS' PREEMPTIVE RIGHTS.

         The shareholders shall not have preemptive rights to acquire any shares
in the corporation.

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2.5      CERTIFICATES OF STOCK.

         The secretary shall issue stock certificates evidencing ownership of
shares in the corporation. Stock certificates shall be issued in their proper
numerical order. Each shareholder shall be entitled to a certificate, which has
been signed either manually or in facsimile by the president or a vice president
and the secretary or an assistant secretary, and which may be sealed with the
corporate seal or a facsimile of the seal. The signatures of the president or a
vice president and the secretary or an assistant secretary may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar, other than the corporation itself or an employee of the corporation.
The secretary may issue a certificate bearing the signature of an individual who
no longer holds that office. Such a certificate shall have the same effect as it
would if the person still held office on the date of issue. Every stock
certificate shall state:

                  (a) The name of the corporation;

                  (b) That the corporation is incorporated in Alaska;

                  (c) The name of the person to whom the shares represented by
the certificate are issued;

                  (d) The number, class, and designation of the series, if any,
of the shares represented by the certificate;

                  (e) If there is more than one class, a statement that the
corporation will furnish to any shareholder, upon request and without charge, a
full written statement of the designations, preferences, limitations, and
relative rights of the shares of each class authorized by the corporation, and
the variations in rights, preferences, and limitations determined for each
series; and

                  (f) Either a complete description or a reference to the
existence and general nature of any restrictions on the ownership or transfer of
the shares which the certificate represents.

2.6      LOST OR DESTROYED CERTIFICATES.

         The secretary may issue a replacement certificate in place of a lost,
mutilated, or destroyed certificate, upon proof that the certificate was lost,
mutilated, or destroyed, if the holder of the certificate gives a satisfactory
bond of indemnity to the corporation. The secretary may issue a replacement
certificate without requiring any bond when the Board determines it is proper to
do so.

2.7      STOCK RECORDS.

         The secretary shall keep the stock transfer books at the registered
office or principal place of business of the corporation, or at the office of
the corporation's transfer agent or registrar. The secretary, or the transfer
agent or registrar, shall enter on the stock transfer books the name and address
of each shareholder, together with the class, number of shares, and date on
which the shares were issued or transferred to the shareholder. Each shareholder
shall keep the shareholder's current address on file with the secretary.

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2.8      RECORD OWNERS.

         The corporation shall treat a shareholder of record as the owner of the
shares for all purposes. The corporation shall not be bound to recognize any
claim to or interest in any share on the part of any other person, whether or
not it has notice of such a claim or interest, until that person's name has been
entered on the transfer books as the shareholder of record.

2.9      STOCK TRANSFERS.

                  (a) METHOD OF TRANSFER. Subject to any restrictions placed on
the transfer of shares at or prior to the time such shares are issued,
shareholders may transfer their shares by delivering the certificates to the
transferee, accompanied by:

                           (1) An assignment in writing on the back of the
certificate, or an assignment separate from certificate, or a written power of
attorney to sell, assign, and transfer the shares which is signed by the record
holder of the certificate; and

                           (2) Any additional documents, instruments, or other
evidences necessary to satisfy the requirements of any transfer restrictions
applicable to the shares by law or by contract.

                  (b) SURRENDER OF OLD CERTIFICATE TO SECRETARY. Upon receipt of
a transferred certificate, a transferee shall surrender the certificate, along
with evidence that the certificate was transferred to the transferee, to the
secretary, so that the secretary may record the transfer on the stock transfer
books and issue a new certificate to the transferee.

                  (c) RECORDING TRANSFERS. Except as otherwise specifically
provided in these Amended and Restated Bylaws, the secretary shall not record
any shares of stock as having been transferred on the books of the corporation
until the outstanding certificates for those shares have been surrendered to the
corporation. The secretary shall cancel all certificates surrendered to the
corporation for transfer. The secretary shall issue no new certificate until the
former certificate representing those shares has been surrendered and cancelled,
except as provided in SECTION 2.6.

2.10     RESTRICTIONS ON TRANSFER.

         The Board may restrict the transfer of the corporation's shares as
permitted by law. The existence of any such restriction shall be noted
conspicuously on the front or back of the certificate. No such restriction will
affect shares issued before the restriction was adopted, unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

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                                   ARTICLE III
                                  SHAREHOLDERS

3.1      ANNUAL MEETING.

         The corporation shall hold a meeting of the shareholders annually on a
date and at a time and place set by the Board. Unless otherwise determined by
the Board, the order of business at the annual meeting of shareholders shall be
as follows:

                  (a) Calling the meeting to order;

                  (b) Proof of notice of meeting, or filing of waivers of
                      notice;

                  (c) Appoint inspector of election, if necessary, determine
                      quorum;

                  (d) Reading of minutes of the last annual meeting;

                  (e) Reports from officers;

                  (f) Reports from committees;

                  (g) Election of directors;

                  (h) Other business; and

                  (i) Adjourn.

3.2      SPECIAL MEETINGS.

         The corporation shall hold a special meeting of the shareholders:

                  (a) On call of the Board, the chairman, or the president; or

                  (b) If the holders of at least ten percent (10%) of all the
votes entitled to be cast on any issue proposed to be considered at the meeting,
sign, date, and deliver to the secretary one or more written demands for a
special meeting which describe the purposes for the meeting.

         Only issues identified in the notice of a special meeting may be
conducted at that meeting. The secretary shall issue notice of any special
meeting as provided in SECTION 3.6(b).

3.3      ADJOURNED MEETINGS.

         The chairman of the meeting may adjourn a shareholders' meeting at any
time a quorum, as that term is defined in SECTION 3.8, is not present. With the
consent of the holders of a majority of the shares represented in person or by
proxy, and entitled to vote at a shareholders' meeting, the chairman of the
meeting may adjourn the meeting for any reason to a time and place determined by
the chairman of the meeting. The chairman of the meeting may adjourn a meeting
at which directors are to be elected only from day to day until the directors
are elected.

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3.4      MEETING PLACE.

         Shareholders' meetings may be held either at the corporation's
registered Alaska office or at any other place designated by the Board and
identified in the notice of the meeting.

3.5      CHAIRMAN OF THE MEETING.

         The chairman shall serve as chairman of all shareholders' meetings. In
the absence of the chairman, the president or any other person appointed by the
Board shall serve as chairman of a shareholders' meeting.

3.6      NOTICE OF SHAREHOLDERS' MEETINGS.

                  (a) ANNUAL MEETINGS. The corporation shall notify the
shareholders of each annual shareholders' meeting. The corporation shall deliver
written or printed notice, as provided in Alaska Corporations Code, AS
10.06.410, as amended from time to time, at least twenty (20), but not more than
sixty (60), days before the meeting date, either personally or by mail, by or at
the direction of the president, secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at the meeting. If
mailed, the notice is considered delivered when deposited with postage prepaid
in the United States mail addressed to the shareholder at the address of the
shareholder as it appears on the stock transfer books of the corporation, or if
the shareholder has filed with the secretary a written request that notice be
mailed to a different address, addressed to the shareholder at the requested
address. Notice of an annual meeting need not include a description of the
purposes of the meeting, unless a purpose of the meeting is to consider an
amendment to the Articles, a planned merger or share exchange, a proposed sale,
lease, or other disposition of all or substantially all of the property of the
corporation other than in the regular course of business, or the dissolution of
the corporation. The corporation must deliver notice to all shareholders
entitled to vote at the annual meeting, and must notify certain other
shareholders of an annual meeting as provided by the Alaska Corporations Code.

                  (b) SPECIAL MEETINGS. The corporation shall notify the
shareholders entitled to vote on the actions to be considered at any special
meeting called pursuant to SECTION 3.2 in the manner prescribed in SECTION
3.6(a). The notice must include a description of the purposes for which the
meeting was called, and, if the meeting is for the purpose of considering an
amendment to the Articles, a planned merger or share exchange, a proposed sale,
lease, or other disposition of all or substantially all of the property of the
corporation other than in the regular course of business, or the dissolution of
the corporation, then the notice must describe the proposed action with
reasonable clarity and must contain or be accompanied by a copy of the proposed
amendment, the plan of merger or exchange, or the agreement of sale or lease, as
applicable. If the corporation fails to issue the notice within ten (10) days
after shareholders holding ten percent (10%) or more of the outstanding shares
entitled to vote on a particular issue have delivered to the secretary written
demand for a special meeting to consider that issue, the shareholders requesting
the meeting may issue the notice on behalf and at the expense of the
corporation.

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                  (c) ADJOURNED MEETINGS. In general, the corporation need not
provide notice to the shareholders of an adjourned meeting if the time, date,
and place for reconvening the meeting is announced before the meeting is
adjourned. However, if the chairman of a meeting adjourns a meeting for more
than one hundred twenty (120) days from the date of the original meeting, the
secretary shall fix a new record date for the adjourned meeting and shall issue
a notice of the adjourned meeting to each shareholder of record entitled to
notice of or to vote at the adjourned meeting in the manner prescribed in
SECTION 3.6(a).

