<PAGE>   1

                                                                EXHIBIT 3.(ii)

                                     BYLAWS
                                       OF
                           ALLIANCE GAMING CORPORATION

                              ARTICLE I -- OFFICES

         The principal office of the Corporation shall be located at 3101 W.
Spring Mountain Road, Las Vegas, Nevada, 89102, and it may be changed from time
to time by the Board of Directors. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.

                      ARTICLE II -- MEETING OF STOCKHOLDERS

Section 1 -- Annual Meetings:

         Annual meetings shall be held at such date and time as the directors
may from time to time fix; provided, however, that each annual meeting shall be
held within fifteen months of the date of the preceding annual meeting. At such
meetings directors shall be elected, reports of the affairs of the Corporation
shall be considered, and any other business may be transacted which is within
tile powers of the stockholders.

Section 2 -- Special Meetings:

         Special meetings of the stockholders may be called at any time only by
the majority of the Board of Directors, Chairman of the Board, or by the
President, and shall be called by the President or the Secretary as otherwise
required by law. The business of a special meeting shall be confined to the
purpose or purposes stated in the notice of such meeting.

Section 3 -- Place of Meetings:

         All meetings of the stockholders shall be held at the principal office
of the Corporation, or at such other places as shall be designated in the
notices or waivers of notice of such meetings.

Section 4 -- Notice of Meetings:

         (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called. Unless otherwise provided by law, the written notice of
any meeting shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.


         (b) Attendance at a meeting of stockholders, in person or by proxy,
constitutes a waiver of notice of the meeting, except when the stockholder
attends a meeting for the express purpose of 


                                  Page 1 of 19


<PAGE>   2
objecting at the beginning of the meeting to the transaction of any business on
grounds that the meeting is not lawfully called or convened.

Section 5 -- Quorum:

         (a) The presence in person or by proxy of the persons entitled to vote
a majority of the voting shares at any meeting shall constitute a quorum for the
transaction of business. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

         (b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called if a quorum had been present.

Section 6 -- Voting:

         (a) Unless otherwise provided in the Articles of Incorporation of the
Corporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by him which has
voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after six months from
its date, unless coupled with an interest, or unless the proxy provides for a
longer period which in no case shall exceed seven years from the date of its
execution. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary. Voting at meetings of
stockholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the outstanding shares of all
classes of stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine. Directors shall be elected in accordance with the
Articles of Incorporation of the Corporation and these by-laws by a plurality of
the votes cast at an election by the holders of shares entitled to vote thereon.
All other elections and questions shall , unless otherwise provided by law or by
the Articles of Incorporation of the Corporation or these by-laws, be decided by
the vote of the holders of a majority of the outstanding shares of stock
entitled to vote thereon present in person or by proxy at the meeting.

         (b) No action required or permitted to be taken by the stockholders of
the Corporation may be effected by any consent in writing in lieu of a meeting.

         (c) Sections 2 to 14, inclusive, of Assembly Bill No. 748, amending
Chapter 78 of the Nevada Revised Statutes, shall not apply to any acquisition of
a controlling interest (as defined in such Bill) in the Corporation.

Section 7 -- Notice of Stockholder Business and Nominations:


                                  Page 2 of 19


<PAGE>   3
         (a)(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (A) by or at the
direction of the Chairman of the Board or the Board of Directors pursuant to a
resolution adopted by a majority of the whole Board or (B) by any stockholder of
the Corporation who is entitled to vote at the meeting with respect to the
election of directors or the business to be proposed by such stockholder, as the
case may be, who complies with the notice procedures set forth in clauses (2)
and (3) of paragraph (a) of this Section 7 and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation as
provided below.

         (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (B) of paragraph (a)(1) of
this Section 7, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and such business must be a proper subject
for stockholder action under applicable law. To be timely, a stockholder's
notice shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not less than sixty days nor more than
ninety days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty days, or delayed by more than sixty
days, from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of the sixtieth day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (A) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (B) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

         (3) Notwithstanding anything in the second sentence of paragraph (a)(2)
of this Section 7 to the contrary, in the event that the number of directors to
be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least eighty days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by paragraph (a)(2) of this Section 7 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
Corporation at the principal executive offices of the Corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the Corporation.


                                  Page 3 of 19


<PAGE>   4
         (b) Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected (i) by or at the direction of the Chairman of the Board or the Board of
Directors pursuant to a resolution adopted by a majority of the whole Board or
(ii) by any stockholder of the Corporation who is entitled to vote at the
meeting with respect to the election of directors, who complies with the notice
procedures set forth in this paragraph (b) and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation as
provided below. Nominations by stockholders of persons for election to the Board
of Directors may be made at such a special meeting of stockholders if the
stockholder's notice as required by paragraph (a)(2) of this Section 7 shall be
delivered to the Secretary of the Corporation at the principal executive offices
of the Corporation not earlier than the ninetieth day prior to such special
meeting and not later than the close of business on the later of the sixtieth
day prior to such special meeting or the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.

         (c)(1) Only persons who are nominated in accordance with the procedures
set forth in this Section 7 shall be eligible to serve as directors and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 7.

         (2) Except as otherwise provided by law, the Articles of Incorporation
or this Section 7, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this Section 7
and, if any proposed nomination or business is not in compliance with this
Section 7, to declare that such defective nomination or proposal shall be
disregarded.

         (3) For purposes of this Section 7, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         (4) Notwithstanding the foregoing provisions of this Section 7, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 7. Nothing in this Section 7 shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy materials with respect to a meeting of stockholders pursuant
to Rule 14a-8 under Exchange Act or (ii) of the holders of any series of Special
Stock or any other series or class of stock as set forth in the Articles of
Incorporation to elect directors under specified circumstances or to consent to
specific actions taken by the Corporation.
Section 8 -- