SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended December 31, 1999               Commission File No.    0-15148

                             NEWBRIDGE CAPITAL, INC.
                    (Formerly Scientific NRG, Incorporated)
             (Exact name of registrant as specified in its charter)

          Nevada                                            33-0877143
   (State or other jurisdiction         (I.R.S. Employer Indentification Number)
of incorporation or organization)


 4695 MacArthur Court, Suite 530, Newport Beach, CA                 92660
      (Address of principal executive offices)                    (Zip Code)

                                 (949) 833-2094
              (Registrant's telephone number, including area code)

                          Scientific NRG, Incorporated
                   (Former Name, if Changed Since Last Report)




     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                             Yes X         No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


     As of February 14, 2000, there were 3,202,390 shares of the Registrant's no
par value common stock issued and outstanding.

                                               [H:\NBRG\10-qsb\123199.qsb-4.wpd]

<PAGE>

                            NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)
                                      INDEX



                                                                            Page
PART I

Item 1.   Financial Statements

          Balance Sheet - December 31, 1999....................................1

          Statements of Operations - Six Months and Three Months Ended
             December 31, 1999 and 1998........................................2

          Statements of Stockholders' Equity (Deficit) - Six Months Ended
             December 31, 1999.................................................3

          Statements of Cash Flows - Six Months Ended
             December 31, 1999 and 1998........................................4

          Notes to Financial Statements........................................5


Item 2.   Management's Discussion and Analysis of

          Financial Condition and Results of Operations........................8



PART II

Item 1.   Legal Proceedings....................................................9

Item 2.   Changes In Securities................................................9

Item 3.   Defaults Upon Senior Securities......................................9

Item 4.   Submission of Matters to a Vote of Security Holders..................9

Item 5.   Other Information....................................................9

Item 6.   Exhibits and Reports on Form 8-K.....................................9

          Signatures..........................................................10


<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)
                                  Balance Sheet
                       As of December 31, 1999 (Unaudited)



<TABLE>
<CAPTION>
ASSETS
<S>                                                                           <C>

Current assets:
   Cash                                                                        $     971,422
   Marketable securities                                                           1,061,556
   Receivables from affiliates                                                        74,464
   Other current assets                                                               28,601

         Total current assets                                                      2,136,043

Investments, at cost                                                                 629,323
Investment in NuOasis Resorts, Inc.
   Convertible Preferred Stock, at cost                                            8,000,000
Property and equipment, net                                                           31,363


                                                                               $  10,796,729

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                            $      17,638
   Income taxes payable                                                              207,336

         Total current liabilities                                                   224,974

Stockholders' equity:
   Common stock, $.001 par value; 75,000,000 shares authorized;
      3,202,290 shares issued and outstanding                                          3,202
    Preferred stock, $.001 par value; 25,000,000 shares authorized;
      none issued and outstanding                                                          -
    Additional paid-in capital                                                    14,107,216
    Accumulated deficit                                                           (3,538,663)
         Total stockholders' equity                                               10,571,755

                                                                               $  10,796,729

</TABLE>


              See accompanying notes to these financial statements

                                        1
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)
                            Statements of Operations
                    For the Six Months and Three Months Ended
                     December 31, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>



                                              For the Three Months Ended       For the Six Months Ended
                                                     September 30,                   December 31,
                                                  1999           1998             1999          1998
                                               (Unaudited)     (Unaudited)     (Unaudited)    (Unaudited)
<S>                                            <C>              <C>            <C>            <C>

 Net Sales                                     $       -        $ 173,587      $       -      $  244,239
 Cost of Sales                                         -          105,235              -         138,703
 Gross Profit                                          -           68,352              -         105,536
Operating expenses:
 General and administrative                       93,652           38,742        179,993         102,022

          Total operating expenses                93,652           38,742        179,993         102,022

Other (income):
 Gain of sale of marketable securities          (868,003)               -       (868,003)              -
 Interest Income                                  (3,110)               -         (3,110)              -

          Total other (income)                  (871,113)               -       (871,113)              -
Net income (loss) before income
taxes                                            777,461           29,610         691,120          3,514
Income tax provision                             207,336                -        207,336               -



Net income (loss)                              $ 570,125        $  29,610      $ 483,784      $    3,514
Net income (loss) per common share:
 Basic                                         $     .18     $      (.05)$           .15      $     (.01)
 Diluted                                       $     .18     $      (.05)$           .15      $     (.01)
Weighted common
 shares outstanding                            3,202,390         558,676       3,202,390         558,616
</TABLE>

              See accompanying notes to these financial statements

                                        2
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                   For the Six Months Ended December 31, 1999


<TABLE>
<CAPTION>



                                     Common Stock         Additional       Unrealized                    Stockholders

                                                           Paid-in          Loss on      Accumulated       Equity
                                 Shares        Amount      Capital         Marketable      Deficit        (Deficit)
                                                                           Securities
                                 ------       ------       --------         ---------      ---------     ------------

<S>                            <C>           <C>         <C>              <C>            <C>             <C>

Balance, June 30, 1999         3,172,390     $  3,172    $14,089,246               -     $(4,022,447)    $10,069,971

Common stock issued in
connection with services
rendered                          30,000           30         17,970               -               -          18,000

Net Loss                               -            -              -               -         (86,341)        (86,341)

Unrealized loss on
  marketable securities                -            -              -        (164,978)              -        (164,978)


Balance, Sep. 30, 1999         3,202,390     $  3,202    $14,107,216      $ (164,978)    $(4,108,788)    $ 9,836,652
Net income                             -            -              -               -         570,125         570,125
Change in unrealized loss on
  marketable securities                -            -              -         164,978               -         164,978

                               3,202,390     $  3,202    $14,107,216      $        -     $ (3538,663)    $10,571,755
</TABLE>














                  See accompanying notes to financial statement


                                        3
<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                            Statements of Cash Flows
        For the Three Months Ended December 31, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                       <C>                 <C>

                                                                    Six Months
                                                                 Ended December 31,

                                                                1999            1998
                                                            ----------          ------

Cash flows from operating activities:
   Net Income (loss)                                       $ 570,125           $ 3,514
   Adjustments to reconcile net loss to net cash
      Provided by operating activities:
      Depreciation                                                 -               882
      Common stock issued for services rendered               18,000            77,613
      Changes in operating assets and liabilities:
        (Increase) in inventories                                  -           (12,480)
        Decrease in other assets                                   -           (45,215)
        Increase (decrease) in accounts payable and
            accrued expenses                                  82,987           (23,931)
        Increase (decrease) in other  liabilities            (45,436)                -

   Net cash provided by (used in) operating activities       625,677              (383)

Cash flows from investing activities:
   Sale of marketable securities                             943,003                 -
   Gain on sale of marketable securities                    (868,003)                -
   Investment in Atlantic Pacific                           (109,649)                -
   Payments and exchange of Notes Receivable                 378,736                 -

Net cash provided by investing activities                    344,088                 -

Net increase (decrease) in cash                            $ 969,763              (383)

Cash at beginning of period                                $   1,659           $14,367

Cash at end of period                                      $ 971,422           $13,984

Non-cash investing and financing activities:

   Common stock issued for services rendered               $  18,000           $77,613
</TABLE>





              See accompanying notes to these financial statements

                                        4
<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999



1.       ORGANIZATION AND HISTORY

Business and Organization

     NewBridge  Capital,  Inc. (the "Company") was  incorporated in the state of
Minnesota  in  1983  under  the  name  of  Scientific   NRG,  Inc.  The  Company
historically  designed,   manufactured  and  marketed  custom  energy  efficient
lighting products utilizing compact fluorescent lamp technology primarily within
the United  States.  The  principal  products  were  energy  efficient,  compact
fluorescent  downlight  fixtures  primarily for the downlight  canister retrofit
market.

     On August 15, 1998, the Company's  Board of Directors  approved the sale of
the Company's  downlight  business,  which constitutes  substantially all of the
Company's  assets and  operations.  On June 29, 1999, the Company  completed the
sale of its downlight business which included substantially all of the Company's
assets and operations.

     Effective  June  30,  1999,  the  Company  consummated  an  asset  purchase
agreement  with NuVen  Capital  L.P.  ("NuVen"),  which  resulted in the Company
acquiring  certain  assets of NuVen,  in exchange for  22,344,652  shares of the
Company's common stock valued at $10,090,793,  based the estimated fair value of
the underlying assets acquired. No liabilities were assumed in this transaction.
The assets obtained by the Company  consisted of Series D Convertible  Preferred
Stock of  NuOasis  Resorts,  Inc.,  totaling  $8,000,000;  certain  receivables,
primarily from  affiliates,  with a net carrying  value of $403,200;  marketable
securities in  affiliates  totaling  $1,136,556;  and other  non-current  assets
totaling $551,037. As a result of this transaction, NuVen obtained approximately
70% control of the Company. The assets acquired were accounted for at historical
bases similar to a recapitalization.

     In January 1999, the Company  merged with a newly formed entity,  NewBridge
Capital,  Inc., a Nevada  corporation,  thus effecting a change in the corporate
domicile.  As part of the merger,  each  shareholder  will  receive one share of
NewBridge  Capital,  Inc.  common stock for every ten shares of Scientific  NRG,
Inc. common stock. Any fractional  shares payable will be paid as a whole share.
All common stock shares have been restated to reflect the exchange of shares.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

     At December 31, 1999, the Company's operation consisted of managing certain
investments  and  seeking  business  opportunities.  The  Company's  plan  is to
liquidate or exchange its interests to acquire  interests in other  ventures and
new opportunities. Management believes that its working capital is sufficient to
meet its working capital requirements for a period of 12 months from the balance
sheet date.
                                        5

<PAGE>


                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1999



2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

     The  preparation of the financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosure of contingent liabilities at the date of the financial statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Property and Equipment

     The values  reflected in its Annual Report on Form 10 KSB for the Company's
fiscal  year  ended  June  30,  1999,  are  carried  forward  here  at  $31,363.
Depreciation for the current year will be taken into consideration at year end.
Earnings (Loss) Per Common Share

     Net income  (loss) per common  share is  calculated  by dividing net income
(loss) by the weighted average number of shares  outstanding  during the period.
Common stock equivalents had no effect on earnings per share.

Issuance of Common Stock for Services

     On July 14,  1999,  the Company  issued  30,000  shares of common stock for
services to be rendered in connection with a retainer  agreement which commenced
on July 1, 1999 and expiring on June 30, 2000.  Such shares were  registered  by
management of the Company with the Securities and Exchange  Commission  pursuant
to Form S-8.

Unaudited Interim Financial Statements

     The interim  financial  data as of  December  31,  1999,  and for the three
months and six months ended  December 31, 1999 and 1998, is unaudited;  however,
in the  opinion of  management,  the  interim  data  includes  all  adjustments,
consisting only of normal recurring adjustments, necessary to present fairly and
Company's  financial  position as of December 31,  1999,  and the results of its
operations and cash flows for the three months and six months ended December 31,
1999 and 1998.

                                        6

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1999


3.       MARKETABLE SECURITIES

     In connection  with the asset purchase  agreement  with NuVen,  the Company
obtained  shares  of  common  stock  in  affiliated  companies  of  NuVen.  Each
investment  represents  less  than 10% of the  outstanding  common  stock of the
investee and each security is nationally  quoted on the OTC:  Bulletin  Board of
the National  Association of Securities  Dealers.  As such,  each  investment is
accounted for in accordance with the provisions of SFAS No. 115.

     Management has classified these investments as available-for-sale  based on
its intent to liquidate, or exchange these equity securities for other interests
or operating  businesses.  In  accordance  with the  provisions of SFAS No. 115,
these equity  securities  are  presented in the  accompanying  balance  sheet as
current  assets at their  estimated  fair values.  Management has determined the
fair market value of these investments in accordance with the provisions of SFAS
No.  115.  The fair  market  value  at  December  31,  1999,  of the  Marketable
Securities was $2,562,519  with a carrying value of $1,061,556.  The fair market
value at February 11, 2000, of these Securities was $1,978,105.

4.       RECEIVABLES FROM AFFILIATES


     Receivables from affiliates  represent  non-interest bearing amounts in the
amount of $74,464 from certain affiliated companies.

5.       INVESTMENTS AT COST

     In  connection  with the asset  purchase  agreement,  the Company  acquired
certain investments in affiliated companies. Included in these investments is an
investment in the Yes license at a cost to NuVen of $389,481. In accordance with
generally accepted accounting principles, the acquisition of the Yes license was
recorded at predecessor  basis.  The Company also has an interest in 3.5 million
shares of common  stock of Yes  valued  at  approximately  $0.03 per share for a
total  investment at fair market value of $91,382.  The Company intends to carry
this  investment  at  cost  due  to  the  relatively  immaterial  amount  of the
investment.

     Included in investments at cost are investments in the common stock of Hart
and Diversified. The Company acquired 750,000 and 474,085 shares of common stock
of Hart and Diversified,  respectively.  Currently, there is no market for these
shares and thus, the fair market price per share is not readily determinable. As
such, these investments are recorded in the accompanying financial statements as
of  December  31, 1999 at  predecessor  basis of $7,500 and $31,311 for Hart and
Diversified, respectively.


                                        7

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1999


     In October  1999,  the  Company  entered  into an exchange  agreement  with
Xplorer,  S.A., an unrelated company.  In this agreement,  the Company exchanged
the uncollected  portion of certain  receivables  from affiliated  (described in
Note  1)  for  1,274,960  membership  units  of  Atlantic  Pacific  Trust,  LLC.
Currently,  there is no market for these units and thus,  the fair market  price
per unit is not readily  determinable.  As such,  this investment is recorded in
the  accompanying  financial  statements  at December 31, 1999,  at the basis of
notes receivable exchanged for this investment of $109,649.

6.       INVESTMENT IN NuOASIS RESORTS, INC.

     In connection  with the asset purchase  agreement  with NuVen,  the Company
acquired  19,200,000 shares of NuOasis Resort,  Inc., Series D Preferred on June
30,  1999  with  a  carrying  value  of  $8,000,000.  The  Company  obtained  an
independent  appraisal  of the  Series D  Preferred  at a fair  market  value of
approximately  $10.9 million.  Since the Company is required to record the asset
using  the   predecessor's   basis,  the  Company  recorded  the  investment  at
$8,000,000.