3.7      WAIVER OF NOTICE.

                  (a) WRITTEN WAIVER. A shareholder may waive any notice before
or after the date and time of the meeting that is the subject of the notice.
Except as provided by SECTION 3.7(b) and (c), the waiver must be in writing,
signed by the shareholder entitled to the notice, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.

                  (b) WAIVER BY ATTENDANCE. A shareholder's attendance at a
meeting waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.

                  (c) WAIVER OF OBJECTION TO PARTICULAR MATTER. A shareholder
waives objection to consideration of a particular matter at a meeting that is
not within the purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

3.8      QUORUM.

                  (a) ACTION IF QUORUM PRESENT. Shares issued, outstanding and
entitled to vote may take action on a matter at a meeting only if a quorum, as
defined in the Articles, of those shares is present.

                  (b) SHARES REPRESENTED FOR ENTIRE MEETING. Shareholders
present at a meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken other than
adjournment is approved by at least a majority of shares required to constitute
a quorum.

3.9      ATTENDANCE BY COMMUNICATIONS EQUIPMENT.

         Shareholders may participate in a shareholders' meeting by any means of
communication which enables all persons participating in the meeting to hear
each other simultaneously during the meeting. A shareholder who participates by
means of communications equipment is deemed to be present in person at the
meeting.

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3.10     VOTING.

                  (a) GENERAL RULE. In general and except as otherwise required
by the Alaska Corporations Code or by another provision of these Amended and
Restated Bylaws, if a quorum is present, a matter may be approved if the votes
cast favoring the action exceed the votes cast opposing the action.

                  (b) ELECTION OF DIRECTORS. Directors shall be elected in
accordance with the provisions of SECTION 4.5.

                  (c) AMENDMENTS TO QUORUM RULES. An amendment to the Articles
adding, changing, or deleting either:

                           (1) A quorum for a voting group greater or lesser
than specified in SECTION 3.8;
or

                           (2) A voting requirement for a voting group greater
than specified in SECTION 3.10(a),

must meet the same quorum requirement and be adopted by the same vote and voting
groups required to take action under the quorum and voting requirements then in
effect.

3.11     PROXIES.

                  (a) VOTING BY PROXY. A shareholder may vote the shareholder's
shares in person or by proxy.

                  (b) PROXY APPOINTMENT. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form
pursuant to Alaska Corporations Code, AS 10.06.418 and AS 10.06.420, as such
statutes are amended from time to time.

                  (c) TERM OF APPOINTMENT. An appointment of a proxy is
effective when received by the secretary. An appointment is valid for eleven
(11) months unless it is revoked earlier or the appointment form expressly
provides for a longer period that is consistent with Alaska Corporations Code,
AS 10.06.418, as amended from time to time.

                  (d) DEATH OR INCAPACITY OF SHAREHOLDER. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the corporation to accept the proxy's authority, unless the secretary is given
notice of the death or incapacity before the proxy exercises the proxy's
authority under the appointment.

                  (e) CORPORATION'S POWER TO ACCEPT PROXY'S ACTIONS. The
corporation is entitled to accept a proxy's vote or other action as that of the
shareholder, subject to the provisions of SECTION 3.12 and to any express
limitation on the proxy's authority appearing on the face of the appointment
form.

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3.12     CORPORATION'S ACCEPTANCE OF VOTES.

                  (a) ACCEPTANCE OF VOTE. If the name signed on a vote, consent,
waiver, or proxy appointment corresponds to the name of a shareholder, the
corporation may accept the vote, consent, waiver, or proxy appointment as the
shareholder's act.

                  (b) VOTE NOT BY SHAREHOLDER. If the name signed on a vote,
consent, waiver, or proxy appointment does not correspond to the name of its
shareholder, the corporation may accept the vote, consent, waiver, or proxy
appointment as the shareholder's act if:

                           (1) The shareholder is an entity and the name signed
purports to be that of an officer, partner, or agent of the entity;

                           (2) The name signed purports to be that of an
administrator, executor, guardian, or conservator representing the shareholder
and evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy appointment;

                           (3) The name signed purports to be that of a receiver
or trustee in bankruptcy of the shareholder, and evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver, or proxy appointment;

                           (4) The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and evidence acceptable
to the corporation of the signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent, waiver, or proxy appointment;
or

                           (5) The vote, consent, waiver, or proxy appointment
otherwise complies with Alaska Corporations Code, AS 10.06.420, as amended from
time to time.

                  (c) REJECTION OF VOTE. The corporation may reject a vote,
consent, waiver, or proxy appointment if the secretary has reasonable basis for
doubt about the validity of the signature or about the signatory's authority to
sign for the shareholder.

3.13     SHAREHOLDERS' LIST FOR MEETING.

                  (a) SHAREHOLDERS' LIST. After the corporation fixes a record
date for a meeting, the officer or agent having charge of the stock transfer
books for shares of the corporation shall prepare an alphabetical list of the
names of all shareholders as of the record date who are entitled to notice of a
shareholders' meeting. The list must be arranged by voting group (and within
each voting group by class or series of shares), show the most recent address on
file for each shareholder, and identify the number of shares held by each
shareholder, and shall be complete and kept on file at the registered office of
the corporation at least twenty (20) days prior to the meeting.

                  (b) LIST AVAILABLE FOR INSPECTION. The corporation shall make
the shareholders' list available for inspection by any shareholder, beginning
twenty (20) days prior to the meeting and continuing through the meeting. A

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shareholder, or the shareholder's agent or attorney, may inspect the list during
regular business hours and at the shareholder's expense during the period it is
available for inspection.

                  (c) SHAREHOLDERS ENTITLED TO INSPECT. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books, or to vote at any meeting of
the shareholders.

                  (d) RIGHT TO COPY. A shareholder may copy the shareholders'
list as provided in SECTION 10.2 and 10.3.

                  (e) FAILURE TO COMPLY WITH THIS SECTION. Failure to comply
with the requirements of this SECTION 3.13 shall not affect the validity of any
action taken at such meeting of the shareholders.

3.14     FIXING THE RECORD DATE.

                  (a) DATE FOR MEETINGS. In order to determine the holders of
record of the corporation's stock who are entitled to notice of meetings, to
vote at a meeting or adjournment thereof, and to receive payment of any
dividend, or to make a determination of the shareholders of record for any
proper purpose, the Board may prescribe that the stock transfer books shall be
closed for a stated period which in no event will be more than seventy (70) days
nor less than twenty (20) days, prior to the date of the action which requires
such determination. The Board may, in lieu of closing the stock transfer books
of the corporation, fix a record date which in no event will be more than sixty
(60) days nor less than twenty (20) days prior to the date of the action which
requires such determination as the record date for such determination of
shareholders.

                  (b) DATE FOR ACTION WITHOUT MEETING. The record date for
determining which shareholders may vote to take action without a meeting is the
date the first shareholder signs the consent describing the action to be taken.

3.15     ACTION BY SHAREHOLDERS WITHOUT A MEETING.

                  (a) ACTION AGREED TO BY ALL SHAREHOLDERS. In accordance with
Alaska Corporations Code, AS 10.06.423, as amended from time to time, the
shareholders may take any action within their powers without a meeting if the
action is agreed to by all the shareholders entitled to vote on the action. To
take an action without a meeting, each shareholder entitled to vote on the
action must sign a written consent, identical in content, describing the action
to be taken. The consents must be delivered to the corporation for inclusion in
the minutes or filing with the corporate records.

                  (b) RECORD DATE. The record date for determining shareholders
entitled to take action without a meeting shall be as specified in SECTION
3.14(b).

                  (c) WITHDRAWAL OF CONSENT. A shareholder may withdraw written
consent only by delivering a written notice of withdrawal to the corporation
prior to the time that all consents are filed with the secretary of the
corporation. Such revocation is effective upon receipt by the secretary.

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                  (d) EFFECTIVE DATE OF ACTION. Action taken by the shareholders
without a meeting shall be effective when all consents are in possession of the
corporation, unless the consents specify a later effective date.

                  (e) ACTION BY CONSENT. An action taken by consent has the
effect of a meeting vote and may be described as such in any document.

3.16     SHAREHOLDER PROPOSALS AND NOMINATIONS AT MEETINGS

                  (a) ALL NOMINATIONS AND PROPOSALS. All nominations of
individuals for election to the Board at a meeting of the shareholders and
proposals of business to be considered at a meeting of the shareholders shall be
made as set forth in this SECTION 3.16.

                  (b) PROCEDURES FOR ANNUAL MEETINGS. The procedures to be
followed for an annual meeting of shareholders are as follows:

                           (1) Nomination of individuals for election to the
Board and proposal of business to be considered by the shareholders may be made
at an annual meeting of shareholders,

                                    (A) pursuant to the corporation's notice of
meeting;

                                    (B) by or at the direction of the Board; or

                                    (C) by a shareholder, (i) who was a
shareholder of record both at the time of giving of notice provided for in this
SECTION 3.16(b) and at the time of the meeting and, in the case of proposals,
who had continuously held at least $2,000 in market value or at least one
percent (1%) of the corporation's securities entitled to be voted on the matter
at the meeting for at least one year by the date of submission of the proposal
to the corporation for inclusion on the agenda of the meeting; (ii) who is
entitled to vote at the meeting; and (iii) who complied with the notice and
other requirements set forth in this SECTION 3.16.

                           (2) For nominations or other business to be brought
properly before an annual meeting by a shareholder under SECTION 3.16(b)(1)(C),
the shareholder must have given timely notice of it in writing to the secretary
as provided in this SECTION 3.16 and, in the case of a proposal of business,
that business must be a proper subject for action by the shareholder.

                           (3) As used in SECTION 3.16(b)(2), to be timely, a
shareholder's notice must be delivered to the secretary at the principal
executive offices of the corporation and received not less than one hundred
twenty (120) days nor more than one hundred fifty (150) days prior to the first
anniversary of the release of the corporation's proxy statement to shareholders
for the preceding year's annual meeting. However, in the event that the date of
the annual meeting is advanced by more than thirty (30) days or delayed by more
than sixty (60) days from such anniversary date, notice by the shareholder, to

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be timely, must be so delivered and received not earlier than the 150th day
prior to that annual meeting and not later than the close of business on the
later of the 120th day prior to that annual meeting or the 10th day following
the day on which public announcement of the date of that meeting is first made.

                           (4) The shareholder's notice shall set forth the
following:

                                    (A) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, (i) the name,
age, business and residential addresses, and principal occupation or employment
of each proposed nominee; (ii) the class and number of shares of capital stock
of the corporation which are beneficially owned by that nominee on the date of
that notice; (iii) a description of all arrangements or understandings between
the shareholder and each nominee and the name of any other person or persons
pursuant to which the nomination or nominations are to be made by the
shareholder; (iv) all other information relating to that nominee that is
required to be disclosed in solicitation of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A adopted
pursuant to the Securities Exchange Act of 1934, as amended from time to time;
and (v) the written consent of each proposed nominee to being named as a nominee
in the proxy statement and to serve as a director of the corporation if so
elected;

                                    (B) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
that business at the meeting and any material interest in that business of the
shareholder and of the beneficial owner, if any, on whose behalf the proposal is
made; and

                                    (C) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (i) the name and address of that shareholder, as they appear on the
corporation's books, and of that beneficial owner, if any; (ii) the class and
number of shares of stock of the corporation which are owned beneficially and of
record by the shareholder and that beneficial owner, if any; and (iii) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice or to
propose such other business.

                           (5) The corporation may require any proposed nominee
to furnish any information, in addition to that furnished pursuant to SECTION
3.16(b)(4)(A), that the corporation may reasonably require to determine the
eligibility of the proposed nominee to serve as a director of the corporation.

                           (6) Notwithstanding the provisions of SECTION
3.16(b)(3) to the contrary, in the event that the number of directors to be
elected to the Board is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board made
by the corporation at least one hundred thirty (130) days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice

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required under SECTION 3.16(b) shall also be considered timely, but only with
respect to nominees for any new positions created by that increase, if the
notice shall be delivered to and received by the secretary at the principal
executive offices of the corporation not later than the close of business on the
10th day following the day on which that public announcement is first made by
the corporation.

                  (c) PROCEDURES FOR SPECIAL MEETINGS. The procedures to be
followed for a special meeting of shareholders are as follows:

                           (1) Only such business shall be conducted and only
such proposals shall be acted upon at a special meeting of shareholders as shall
have been brought before that meeting pursuant to the corporation's notice of
meeting.

                           (2) Nominations of persons for election to the Board
may be made at a special meeting of shareholders at which directors are to be
elected, (A) by or at the direction of the Board; or (B) provided that the
notice of the special meeting states that the purpose, or one of the purposes,
of that meeting is to elect directors at the meeting, by any shareholder who is
a shareholder of record both at the time of giving of notice provided for in
this SECTION 3.16 and at the time of the meeting, who is entitled to vote at the
meeting and who complied with the notice and other requirements set forth in
this SECTION 3.16.

                           (3) In the event the corporation calls a special
meeting of shareholders for the purpose of electing one or more directors to the
Board, any such shareholder may nominate a person or persons, as the case may
be, for election to that position as specified in the corporation's notice of
meeting, if the notice containing the same information as would be required
under SECTION 3.16(b)(2)-(6) for an annual meeting is delivered to and received
by the secretary at the principal executive offices of the corporation not
earlier than the 150th day prior to that special meeting and not later than the
close of business on the later of the 120th day prior to that special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting or of the nominees proposed by the Board to be
elected at that meeting.

                           (4) Proposals of business other than the nomination
of persons for election to the Board may be considered at a special meeting
requested by shareholders in accordance with SECTION 3.2 only if the
shareholders give a notice containing the same information as would be required
under SECTION 3.16(b)(2)-(6) for an annual meeting at the time those
shareholders requested the meeting.

                  (d) GENERAL PROVISIONS. The following provisions apply to
shareholder meetings generally:

                           (1) Only persons who are nominated in accordance with
the procedure set forth in this SECTION 3.16 shall be eligible to serve as
directors, and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance with
the procedures set forth in this SECTION 3.16.

                                       13
<PAGE>

                           (2) The Board may reject any nomination or
shareholder proposal submitted for consideration at any meeting of shareholders
which is not made in accordance with the provisions of this SECTION 3.16 or
which is not a proper subject for shareholder action in accordance with
provisions of applicable law.

                           (3) Should the Board fail to consider the validity of
a nomination or shareholder proposal, the presiding officer of the meeting shall
have the power and duty, (A) to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
provisions of this SECTION 3.16 and is a proper subject for shareholder action
in accordance with provisions of applicable law; and (B) if any proposed
nomination or business is not in compliance with this SECTION 3.16 or is not a
proper subject for shareholder action, to declare that the defective nomination
or proposal is disregarded.

                           (4) The provisions of SECTION 3.16(d) shall not
prevent the consideration and approval or disapproval at the meeting of reports
of officers, directors and committees of the Board. However, in connection with
such reports, no new business shall be acted upon at the meeting unless stated,
submitted and received in accordance with the provisions of this Section 3.16.

                           (5) For purposes of this SECTION 3.16, (A) "public
announcement" means disclosure in a press release reported by the Dow Jones News
Service, Associated Press, Reuters or comparable 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 or
any successor provision; and (B) in no event shall the public announcement of a
postponement or adjournment of a meeting commence a new time period for giving
of a shareholder's notice pursuant to this SECTION 3.16.

                           (6) A shareholder may submit no more than one
proposal to the corporation for a particular meeting of shareholders. The
proposal, including any accompanying supporting statement, may not exceed five
hundred (500) words.

                           (7) The corporation may exclude a shareholder
proposal for any of the following substantive reasons: (A) would be improper
under state law; (B) would be a violation of law; (C) would be a violation of
proxy rules; (D) is a personal grievance or special interest; (E) is not
relevant; (F) corporation lacks power or authority to implement; (G) relates to
management functions; (H) relates to election; (I) conflicts with the
corporation's proposal; (J) was substantially implemented; (K) substantially
duplicates another proposal to be addressed at the meeting; (L) is a
resubmission of another proposal; or (M) relates to a specific amount of
dividend.

                           (8) Notwithstanding the other provisions of this
SECTION 3.16, a shareholder shall also comply with all applicable requirements
of state law and the Securities Exchange Act of 1934 and the rules and
regulations adopted under that act with respect to the matters set forth in this
SECTION 3.16. Nothing in this SECTION 3.16 shall be deemed to affect any rights

                                       14
<PAGE>

of shareholders to request inclusion of proposals in, or the corporation's right
to omit proposals from, the corporation's proxy statement pursuant to Rule
14a-8, as amended from time to time.

3.17     RATIFICATION.

         Any action taken by the corporation, the directors, or the officers
which is subsequently authorized, approved, or ratified by vote of the number of
shares that would have been sufficient to approve the action in the first
instance, shall be valid and binding as though ratified by such shareholders of
the corporation.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

4.1      MANAGEMENT RESPONSIBILITY.

         The corporation shall have a Board of Directors, which shall be
responsible for the exercise of all corporate powers. The Board shall manage the
business, affairs, and property of the corporation.

4.2      COMMITTEES.

                  (a) CREATION. The Board may create one or more committees of
directors. Each committee must have two or more members.

                  (b) APPROVAL OF COMMITTEES. The number of directors required
to take action under SECTION 4.11 must approve the creation of a committee.

                  (c) RULES GOVERNING COMMITTEES. The rules governing meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board, under SECTIONS 4.10 through 4.15, apply to
committees.

                  (d) POWERS OF COMMITTEES. Subject to the limitations stated in
SECTION 4.2(e), the Board shall specify the extent to which each committee may
exercise the authority of the Board.