     In accordance with generally accepted accounting  principles,  the Series D
Preferred  is accounted  for under the cost  method,  since the Company does not
share in the earnings and losses of NuOasis Resorts,  Inc., since  participation
in  earnings  and  losses  is based on the  shares of  common  stock  held by an
investor without  recognition of securities of the investee which are designated
as common stock equivalents.

                                        8

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1999


ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS

Going Concern

     The Company has experienced recurring net losses and management's intent is
to continue searching for additional business opportunities. The Company intends
to utilize its asset base as a source of operating  capital while  continuing to
operate  with  minimal  overhead and key  administrative  functions  provided by
consultants  who are  compensated  in the form of the  Company's  common  stock.
Accordingly, the accompanying financial statements have been presented under the
assumption the Company will continue as a going concern.

Results of Operations

     Six Months Ended  December 31, 1999  Compared to Six Months
                            Ended December 31, 1998

     There were no operations  during the six months ended December 31, 1999 and
as such, there were no revenues or cost of revenues  recorded during the current
six months. In the six months ended December 31, 1998, the Company was operating
at minimum levels and the decision was made during this 1999 period by the Board
of Directors to seek other opportunities.

     General and administrative  expenses was $179,993 in the current six months
compared  to  $102,022  in the  comparable  period  last  year.  The  change  is
attributable  to continued  services  provided by  professional  consultants and
other advisors.

Quarter Ended December 31, 1999 Compared to Quarter Ended December 31, 1998

     General and  administrative  expenses  was  $93,652 in the current  quarter
compared  to  $38,742  in  the  comparable  period  last  year.  The  change  is
attributable  to continued  services  provided by  professional  consultants and
other advisors.

Liquidity and Capital Resources

     As of December 31, 1999,  the Company had working  capital of $1,911,069 an
increase of $595,335 from June 30, 1999.

     The Company  had cash  balances of  approximately  $971,422  and $13,984 at
December 31, 1999 and 1998,  respectively.  The increase in cash balance in 1999
is a direct result of the Company selling certain marketable securities.

     The Company's plan is to keep  searching for additional  sources of capital
and new operating  opportunities.  In the interim,  the Company will utilize its
asset base as a source of funds to sustain operations.


                                        9

<PAGE>

                             NEWBRIDGE CAPITAL, INC.
                     (Formerly SCIENTIFIC NRG, INCORPORATED)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                December 31, 1999

                           PART II: OTHER INFORMATION

Item 1.           Legal Proceedings

     There  have been no  changes  since the  Company's  last  report in Item 3,
"Legal Proceedings," of Form 10-KSB.

Item 2.           Changes In Securities

     In January 1999, the Company  merged with a newly formed entity,  NewBridge
Capital,  Inc., a Nevada  corporation,  thus effecting a change in the corporate
domicile.  As part of the merger,  each  shareholder  will  receive one share of
NewBridge  Capital,  Inc.  common stock for every ten shares of Scientific  NRG,
Inc. common stock. Any fractional  shares payable will be paid as a whole share.
All common stock shares have been restated to reflect the exchange of shares.

Item 3.           Defaults Upon Senior Securities

     Not Applicable.

Item 4.           Submission Of Matters To A Vote Of Security Holders

     None

Item 5.           Other Information

     None

Item 6.           Exhibits And Reports On Form 8-K

       (a)    Exhibits:

              3.1     Articles of Incorporation of NewBridge Capital, Inc.
              3.2     By-laws of NewBridge Capital, Inc.
              27      Financial Data Schedule

       (b)    Form 8-K - None

                                       10
<PAGE>

                                   SIGNATURES



     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             NewBridge Capital, Inc.
                     (FormerlySCIENTIFIC NRG, INCORPORATED)
                                  (Registrant)



Date:    February 14, 2000          By:/s/   FRED G. LUKE
                                       Fred G. Luke,
                                       President and Principal Accounting Person