                  (e) LIMITATIONS ON COMMITTEE ACTION. A committee, to the
extent provided in the Articles, these Amended and Restated Bylaws, or the
resolution forming a committee, has the authority of the Board, except as
prohibited by the Alaska Corporations Code, AS 10.06.468, as amended from time
to time.

                  (f) MINUTES. All committees shall keep regular minutes of
their meetings, which shall be included in the corporate minute books at the
registered office of the corporation.

                  (g) NO RELIEF FROM RESPONSIBILITY. Neither the Board nor any
director may be relieved of any responsibility imposed by law, the Articles, or
these Amended and Restated Bylaws by designating a committee and delegating the
Board's or the director's responsibilities to the committee.

                                       15
<PAGE>

4.3      DUTIES OF DIRECTORS.

                  (a) DUE CARE AND LOYALTY. Each person who is a director shall
perform the duties of a director, including any duties the director may have as
a member of any committee:

                           (1) In good faith;

                           (2) In a manner the director reasonably believes to
be in the best interests of the corporation;

                           (3) With the care an ordinarily prudent person in a
like position would use under similar circumstances; and

                           (4) Otherwise in accordance with Alaska Corporations
Code, AS 10.06.450.

                  (b) RIGHT TO RELY ON EXPERTS. In performing corporate duties,
a director may rely on information, opinions, reports, or statements, including
financial statements or other financial data prepared or presented by:

                           (1) One or more officers or employees of the
corporation whom the director reasonably believes to be reliable and competent
in the matters presented;

                           (2) Legal counsel, public accountants, or other
persons concerning matters which the director reasonably believes to be within
their professional or expert competence; or

                           (3) A committee, the deliberations of which the
director reasonably believes merits confidence, concerning matters within the
committee's designated authority.

                  (c) FAILURE TO ACT IN GOOD FAITH. A director fails to act in
good faith if the director relies on information provided by the above persons
even though the director has knowledge concerning a particular matter that would
make reliance on the information unwarranted.

4.4      NUMBER AND QUALIFICATION OF DIRECTORS.

         The Board shall be shall consist of no fewer than that number, or range
of numbers, of directors from time to time designated in the Articles, the
specific number to be set from time to time by resolution of the Board. The
number of directors may be changed from time by resolution of the Board,
provided that such increase or decrease in the number of directors complies with
the requirements of the Alaska Corporations Code, AS 10.06.230 and AS 10.06.453,
as such statutes may be amended from time to time. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Unless a director dies, resigns, or is removed, his or her term of
office shall expire at the next annual meeting of the shareholders; provided,
however, that a director shall continue to serve until his or her successor is
elected, whichever is later. Directors need not be shareholders of the
corporation or residents of the State of Alaska.

                                       16
<PAGE>

4.5      ELECTION OF DIRECTORS.

                  (a) INITIAL DIRECTORS; ANNUAL ELECTIONS. The terms of the
initial directors will expire at the first annual meeting of shareholders. The
shareholders shall elect successor directors at the first annual meeting of
shareholders, and at each annual meeting thereafter.

                  (b) CUMULATIVE VOTING. The right to cumulate votes in the
election of directors shall not exist with respect to shares of stock of this
corporation.

                  (c) ELECTION. In any election of directors, the candidates
elected are those who receive the largest number of votes cast by the shares
entitled to vote in the election.

4.6      TERM OF OFFICE.

         Each director shall hold office for a one-year term until the next
succeeding annual meeting, and thereafter until the director's successor is
elected and qualified. If a director dies, resigns, or is removed, the
director's replacement shall serve throughout the remaining portion of the
director's term, and thereafter until the director's successor is elected and
qualified.

4.7      VACANCY ON BOARD OF DIRECTORS.

         If a vacancy occurs on the Board, except for by reason of removal, the
directors then in office may fill the vacancy by the affirmative vote of a
majority of all the directors in office, even if a quorum is not present.

4.8      RESIGNATION.

         A director may resign at any time by delivering written notice to the
chairman, the president, the secretary, or the Board. A resignation shall take
effect when notice is delivered, unless the notice specifies a later effective
date. The corporation need not accept a resignation for the resignation to be
effective. A resignation shall not affect the rights of the corporation under
any contract with the resigning director.

4.9      REMOVAL.

                  (a) SPECIAL MEETING. The shareholders may remove one or more
directors, with or without cause, at a regular meeting or special meeting of
shareholders called for that purpose. The notice requirements of such meeting
must comply with Alaska Corporations Code, AS 10.06.410 and AS 10.06.460, as
such statutes are amended from time to time.

                  (b) VOTING. The shareholders may remove a director by
affirmative vote of the holders of a majority of the shares entitled to vote on
the election of that director. A director may not be removed if votes sufficient
to elect the director are voted against the director's removal.

                  (c) The Board may declare vacant the office of a director who
has been declared of unsound mind by a court order.

                                       17
<PAGE>

4.10     MEETINGS.

                  (a) ANNUAL MEETING. The first meeting of each newly elected
Board shall be known as the annual Board meeting. The Board shall hold the
annual Board meeting, without notice, immediately after the annual shareholders'
meeting or after any special shareholders' meeting at which new directors are
elected. The Board shall hold the annual Board meeting at the same place as the
annual shareholders' meeting unless the Board specifies another place by
resolution.

                  (b) REGULAR MEETINGS. The Board may hold regular meetings at a
place and on a day and hour fixed by resolution of the Board.

                  (c) SPECIAL MEETINGS. A special meeting of the Board or a
committee of the Board may be called by the chairman, the president, vice
president, the secretary, or a director. The Board shall hold the special
meeting at the place and on the day and hour specified by the person calling the
meeting.

                  (d) ADJOURNED MEETINGS. A majority of the directors present
may vote to adjourn any meeting to another time and place even if the number of
directors present or voting does not constitute a quorum. If the meeting is
adjourned for more than forty-eight (48) hours, the secretary shall give notice
of the time and place of the adjourned meeting to the directors who were not
present at the time the meeting was adjourned.

4.11     QUORUM AND VOTING OF DIRECTORS.

                  (a) MAJORITY CONSTITUTES A QUORUM. A majority of the directors
shall constitute a quorum for the transaction of business at a meeting, except
as otherwise provided in this ARTICLE IV and ARTICLE V and by the Articles. The
act of a majority of the directors present at a meeting at which a quorum is
present is the act of the Board.

                  (b) ACTION IN ABSENCE OF A QUORUM. The Board may continue to
transact business at a meeting at which a quorum was initially present. In order
to take any action (other than adjournment) at a meeting at which a quorum is no
longer present, the action must be approved by at least a majority of directors
required to establish a quorum.

                  (c) DISSENT BY DIRECTOR. A director may abstain or dissent
from any action taken. However, a director may not dissent or abstain if the
director voted in favor of the action taken. A director who is present at a
meeting when action is taken is deemed to have assented to the action taken
unless:

                           (1) The director objects at the beginning of the
meeting to holding the meeting or to transacting business at the meeting;

                           (2) The director's dissent or abstention from the
action taken is entered in the minutes of the meeting; or

                           (3) The director delivers written notice of the
director's dissent or abstention to the chairman of the meeting before the Board
adjourns the meeting or to the corporation within a reasonable time after the
Board adjourns the meeting.

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<PAGE>

4.12     ATTENDANCE BY COMMUNICATIONS EQUIPMENT.

         The directors may participate in a meeting by means of any
communications equipment which enables all persons participating in the meeting
to hear each other simultaneously during the meeting. A director who
participates by means of communications equipment is deemed to be present in
person at the meeting.

4.13     ACTION BY DIRECTORS WITHOUT A MEETING.

         The Board may take any lawful action without a meeting if each director
delivers a signed written consent, identical in content, to the corporation
which describes the action to be taken. An action approved by consent shall have
the same effect as an action approved by unanimous vote at a meeting duly held
upon proper notice, and may be described as such in any document. All consents
shall be inserted into the minute books as if they were the minutes of a Board
meeting. An action taken by consent by the Board shall be effective when the
last director signs the consent, unless the consent specifies a later effective
date.

4.14     NOTICE OF MEETING.

                  (a) REGULAR MEETINGS. A regular meeting of the Board or a
committee designated by the Board may be held without notice if the time and
place of the meeting is fixed by resolution of the Board. The secretary may, but
need not, issue notice of such meeting.

                  (b) SPECIAL MEETINGS. The secretary, or the person calling a
special Board meeting, shall issue notice pursuant to ARTICLE IX of the date,
time, and place of the meeting at least two (2) days preceding the day on which
the meeting is to be held. Any Board meeting shall be properly called if each
director either has received valid notice of the meeting, is present without
objecting, or waives notice of the meeting pursuant to SECTION 4.14(c). The
notice of any regular or special meeting of the Board need not specify the
purpose of the meeting or the actions proposed for the meeting unless these
Amended and Restated Bylaws or the Alaska Corporations Code so requires.