                                       11
<PAGE>


EXHIBITS

                                   EXHIBIT 3.1
                            ARTICLES OF INCORPORATION
                                       OF
                             NewBridge Capital Inc.
                                    * * * * *
     FIRST: The name of the corporation is NewBridge  Capital Inc.  SECOND:  Its
registered office in the State of Nevada is located at 4001 South Decatur Blvd.,
Las Vegas,  Nevada 89103. The name of its resident agent at that address is Fred
Graves  Luke.  THIRD:  The  aggregate  number of shares of all classes of stock,
which the  Corporation  shall have  authority  to issue is One  Hundred  Million
(100,000,000)  of  which  Seventy  Five  Million  (75,000,000)  shares  will  be
designated  $.001 par value  common  stock  ("Common  Stock"),  and Twenty  Five
Million  (25,000,000) shares shall be designated $.001 par value preferred stock
("Preferred Stock").  Without further  authorization from the shareholders,  the
Board of  Directors  shall have the  authority  to divide the Common  Stock into
separate classes or series with such designations,  preferences or other special
rights, or qualifications, limitations or restrictions thereof prior to issuance
of the shares of such series or class of Common Stock, and to forward or reverse
split or divide  into  separate  classes or series  such ssues  shares of Common
Stock without  affecting  the total number of shares of Common Stock  authorized
hereby,  and,  further,  to divide and issue from time to time any or all of the
Twenty Five Million (25,000,000) shares of such Preferred Stock into one or more
series  with  such  designations,   preferences  or  other  special  rights,  or
qualification,  limitations or restrictions thereof, as may be designated by the
Board of  Directors,  prior to the  issuance  of such  series,  and the Board of
Directors is hereby  expressly  authorized to fix by  resolution or  resolutions
only and without further action or approval of the  corporation's  shareholders,
prior  to  such  issuance,   such   designations,   preferences   and  relative,
participating, optional or other special rights, or qualifications,  limitations
or restrictions,  including, without limitation the date and times at which, and
the rate, if any, or rates at which  dividends on such series of Common Stock or
Preferred Stock shall be paid;
                                                          [NEWBRID\MIN:ARTOFINC]
<PAGE>
     the  rights,  if any,  of the holders of such class or series of the Common
Stock or Preferred  Stock to vote and the manner of voting,  except as otherwise
provided by the law, the rights,  if any, of the holders of shares of such class
or series of Common  Stock or  Preferred  Stock to  convert  the same  into,  or
exchange the same for, other classes of stock of the Corporation,  and the terms
and conditions for such conversion or exchange;  the redemption  price or prices
and the time at which, and the terms and conditions of which, the shares of such
class or series of Common Stock or Preferred  Stock may be redeemed;  the rights
of the  holders of shares of such class or series of Common  Stock or  Preferred
Stock upon the voluntary or  involuntary  liquidation,  distribution  or sale of
assets,  dissolution  or  winding  up of the  Corporation,  and the terms of the
sinking fund or redemption or purchase account,  if any, to be provided for such
class  or  series  of  Common  Stock  or  Preferred  Stock.  The   designations,
preferences, and relative, participating,  optional or other special rights, the
qualifications,  limitations or restrictions thereof, of each additional series,
if any, may differ from those of any and all other series  already  outstanding.
Further, the Board of Directors shall have the power to fix the number of shares
constituting  any classes or series and  thereafter  to increase or decrease the
number of shares of any such class or series  subsequent  to the issue of shares
of that  class or series  but not above  the  number of shares of that  class or
series then authorized. FOURTH: The governing Board of this Corporation shall be
known as  directors,  and the  number  of  directors  may  from  time to time be
increased  or  decreased  in such  manner as shall be provided by the by-laws of
this  Corporation.  The name and address of the first Board of Directors,  which
shall be one (1) in number, is as follows:

         NAME                                         ADDRESS
      Fred G. Luke                          4695 MacArthur Court, Suite 530
                                            Newport Beach, California 92660


<PAGE>


     FIFTH:  The name and address of the  incorporator  signing the  Articles of
Incorporation is as follows:

         NAME                                         ADDRESS
      Fred G. Luke                          4695 MacArthur Court, Suite 530
                                            Newport Beach, California 92660


     SIXTH: To the fullest extent  permitted by Nevada Revised Statute 78.037 as
the same  exists or may  hereafter  be  amended,  an officer or  director of the
corporation   shall  not  be  personally   liable  to  the  corporation  or  its
stockholders  for  monetary  damages  due to  breach of  fiduciary  duty as such
officer or director.
     SEVENTH:  The purpose of this  Corporation is to engage in
any lawful act or activity for which a  corporation  may be organized  under the
General Corporation Law of Nevada.
     EIGHTH: The following provisions are inserted
for the  management  of the  business  and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the  Corporation  and of its  directors  and  stockholders:  (1) The Board of
Directors shall have power without the assent or vote of the stockholders:

     (a) To make,  alter,  amend,  change,  add to or repeal the  by-laws of the
Corporation;   to  fix  and  vary  the  amount  of  capital  or  shares  of  the
Corporation's  capital stock to be reserved or issued for any proper purpose; to
authorize  and cause to be executed  mortgages and liens upon all or any part of
the property of the  Corporation;  to determine the use and  disposition  of any
surplus or net profits;  and to fix the times for the declaration and payment of
dividends.
     (b) To determine  from time to time  whether,  and to what times and
places,  and under what  conditions  the accounts  and books of the  Corporation
(other than the stock ledger) or any of them, shall be open to the inspection of
the stockholders.