                  (c) WAIVER OF NOTICE. A director may waive notice before or
after the date and time stated in the notice. A waiver shall be equivalent to
receipt of notice. A director may waive notice by submitting a written waiver,
signed by the director entitled to the notice, to the corporation for inclusion
in the minutes or filing with the corporate records. A director also, by
attending or participating in a meeting, waives any required notice of the
meeting unless the director, at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

4.15     CHAIRMAN OF THE MEETING.

         The chairman shall serve as the chairman of the meeting of all Board
meetings. In the absence of the chairman, the president or any other person
appointed by the Board shall serve as the chairman of the meeting of a Board
meeting.

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<PAGE>

4.16     COMPENSATION.

         The Board shall fix the amount or salary to be paid to each director
for service as a director or for attendance at each meeting of the Board. Salary
or payment for service as a director shall not preclude a director from serving
the corporation in any other capacity or from receiving compensation for service
in that other capacity.

4.17     LIABILITY FOR UNLAWFUL DISTRIBUTIONS.

                  (a) DIRECTOR'S LIABILITY. A director who votes for or assents
to an unlawful distribution as set forth in the Alaska Corporations Code, AS
10.06.480, as amended from time to time, is personally liable to the corporation
as set forth in the same statute unless the director complies with and performs
the director's duties as set forth in SECTION 4.3 of these Amended and Restated
Bylaws.

                  (b) RIGHT TO CONTRIBUTION. A director held liable for an
unlawful distribution is entitled to contribution:

                           (1) From every other director who voted for or
assented to the action upon which the liability is based;

                           (2) From each shareholder for the amount the
shareholder accepted knowing the distribution was unlawful; and

                           (3) As otherwise allowed by Alaska Corporations Code,
AS 10.06.480, as amended from time to time.

                                    ARTICLE V
                               DIRECTOR CONFLICTS

5.1      FULL DISCLOSURE AND BOARD OR SHAREHOLDER APPROVAL.

                  (a) SHAREHOLDER OR BOARD APPROVAL FOR CONTRACTS AND
TRANSACTIONS. A contract or other transaction between the corporation and one or
more of its directors, or between the corporation and a corporation, firm, or
association in which one or more of the directors of the corporation has a
material financial interest, is neither void nor voidable because the director
or directors or the other corporation, firm, or association are parties or
because the director or directors are present at the meeting of the Board that
authorizes, approves, or ratifies the contract or transaction, if the material
facts as to the transaction and as to the director's interest are fully
disclosed or known to the:

                           (1) Shareholders and the contract or transaction is
approved by the shareholders in good faith, with the shares owned by the
interested director or directors not being entitled to vote; or

                           (2) Board, and the Board authorizes, approves, or
ratifies the contract or transaction in good faith by a sufficient vote without
counting the vote of the interested director or directors, and the person

                                       20
<PAGE>

asserting the validity of the contract or transaction sustains the burden of
proving that the contract or transaction was just and reasonable as to the
corporation at the time it was authorized, approved, or ratified.

                  (b) COMMON DIRECTORSHIPS. A common directorship does not alone
constitute a material financial interest within the meaning of this section. A
director is not interested within the meaning of this section in a resolution
fixing the compensation of another director as a director, officer, or employee
of the corporation, notwithstanding the fact that the first director is also
receiving compensation from the corporation.

5.2      DIRECTORSHIPS ON OTHER CORPORATIONS OR ASSOCIATIONS

         A contract or other transaction between the corporation and another
corporation, association, or entity of which one or more directors of the
corporation are directors is neither void nor voidable because the director or
directors are present at the meeting of the Board that authorizes, approves, or
ratifies the contract or transaction, if the material facts of the transaction
and the director's other directorship are fully disclosed or known to the Board
and the Board authorizes, approves, or ratifies the contract or transaction in
good faith by a sufficient vote without counting the vote of the common director
or directors, or the contract or transaction is approved by the shareholders in
good faith. This subsection does not apply to contracts or transactions covered
by SECTION 5.1.

5.3      INTERESTED DIRECTORS COUNTED FOR QUORUM

         Interested or common directors may be counted in determining the
presence of a quorum at a meeting of the Board that authorizes, approves, or
ratifies a contract or transaction.

                                   ARTICLE VI
                                 INDEMNIFICATION

6.1      INDEMNIFICATION DEFINITIONS.

         For purposes of this Article:

                  (a) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

                  (b) "Director" means an individual who is or was a director of
the corporation or an individual who, while a director of the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise. A
director is considered to be serving an employee benefit plan at the
corporation's request if the director's duties to the corporation also impose
duties on, or otherwise involve services by, the director to the plan or to
participants in or beneficiaries of the plan. "Director" includes, unless the
context requires otherwise, the estate or personal representative of a director.

                                       21
<PAGE>

                  (c) "Expenses" include attorneys' fees and costs.

                  (d) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.

                  (e) "Official capacity" means:

                           (1) When used with respect to a director, the office
of director in the corporation; and

                           (2) When used with respect to an individual other
than a director, as contemplated in SECTION 6.6, the office in the corporation
held by the officer or the employment or agency relationship undertaken by the
employee or agent on behalf of the corporation. However, "official capacity"
does not include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise.

                  (f) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

                  (g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and whether formal or informal.

6.2      INDEMNIFICATION.

                  (a) RIGHT TO INDEMNITY. Except as provided in SECTION 6.2(d),
the corporation shall indemnify an individual made a party to a proceeding
because the individual is or was a director against liability incurred in the
proceeding if:

                           (1) The individual acted in good faith; and

                           (2) The individual reasonably believed:

                                    (A) In the case of conduct in the
individual's official capacity with the corporation, that the individual's
conduct was in the corporation's best interests, and with respect to a director
or officer, met the standards of conduct as set forth in Alaska Corporations
Code, AS 10.06.450 and/or AS 10.06.483, as such statutes are amended from time
to time; and

                                    (B) In all other cases, that the
individual's conduct was at least not opposed to the corporation's best
interests; and

                                    (C) In the case of any criminal proceeding,
the individual had no reasonable cause to believe the individual's conduct was
unlawful.

                  (b) CONDUCT CONCERNING EMPLOYEE BENEFIT PLANS. A director's
conduct with respect to an employee benefit plan for a purpose the director
reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of SECTION
6.2(a)(2)(B).

                                       22
<PAGE>

                  (c) LEGAL PROCEEDINGS. The termination of a proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the director did not meet
the standard of conduct described in this section.

                  (d) LIMITS ON INDEMNITY. The corporation shall not indemnify a
director under this section:

                           (1) In connection with a proceeding by or in the
right of the corporation in which the director is adjudged liable to the
corporation;

                           (2) In connection with any other proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged liable on
the basis that personal benefit was improperly received by the director; or

                           (3) If such indemnification would otherwise be
prohibited by the Alaska Corporations Code, AS 10.06.490.

                  (e) COVERAGE OF REASONABLE EXPENSES. Indemnification provided
under this ARTICLE VI in connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in connection with the
proceeding.

6.3      ADVANCES FOR EXPENSES.

                  (a) ADVANCES. The corporation shall pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if:

                           (1) The director furnishes the corporation a written
affirmation of the director's good faith belief that the director has met the
standard of conduct described in SECTION 4.3; and

                           (2) The director furnishes the corporation a written
undertaking, executed personally or on the director's behalf, to repay the
advance if it is ultimately determined that the director did not meet the
standard of conduct.

                  (b) DIRECTOR'S UNDERTAKING. The undertaking required by
SECTION 6.3(a)(2) must be an unlimited general obligation of the director, but
need not be secured and may be accepted without reference to financial ability
to make repayment if the Board determines that the risk the advance will not be
repaid is reasonable under the circumstances. Such determination shall be made
by the Board by majority vote of a quorum consisting of directors not at the
time parties to the proceeding.

6.4      DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

                  (a) DETERMINATION OF PROPER CONDUCT. The corporation shall not
indemnify a director under SECTION 6.2 unless authorized in the specific case
after a determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the standard of
conduct set forth in SECTION 6.2.

                                       23
<PAGE>

                  (b) BOARD DETERMINATION. The determination shall be made:

                           (1) By the Board by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;

                           (2) If a quorum cannot be obtained under SECTION
6.4(b)(1), by majority vote of a committee duly designated by the Board (in
which designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding;

                           (3) By special legal counsel:

                                    (A) Selected by the Board or its committee
in the manner prescribed in SECTION 6.4(b)(1) or (2); or

                                    (B) If a quorum of the Board cannot be
obtained under SECTION 6.4(b)(1) and a committee cannot be designated under
SECTION 6.4(b)(2), selected by majority vote of the full Board (in which
selection directors who are parties may participate); or

                           (4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to the proceeding may
not be voted on the determination.

                  (c) AUTHORIZATION OF INDEMNIFICATION. Authorization of
indemnification and evaluation as to reasonableness of expenses shall be made in
the same manner as the determination that indemnification is permissible, except
that if the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made by
those entitled under SECTION 6.4(b)(3) to select counsel.

6.5      SHAREHOLDER AUTHORIZED INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

         If authorized by the Articles, any Bylaw adopted or ratified by the
shareholders, or any resolution adopted or ratified, before or after the event,
by the shareholders, the corporation shall have power to make or agree to
indemnify a director made a party to a proceeding, or obligate itself to advance
or reimburse expenses incurred in a proceeding, without regard to the
limitations in SECTIONS 6.2, 6.3 and 6.4; provided that no such indemnity shall
indemnify any director from or on account of:

                  (a) Acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;

                  (b) Conduct of the director finally adjudged to be in
violation of SECTION 4.17;

                  (c) Any transaction with respect to which it is finally
adjudged that such director personally received a benefit in money, property, or
services to which the director was not legally entitled; or

                  (d) Any actions prohibited from indemnification pursuant to
Alaska Corporations Code, AS 10.06.490, as amended from time to time.

                                       24
<PAGE>

6.6      INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

         The corporation shall indemnify and advance expenses under SECTIONS 6.2
through 6.5 to an officer, employee, or agent of the corporation who is not a
director to the same extent as to a director.

6.7      INSURANCE.

         The corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would have power to indemnify
the individual against the same liability under SECTION 6.2.

6.8      REPORT TO SHAREHOLDERS.

         If the corporation indemnifies or advances expenses to a director under
SECTION 6.2, 6.3, or 6.5 in connection with a proceeding by or in the right of
the corporation, the corporation shall report the indemnification or advance in
writing to the shareholders with or before the notice of the next shareholders'
meeting.

                                   ARTICLE VII
                                    OFFICERS

7.1      OFFICERS AND THEIR DUTIES.

         The corporation shall have a president, a secretary, a treasurer, and
other officers, if so elected by the Board, with titles and duties as stated in
these Amended and Restated Bylaws or determined by the Board and as may be
necessary to enable the corporation to sign instruments and share certificates.
The following officers, if so elected or appointed, shall have the duties
enumerated below:

                  (a) CHAIRMAN OF THE BOARD. The chairman, if so elected, shall
be a director and shall perform the duties assigned to the chairman by the
Board. The chairman shall preside at all meetings of the shareholders and at all
meetings of the Board. The chairman may sign deeds, mortgages, bonds, contracts,
or other instruments, unless these powers have been expressly delegated by the
Board to some other officer or agent of the corporation or are otherwise
required by law to be signed or executed by some other officer or in some other
manner. If the president dies or becomes unable to act, the chairman shall
perform the duties of the president, except as may be limited by resolution of
the Board.

                  (b) PRESIDENT.

                           (1) The president shall be the chief executive
officer of the corporation unless some other officer is so designated by the
Board. The president shall supervise and control the assets, business, and
affairs of the corporation. If no chairman has been elected, the president shall

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<PAGE>

be a director. The president may sign certificates for shares of the
corporation, deeds, mortgages, bonds, contracts, or other instruments, unless
these powers have been expressly delegated by the Board to some other officer or
agent of the corporation. The president shall vote shares in other corporations
that are owned by the corporation, unless the Board prescribes otherwise. The
president shall perform all duties incident to the office of president and any
other duties the Board may prescribe.

                           (2) The president may appoint one or more assistant
secretaries and assistant treasurers, as the president deems necessary.

                  (c) VICE PRESIDENTS. The Board may designate one or more vice
presidents or other officers and assistant officers as the Board determines is
necessary or advisable, or the Board may delegate that power to the president.
The vice presidents shall have the powers and perform the duties accorded to
them by the Board, the Articles, these Amended and Restated Bylaws, or delegated
to them by the chairman or the president. If no chairman has been elected, in
the absence or disability of the president, the vice president designated by the
Board shall perform the duties of the president. When so acting, the designated
vice president shall have all the powers of, and be subject to the same
restrictions as is the president. However, a vice president may not preside as
the chairman of a Board meeting unless that vice president is also a director.

                  (d) SECRETARY.

                           (1) The secretary, or his designated agent, shall:

                                    (A) Prepare the minutes of meetings of the
directors and of the shareholders, keep the minutes in one or more books
provided for that purpose, and be responsible for authenticating the records of
the corporation;

                                    (B) Ensure that all notices are given in
accordance with the provisions of SECTIONS 3.6, 4.14 and ARTICLE IX of these
Amended and Restated Bylaws and as required by law;

                                    (C) Serve as custodian of the corporate
records and the corporate seal, and ensure that the seal is affixed to all
documents requiring the corporation's seal, provided that the document has been
duly authorized for execution;

                                    (D) Keep a register of the address of each
shareholder, director, and officer;

                                    (E) Sign certificates representing the
authorized shares of the corporation;

                                    (F) Maintain the stock transfer books of the
corporation pursuant to the provisions of SECTION 2.7;

                                    (G) Appoint a registrar or transfer agent to
oversee the stock transfer books;

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<PAGE>

                                    (H) When required by law or resolution of
the Board, sign the corporation's deeds, mortgages, bonds, contracts, or other
instruments; and

                                    (I) Perform all other duties incident to the
office of secretary or assigned by the president or the Board.

                           (2) In the absence of the secretary, an assistant
secretary may perform the duties of the secretary.

                  (e) TREASURER.

                           (1) The treasurer shall:

                                    (A) Take custody of and account for all
funds and securities held by the corporation;

                                    (B) Receive and give receipts for sums due
to the corporation, and deposit those sums in the name of the corporation in
banks, trust companies, or other depositories which the Board may select in
accordance with the provisions of these Amended and Restated Bylaws; and

                                    (C) Perform all other duties incident to the
office of treasurer or assigned to the treasurer by the president or the Board.

                           (2) In the absence of the treasurer, an assistant
treasurer may perform the duties of the treasurer.

                  (f) ADDITIONAL DUTIES; OTHER OFFICERS AND AGENTS. The Board
may assign any officer any additional title that the Board deems appropriate.
The Board may delegate to any officer or agent the power to appoint assistant
officers or agents and to prescribe the terms of office, authorities, and duties
of such assistant officers or agents.

                  (g) AUTHORITY TO ENTER CONTRACTS AND TO ISSUE CHECKS AND
DRAFTS. The Board may authorize any officer or agent of the corporation to enter
into contracts or to execute and deliver instruments in the name of and on
behalf of the corporation. The Board may grant either general or limited
authority to its officers and agents to make contracts or execute instruments.
The Board shall authorize certain officers or agents of the corporation to sign
the corporation's checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of the corporation.

7.2      QUALIFICATIONS.

         None of the officers is required to be a director, except as specified
in SECTION 7.1. The same person may hold two or more corporate offices, except
that one person may not hold the offices of president and secretary at the same
time, unless all of the issued and outstanding stock of the corporation is owned
by one person, then such person may hold all or any combination of offices.

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<PAGE>

7.3      STANDARDS OF CONDUCT FOR OFFICERS.

                  (a) DUE CARE AND LOYALTY. An officer with discretionary
authority shall discharge the officer's duties under that authority:

                           (1) In good faith;

                           (2) With the care an ordinarily prudent person in a
like position would exercise under similar circumstances; and

                           (3) In a manner the officer reasonably believes to be
in the best interests of the corporation.

                  (b) RIGHT TO RELY ON EXPERTS. In performing the officer's
duties, the officer may rely on information, opinions, reports, or statements,
including financial statements and other financial data prepared or presented
by:

                           (1) One or more officers or employees of the
corporation whom the officer reasonably believes to be reliable and competent in
the matters presented; or

                           (2) Legal counsel, public accountants, or other
persons concerning matters the officer reasonably believes to be within their
professional or expert competence.

                  (c) FAILURE TO ACT IN GOOD FAITH. An officer fails to act in
good faith if the officer relies on information provided by the above persons
even though the officer has knowledge that makes reliance on the information
unwarranted.

7.4      BONDS.

         The Board may require any officer to post a bond to ensure that the
officer faithfully performs the duties of the office, and that in case of the
death, resignation, retirement or removal of the officer, the officer returns
all books, papers, vouchers, money and other property in the officer's
possession or under the officer's control which belongs to the corporation. The
bond shall be in the amount and with any sureties required by the Board.

7.5      DELEGATION.

         The Board may delegate the powers and duties of an officer who is
absent or unable to act to any officer, director, or other person.

7.6      ELECTION AND TERM OF OFFICE.

           The Board shall elect the officers at the annual Board meeting. If
the Board fails to elect the officers at the meeting, it shall convene a meeting
to elect the officers as soon thereafter as possible. Each officer shall hold
office for a one-year term until the next succeeding annual Board meeting, or
until the officer's successor is elected and qualified, unless the officer dies,
resigns, or is removed.

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<PAGE>

7.7      VACANCIES.

         The Board may fill a vacancy in any office created because of the
death, resignation, removal, or disqualification of an officer, because of the
creation of a new office, or for any other cause.

7.8      RESIGNATION.

         An officer may resign at any time by delivering written notice to the
chairman, the president, any vice president, the secretary, or to each member of
the Board. An officer's resignation shall take effect at the time specified in
the notice or, if the time is not specified, when the notice is delivered. The
corporation need not accept a resignation for the resignation to be effective. A
resignation shall not affect the rights of the corporation under any contract
with the resigning officer.