<PAGE>

     (2) The  directors in their  discretion  may submit any contract or act for
approval  or  ratification  at any  annual  meeting of the  stockholders  or any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  and any  contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the  Corporation  which is
represented  in person or by proxy at such  meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the Corporation and upon all the
stockholders as though it has been approved or ratified by every  stockholder of
the  Corporation,  whether or not the contract or act would otherwise be open to
legal attack  because of directors'  interest,  or for any other reason.
     (3)  Inaddition to the powers and  authorities  hereinbefore  or by statute
expressly  conferred upon them,  the directors are hereby  empowered to exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation;  subject,  nevertheless,  to the provisions of the statutes of
Nevada,  of this  certificate,  and to any by-laws from time to time made by the
stockholders;  provided,  however,  that no by-laws so made shall invalidate any
prior act of the  directors  which  would have been valid if such by-law had not
been made.
     (4) The holders of one-third of the voting power of the shares  entitled to
vote at a meeting,  represented either in person or by proxy, shall constitute a
quorum for the  transaction  of business  at any  regular or special  meeting of
shareholders.
     (5) Cumulative  voting by the shareholders of this Corporation shall not be
permitted in any election of directors.
<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned,  Fred G. Luke,  for the  purpose of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring and
certifying  that the facts  herein  stated  are  true;  and  accordingly  I have
hereunto set my hand this day of July, 1999.

                                   /s/      Fred G. Luke
                                   Fred G. Luke, President/Secretary

<PAGE>

STATE OF CALIFORNIA                 )
                                    )
COUNTY OF ORANGE                    )



     I, Joni Sand , Notary Public  hereby  certify that on the 15th day of July,
1999,  personally  appeared  before me Fred G. Luke,  who being by me first duly
sworn,  declared  that he is the person who signed  the  foregoing  document  as
Incorporator, and that the statement therein contained are true.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and seal this 15th day of
July 1999.

         My commission expires   10-29-01  .





                                         /s/ Joni Sand
                                                    Notary Public





                    CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

                                BY RESIDENT AGENT

     I, Fred Graves Luke, hereby accept the appointment as Resident Agent of the
above-named corporation.


DATE:         July 15, 1999            /s/     Fred Graves Luke
                                               Fred Graves Luke

<PAGE>


                                   EXHIBIT 3.2
                             NEWBRIDGE CAPITAL, INC.
                                    * * * * *
                                  B Y - L A W S
                                    * * * * *

                                    ARTICLE I
                                     OFFICES
     Section 1. The registered office shall be in Las Vegas, Nevada.  Section 2.
The  corporation  may also have  offices at such other  places  both  within and
without  the State of Nevada  as the  board of  directors  may from time to time
determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
     Section l. All annual  meetings  of the  stockholders  shall be held in the
City of Las Vegas, State of Nevada.  Special meetings of the stockholders may be
held at such time and place  within or  without  the State of Nevada as shall be
stated in the  notice of the  meeting,  or in a duly  executed  waiver of notice
thereof.  Section 2. Annual meetings of  stockholders,  commencing with the year
1999,  shall be held on November  10th, if not a legal  holiday,  and if a legal
holiday,  then on the next secular day following,  at 10:00 A.M.,  at which they
shall elect by a plurality  vote a board of  directors,  and transact such other
business as may properly be brought before the meeting.

                                       19
<PAGE>

     Section  3.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute  or  by  the  articles  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or at the request in writing of stock  holders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.

     Section  4.  Notices  of  meetings  shall be in  writing  and signed by the
president or a vice president,  or the secretary,  or an assistant secretary, or
by such other person or persons as the directors  shall  designate.  Such notice
shall state the purpose or purposes for which the meeting is called and the time
when and the place where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each stockholder
of record entitled to vote at such meeting not less than ten nor more than sixty
days before such meeting.  If mailed,  it shall be directed to a stockholder  at
his  address as it appears  upon the  records of the  corporation  and upon such
mailing of any such notice, the service thereof shall be complete,  and the time
of the  notice  shall  begin to run from the date  upon  which  such  notice  is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership  shall constitute  delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
or mailing of the notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.

     Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 6. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except  as  otherwise  provided  by  statute  or by  the  articles  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present or represented. At such adjourned

<PAGE>

     meeting at which a quorum shall be present or represented, any business may
be  transacted  which might have been  transacted  at the meeting as  originally
notified.

     Section 7. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having  voting power present in person
or represented  by proxy shall decide any question  brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of  incorporation  a different  vote is required in which case such
express  provision  shall  govern and  control the  decision  of such  question.

     Section 8. Every stockholder of record of the corporation shall be entitled
at each meeting of  stockholders to one vote for each share of stock standing in
his name on the books of the corporation.

    Section  9. At any  meeting of the  stockholders,  any  stockholder  may be
represented  and  vote by a proxy  or  proxies  appointed  by an  instrument  in
writing. In the event that any such instrument in writing shall designate two or
more  persons to act as  proxies,  a  majority  of such  persons  present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated  unless the instrument  shall otherwise  provide.  No such
proxy  shall be valid  after the  expiration  of six months from the date of its
execution,  unless coupled with an interest,  or unless the person  executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its  execution.  Subject to
the above,  any proxy duly  executed is not revoked and  continues in full force
and effect until an instrument  revoking it or a duly  executed  proxy bearing a
later date is filed with the secretary of the corporation.