7.9      REMOVAL.

         The Board may remove an officer or agent of the corporation, with or
without cause. The corporation's action to remove the officer or agent shall not
affect the officer's contract rights against the corporation. Any officer or
assistant officer, if appointed by another officer, may be removed by any
officer authorized to appoint officers or assistant officers.

7.10     COMPENSATION.

         The Board shall set the compensation for the officers and the other
agents and employees of the corporation. The Board may delegate the authority to
set the compensation of the officers, agents, and employees to the president. No
officer may be prevented from receiving compensation as an officer solely
because the officer is also a director of the corporation.

                                  ARTICLE VIII
                           DIVIDENDS AND DISTRIBUTIONS

8.1      DISTRIBUTIONS.

         The Board may authorize and the corporation may make distributions of
cash or other property in the form of a dividend or the purchase, redemption, or
other acquisition of the corporation's shares, unless after making the
distribution:

                  (a) The corporation would be unable to pay its debts as they
become due in the usual course of business;

                  (b) The corporation's total assets would be less than the sum
of its total liabilities plus the amount needed, if the corporation were
dissolved at the time of distribution, to satisfy the preferential rights of
shareholders whose preferential rights are superior to the shareholders who
receive the distribution; or

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<PAGE>

                  (c) Such distribution would be otherwise prohibited by the
Alaska Corporations Code, AS 10.06.358 through AS 10.06.368, as each such
statute may be amended from time to time.

8.2      MEASURE OF EFFECT OF DISTRIBUTION.

         For purposes of determining whether a distribution may be authorized by
the Board and paid by the corporation under SECTION 8.1, the effect of
distribution shall be measured as follows:

                  (a) In the case of a distribution of indebtedness which
requires the corporation to make principal and interest payments only if those
payments would qualify as an allowable distribution under SECTION 8.1, each
payment of principal and interest must qualify as a separate distribution, the
effect of which shall be measured on the date the payment is actually made.

                  (b) In the case of a distribution made through the purchase,
redemption, or other acquisition of the corporation's shares, the effect of the
distribution shall be measured as of the earlier of:

                           (1) The date on which any money or other property is
transferred to the shareholders;

                           (2) The date on which any debt is incurred by the
corporation; or

                           (3) The date on which the shareholder ceases to be a
shareholder with respect to the acquired shares.

                  (c) In the case of a distribution of indebtedness other than
that described in SECTION 8.2(a), the effect of the distribution shall be
measured as of the date the indebtedness is distributed.

                  (d) In any other case, the effect of the distribution shall be
measured either:

                           (1) As of the date on which the distribution is
authorized, if the corporation paid the distribution within one hundred twenty
(120) days after the date of authorization; or

                           (2) As of the date of payment if such date occurs
more than one hundred twenty (120) days after the date of authorization.

8.3      SHARE DIVIDENDS.

                  (a) ISSUANCE TO ALL SHAREHOLDERS. The corporation may issue a
share dividend by issuing shares pro rata to all shareholders or to the
shareholders of one or more classes or series.

                  (b) ISSUANCE TO CLASS OF SHAREHOLDERS. Shares of one class or
series may not be issued as a share dividend in respect of shares of another
class or series unless:

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<PAGE>

                           (1) The Articles so authorize;

                           (2) A majority of the votes entitled to be cast by
the class or series to be issued approve the issue; or

                           (3) There are no outstanding shares of the recipient
class or series to be issued.

8.4      CLOSURE OF THE STOCK TRANSFER BOOKS.

                   The Board may close the stock transfer books for a period of
not more than seventy (70) days for the purpose of making a distribution.

8.5      RESERVES.

                  The corporation may, before making any distribution, set aside
certain amounts to serve as a reserve fund to meet contingencies, or for any
other purpose. Any funds not distributed by the corporation at the end of any
fiscal year shall be deemed to have been thus set aside as a reserve until the
Board otherwise disposes of the funds.

                                   ARTICLE IX
                                     NOTICES

9.1      METHOD OF NOTICE.

                  (a) GENERAL. In general, notices called for under these
Amended and Restated Bylaws shall be given in writing.

                  (b) METHODS OF COMMUNICATION. Except as otherwise provided in
these Amended and Restated Bylaws, notice may be communicated in person; by
telephone, email, facsimile, teletype, or other form of wire or wireless
communication; or by mail or private carrier.

                  (c) EFFECTIVE DATE OF NOTICE TO SHAREHOLDER. Written notice to
a shareholder, if mailed, is considered effective and delivered when deposited
with postage prepaid in the United States mail addressed to the shareholder at
the address of the shareholder as it appears on the stock transfer books of the
corporation, or if the shareholder has filed with the secretary a written
request that notice be mailed to a different address, addressed to the
shareholder at the requested address.

                  (d) NOTICE TO THE CORPORATION. Written notice to the
corporation may be addressed to its registered agent at its registered office or
to the corporation at the address of its principal place of business as shown in
the most recent annual report.

                  (e) EFFECTIVE DATE OF NOTICE TO OTHER PARTIES. Except as
provided above, written notice to other parties shall be effective at the
earliest of:

                           (1) The time of receipt;

                           (2) The date shown on the return receipt if sent by
registered mail; or

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<PAGE>

                           (3) Five (5) days after the notice was deposited in
the U.S. first class mail, postage prepaid.

9.2      ORAL NOTICE.

         The persons convening any meeting of the Board or a committee may give
oral notice of the meeting, which may be communicated in person or by telephone,
email, fax, wire, or wireless communication. Oral notice is effective when
communicated if the notice is communicated in a comprehensible manner. Oral
notice may be communicated either to the director or to a person who the person
giving the notice has reason to believe will promptly communicate the notice to
the director.

                                    ARTICLE X
                                CORPORATE RECORDS

10.1     MAINTENANCE OF CORPORATE RECORDS.

         The corporation shall keep the corporation's minute books and all other
official records of all meetings at its registered office or principal place of
business. The corporation shall keep all minutes and records in written form, or
in a form which may be easily converted to written form. The corporation shall
maintain in its records the following items:

                  (a) The Articles or restated Articles and all amendments to
the Articles;

                  (b) The current Bylaws or restated Bylaws and all amendments
to the Bylaws;

                  (c) The minutes of all shareholders', Board and committee
meetings and records of all actions taken by the shareholders, the Board, or a
committee without a meeting;

                  (d) All financial statements for the past three (3) years;

                  (e) All written communications made to the shareholders within
the last three (3) years;

                  (f) A register of names and business addresses of each
shareholder, director and officer;

                  (g) The last three (3) annual reports; and

                  (h) The stock transfer books of the corporation, as described
in SECTION 2.7.

10.2     SHAREHOLDER'S RIGHT TO INSPECT AND COPY RECORDS.

         The corporation shall make its books and records of account and any of
the records of the corporation described in SECTION 10.1, or certified copies of
such documents, reasonably available for inspection and copying at the
registered office or principal place of business by a shareholder. Such
shareholder inspection shall be upon written demand, made in good faith, and
stating with reasonable particularity the purpose of the inspection. The

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<PAGE>

inspection may be in person or by agent or attorney, during business hours only
and for a proper purpose. Only books and records of account, minutes, and the
records of shareholders directly connected to the stated purpose of the
inspection may be inspected and copied. An officer or agent who, or a
corporation that, refuses to allow a shareholder, or agent or attorney of the
shareholder, to examine and make copies as set forth in this SECTION 10.2 is
liable to the shareholder as set forth in Alaska Corporations Code, AS
10.06.430, as amended from time to time.

10.3     SCOPE OF INSPECTION RIGHT.

                  (a) SHAREHOLDER'S AGENT. A shareholder's agent or attorney has
the same inspection and copying rights as the shareholder.

                  (b) COPIES. A shareholder may obtain copies of the
corporation's records made by photographic, xerographic, or other reasonable
means, including copies in electronic or other non-written form if the
shareholder so requests.

                  (c) CHARGE FOR COPYING. The corporation may charge the
shareholder for the reasonable costs of labor and materials used to produce
copies of any records provided to the shareholder. The charges may not exceed
the estimated cost of producing or reproducing the records.

                  (d) RECORD OF SHAREHOLDERS. The corporation may comply with a
shareholder's demand to inspect the record of shareholders by providing the
shareholder with a list of shareholders that was compiled no earlier than the
date of the shareholder's demand.

10.4     ANNUAL REPORT.

         The Board shall prepare and send an annual report to the shareholders
not later than one hundred eighty (180) days after the close of the fiscal year
or the date on which notice of the annual meeting in the next fiscal year is
sent, whichever is first. The corporation is exempt from this requirement if it
has less than one hundred (100) holders of record of its shares. The annual
report shall comply with all reporting requirements of the Alaska Corporations
Code, AS 10.06.433, as amended from time to time. The corporation shall ensure
that the information in the annual report is current as of the date the
corporation executes the annual report.

                                   ARTICLE XI
                                FINANCIAL MATTERS

11.1     BOOKS AND RECORDS OF ACCOUNT.

         The corporation shall maintain correct and complete books, financial
statements, and records of account. The corporation shall keep its books and
records of account and prepare its financial statements in accordance with
generally accepted accounting principles, which shall be applied on a consistent
basis from period to period. The books, records of account, and financial
statements shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

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<PAGE>

11.2     BALANCE SHEET AND INCOME STATEMENT.

                  (a) ANNUAL BALANCE SHEET AND INCOME STATEMENT. The corporation
shall prepare annually (i) a balance statement showing in reasonable detail the
financial condition of the corporation as of the close of its fiscal year and
(ii) an income statement showing the results of the corporation's operations
during its fiscal year. The corporation shall prepare these statements not later
than required to meet the time obligations of sending the annual report in
SECTION 10.4. These statements shall be prepared in accordance with generally
accepted accounting principles which shall be applied on a consistent basis from
period to period. The president, an authorized officer, or the independent
accountant who prepared the financial statements, shall prepare a certificate to
accompany the annual financial reports attesting to the fact that the preparer
used generally accepted accounting principles in preparing the financial
statements, and describing any respects in which the statements were prepared on
a basis of accounting which was not consistent with statements prepared for the
preceding year.

                  (b) COPIES TO FIVE PERCENT SHAREHOLDERS. A shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of a
class of the corporation may make a written request to the corporation for an
income statement of the corporation for a three-month, six-month, or nine-month
period of the current fiscal year that ended more than thirty (30) before the
date of the request and a balance sheet of the corporation as of the end of the
period and, in addition, if an annual report for the last fiscal year has not
been sent to shareholders, the statements required by SECTION 10.4 for the last
fiscal year. The statement shall be delivered or mailed to the person making the
request within thirty (30) days of the request. A copy of the statements shall
be kept on file in the principal office of the corporation for twelve (12)
months and they shall be exhibited at all reasonable times to a shareholder
demanding an examination of the statements, or a copy of the statements shall be
mailed to that shareholder.

                  (c) COPIES TO OTHER SHAREHOLDERS. The corporation shall mail
promptly, upon written request by a shareholder, a copy of the last annual,
semiannual or quarterly income statement that it has prepared and a balance
sheet as of the end of the period.

11.3     DEPOSITS.

         The officers shall cause all funds of the corporation not otherwise
employed to be deposited to the credit of the corporation in such banks, trust
companies, or other depositories as the treasurer may select.

11.4     LOANS.

                  (a) TO THE CORPORATION. The corporation may not borrow money
or issue evidences of indebtedness unless the Board authorizes the action. The
corporation shall make no loans which are secured by its own shares, except for
indebtedness representing the unpaid purchase price of the corporation's shares.

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<PAGE>

                  (b) TO DIRECTORS OR OFFICERS. A loan may not be extended to an
officer or employee without authorization by the Board. A loan may not be
extended to a director without the approval of two-thirds (2/3) of the voting
shares. A loan to an officer, employee, or director shall conform to the
requirements of Alaska Corporations Code, AS 10.06.485.

11.5     FISCAL YEAR.

         The corporation shall use a calendar year fiscal year unless the Board
expressly determines otherwise.

                                   ARTICLE XII
                        AMENDMENT OF ARTICLES AND BYLAWS

12.1     AMENDMENT OF ARTICLES.

                  (a) BY THE BOARD. The Board may, by majority vote and without
shareholder action, amend the Articles:

                           (1) To delete the names and addresses of the initial
directors, the initial registered agent, and the registered office of the
corporation;

                           (2) To change each issued and unissued authorized
share of an outstanding class into a greater number of whole shares if the
corporation has only shares of that class outstanding; or

                           (3) To make any other changes permitted by the Alaska
Corporations Code, AS 10.06.504 and AS 10.06.506, as such statutes are amended
from time to time, without shareholder action.

                  (b) BY THE BOARD AND SHAREHOLDERS. The Board may submit to the
shareholders for approval one or more proposed amendments to the Articles.
Following notice to all shareholders of a shareholders' meeting in accordance
with the provisions of SECTION 3.6(b), the shareholders may adopt the proposed
amendment if a majority of the votes entitled to vote on each amendment, to
include those set forth in Alaska Corporations Codes, AS 10.06.506, approve.

12.2     RESERVED.

12.3     AMENDMENT OF BYLAWS BY THE BOARD.

         The Board are expressly and exclusively authorized, to the exclusion of
shareholders, to amend, alter, or repeal these Amended and Restated Bylaws by
vote of a majority of the Board at any meeting of the Board, or by unanimous
written consent of the Board, except as provided in Alaska Corporations Code, AS
10.06.230, as amended from time to time. The Amended and Restated Bylaws may be
amended at a special meeting of the Board only if notice of the proposed
amendment was contained in the notice of the meeting.

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<PAGE>

                                  ARTICLE XIII
                                 CORPORATE SEAL

         The Board of Directors may adopt a corporate seal in a form and with an
inscription to be determined by the Board. The seal shall be in the form of a
circle and shall contain the name of the corporation and the year of
incorporation. The application of or failure to apply the seal to any document
or instrument shall not affect the validity of the document or instrument.

                                   ARTICLE XIV
                                  MISCELLANEOUS

14.1     INSPECTOR OF ELECTIONS.

         Before any annual meeting of shareholders, the Board may appoint an
inspector of elections. If the Board does not appoint an inspector of elections,
then the chairman of the meeting may appoint an inspector of elections to act at
the meeting. If the person appointed as inspector of elections fails to act, the
chairman of the meeting may appoint a person to act in the place of the
appointed inspector of elections. The chairman of the meeting shall appoint an
inspector of elections if requested to do so by any shareholder or shareholder's
proxy.

14.2     DUTIES OF INSPECTOR OF ELECTIONS.

         The inspector of elections shall:

                  (a) Determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, whether a quorum
is present, and, with the advice of legal counsel to the corporation, the
authenticity, validity, and effect of proxies;

                  (b) Receive votes, ballots, or consents;

                  (c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;

                  (d) Count and tabulate all votes or consents;

                  (e) Determine the result of any vote; and

                  (f) Do any other acts that may be necessary to conduct the
election or vote with fairness to all shareholders.

14.3     RULES OF ORDER.

                  (a) ROBERT'S RULES GOVERN. The rules contained in the most
recent edition of Robert's Rules of Order, Revised, shall govern all meetings of
shareholders and directors where those rules do not conflict with the Articles
or the Amended and Restated Bylaws.

                  (b) CHAIRMAN OF MEETING. The chairman of the meeting shall
have absolute authority over matters of procedure. There shall be no appeal from
a procedural ruling by the chairman of the meeting. The chairman of the meeting
may dispense with the rules of parliamentary procedure for any meeting or any
part of a meeting. The chairman shall clearly state the rules under which any
meeting or part of a meeting will be conducted.

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<PAGE>

                  (c) ADJOURNMENT DUE TO DISORDER. If disorder should arise
which prevents continuation of the legitimate business of any meeting, the
chairman of the meeting may adjourn the meeting. Any meeting so adjourned may be
reconvened in accordance with SECTIONS 3.3 and 4.10 of these Amended and
Restated Bylaws.

                  (d) REMOVAL OF PERSONS NOT SHAREHOLDERS. The chairman may
require anyone who is not a bona fide shareholder of record or the proxy of a
shareholder of record to leave any shareholders' meeting.

                  (e) MATTERS THE PROPER SUBJECT OF ACTION. The shareholders may
consider and vote on a resolution or motion at a shareholders' meeting only if:

                           (1) The resolution or motion was proposed by a
shareholder or the duly authorized proxy of a shareholder; and

                           (2) The resolution or motion was seconded by an
individual who is a shareholder or the duly authorized proxy of a shareholder
other than the person who proposed the resolution or motion.

14.4     NUMBER AND GENDER.

         When required by the context:

                  (a) The word "it" will include the plural and the word "its"
will include the singular;

                  (b) The masculine will include the feminine gender and the
neuter, and vice versa; and

                  (c) The word "person" will include corporation, firm,
partnership or any other form of association.

14.5     SEVERABILITY.

         If any provision of these Amended and Restated Bylaws or any
application of any provision is found to be unenforceable, the remainder of the
Amended and Restated Bylaws shall be unaffected. If the provision is found to be
unenforceable when applied to particular persons or circumstances, the
application of the provision to other persons or circumstances shall be
unaffected.

                                   ARTICLE XV
                                 AUTHENTICATION

         The foregoing Amended and Restated Bylaws were read, approved, and duly
adopted by the Board on the 31st day of March, 2003. The president and secretary
were empowered to authenticate these Amended and Restated Bylaws by their
signatures below.



                                                         /s/ Perry T. Massie
                                                     --------------------------
                                                     Perry T. Massie, President

ATTEST:

   /s/ Thomas H. Massie
---------------------------
Thomas H. Massie, Secretary

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