     Section 10. Any action,  which may be taken by the vote of the stockholders
at a  meeting,  may be taken  without a meeting  if  authorized  by the  written
consent of stockholders  holding at least a majority of the voting power, unless
the  provisions  of the statutes or of the articles of  incorporation  require a
greater  proportion of voting power to authorize  such action in which case such
greater proportion of written consents shall be required.


<PAGE>

                                   ARTICLE III
                                    DIRECTORS

     Section l. The number of  directors  shall be neither  more than 5 nor less
than 3. The number of directors is to be fixed by vote of the shareholders.  The
directors shall be elected at the annual meeting of the stockholders, and except
as provided  in Section 2 of this  article,  each  director  elected  shall hold
office  until his  successor  is elected and  qualified.  Directors  need not be
stockholders.

     Section 2.  Vacancies,  including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors though less
than a quorum.  When one or more  directors  shall  give  notice of his or their
resignation to the board, effective at a future date, the board shall have power
to fill such  vacancy or  vacancies  to take  effect  when such  resignation  or
resignations  shall become effective,  each director so appointed to hold office
during  the  remainder  of the  term of  office  of the  resigning  director  or
directors.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by  these  by-laws  directed  or  required  to be  exercised  or  done by the
stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Nevada.

<PAGE>

     Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual  meeting and no notice of such  meeting  shall be necessary to the
newly elected  directors in order legally to constitute the meeting,  provided a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event  such  meeting is not held at the time and place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver signed by all
of the directors.

     Section 6. Regular  meetings of the board of directors  may be held without
notice at such time and place as shall  from time to time be  determined  by the
board.

     Section 7. Special  meetings of the board of directors may be called by the
president or secretary on the written request of one director. Written notice of
special  meetings of the board of directors  shall be given to each  director at
least 3 days before the date of the meeting.

     Section  8. A  majority  of the  board  of  directors,  at a  meeting  duly
assembled,  shall be  necessary to consti tute a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which a quorum is present shall be the act of the board of directors,  except as
may  be  otherwise  specifically  provided  by  statute  or by the  articles  of
incorporation.  Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing,  setting forth
the action so taken,  shall be signed by all of the  directors  entitled to vote
with respect to the subject matter thereof.

                             COMMITTEES OF DIRECTORS

     Section 9. The board of directors  may, by resolution  passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of one or  more  of the  directors  of the  corporation,  which,  to the  extent
provided in the resolution,  shall have and may exercise the powers of the board
of directors in the
<PAGE>

     management  of the  business and affairs of the  corporation,  and may have
power to authorize  the seal of the  corporation  to be affixed to all papers on
which the  corporation  desires to place a seal.  Such  committee or  committees
shall  have  such  name  or  names  as may be  determined  from  time to time by
resolution adopted by the board of directors.

     Section 10. The committees shall keep regular minutes of their  proceedings
and report the same to the board when required.

                            COMPENSATION OF DIRECTORS

     Section 11. The directors may be paid their expenses, if any, of attendance
at each  meeting  of the  board  of  directors  and may be paid a fixed  sum for
attendance  at each  meeting  of the board of  directors  or a stated  salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     NOTICES

     Section l. Notices to directors  and  stockholders  shall be in writing and
delivered  personally  or  mailed  to the  directors  or  stockholders  at their
addresses  appearing  on the books of the  corporation.  Notice by mail shall be
deemed  to be given  at the time  when the  same  shall  be  mailed.  Notice  to
directors may also be given by facsimile telecommunication.

<PAGE>

     Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or  stockholders,  consent,  either by a writing on the records of the
meeting or filed with the  secretary,  or by presence  at such  meeting and oral
consent entered on the minutes,  or by taking part in the  deliberations at such
meeting  without  objection,  the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed,  and at such meeting any business
may be  transacted  which is not  excepted  from the  written  consent or to the
consideration  of which no objection for want of notice is made at the time, and
if any meeting be irregular  for want of notice or of such  consent,  provided a
quorum was  present at such  meeting,  the  proceedings  of said  meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived by a writing  signed by all parties  having the right to vote at
such meetings;  and such consent or approval of stockholders  may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

     Section 3.  Whenever any notice  whatever is required to be given under the
provisions  of the  statutes,  of the  articles  of  incorporation  or of  these
by-laws,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

     Section l. The officers of the corporation  shall be chosen by the board of
directors  and  shall  be a  president,  a vice  president,  a  secretary  and a
treasurer. Any person may hold two or more offices.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of stockholders shall choose a president,  a vice president, a secretary
and a  treasurer,  none of whom need be a member of the  board.

     Section 3. The board of directors may appoint  additional vice  presidents,
and assistant  secretaries and assistant  treasurers and such other officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

<PAGE>

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
by death,  resignation,  removal  or  otherwise  shall be filled by the board of
directors.

                                  THE PRESIDENT

     Section  6. The  president  shall be the  chief  executive  officer  of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors,  shall have  general  and active  management  of the  business of the
corporation,  and  shall see that all  orders  and  resolutions  of the board of
directors are carried into effect.  Section 7. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except where the signing and execution  thereof shall be expressly  delegated by
the board of directors to some other officer or agent of the corporation.

<PAGE>

                               THE VICE PRESIDENT
     Section 8. The vice  president  shall,  in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform  such  other  duties  as the  board of  directors  may from time to time
prescribe.

                                  THE SECRETARY

     Section  9.  The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the board of  directors,  and shall
perform  such other  duties as may be  prescribed  by the board of  directors or
president,  under whose  supervision  he shall be. He shall keep in safe custody
the seal of the  corporation  and,  when  authorized  by the board of directors,
affix the same to any instrument  requiring it and, when so affixed, it shall be
attested by his  signature or by the  signature of the treasurer or an assistant
secretary.

                                  THE TREASURER

     Section 10. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

<PAGE>

     Section  11.  He shall  disburse  the  funds of the  corporation  as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the  president  and the board of  directors,  at the regular
meetings of the board, or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
corporation.

     Section  12. If  required  by the  board of  directors,  he shall  give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the board of  directors  for the  faithful  performance  of the
duties of his office and for the restoration to the corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

     Section l.  Every  stockholder  shall be  entitled  to have a  certificate,
signed by the  president or a vice  president  and the treasurer or an assistant
treasurer,  or the  secretary  or an  assistant  secretary  of the  corporation,
certifying  the  number  of  shares  owned  by him in  the  corporation.  If the
corporation  is  authorized  to issue shares of more than one class or more than
one series of any class,  there  shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any  stockholders  upon request and without charge, a full or summary
statement of the designations, preferences and relative, participating, optional
or other special  rights of the various  classes of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such rights,  and, if the
corporation  shall be authorized to issue only special stock,  such  certificate
shall set forth in full or summarize the rights of the holders of such stock.

<PAGE>

     Section  2.  Whenever  any  certificate  is   countersigned   or  otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar,  then a
facsimile of the signatures of the officers or agents of the  corporation may be
printed or lithographed upon such certificate in lieu of the actual  signatures.
In case any  officer or  officers  who shall  have  signed,  or whose  facsimile
signature  or  signatures  shall  have been  used on,  any such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  shall have been delivered by the corporation,  such certificate or
certificates  may  nevertheless  be adopted by the corporation and be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be an officer or officers of such corporation.

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged to have been lost or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate of stock to be lost or destroyed.  When  authorizing such issue of a
new certificate or  certificates,  the board of directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
<PAGE>

                                TRANSFER OF STOCK

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 5. The directors  may  prescribe a period not exceeding  sixty days
prior to any meeting of the stock  holders  during which no transfer of stock on
the books of the  corporation  may be made, or may fix a day not more than sixty
days  prior  to the  holding  of  any  such  meeting  as  the  day  as of  which
stockholders  entitled  to  notice  of and to  vote  at such  meeting  shall  be
determined;  and only  stockholders  of record on such day shall be  entitled to
notice or to vote at such meeting.

                             REGISTERED STOCKHOLDERS

     Section 6. The  corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Nevada.
<PAGE>

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section l. Dividends upon the capital stock of the corporation,  subject to
the provisions of the articles of incorporation,  if any, may be declared by the
board of directors at any regular or special meeting pursuant to law.  Dividends
may be paid in cash, in property,  or in shares of the capital stock, subject to
the provisions of the articles of incorporation.

     Section 2. Before  payment of any  dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such reserves in the
manner in which it was created.

                                     CHECKS

     Section  3. All checks or  demands  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate. FISCAL YEAR

     Section 4. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.
<PAGE>

                                      SEAL

     Section 5. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  incorporation  and the  words  "Corporate  Seal,
Nevada."

                                  ARTICLE VIII
                                   AMENDMENTS

     Section l. These by-laws may be altered or repealed at any regular  meeting
of the  stockholders  or of the board of directors or at any special  meeting of
the  stockholders  or of the board of directors if notice of such  alteration or
repeal be contained in the notice of such special meeting.

     I, THE  UNDERSIGNED,  being the  secretary of NewBridge  Capital,  Inc., DO
HEREBY CERTIFY the foregoing to be the by-laws of said  corporation,  as adopted
at a meeting of the directors held on the Twenty-sixth day of July, 1999.


                                         /s/ Jon L. Lawver
                                             (Secretary)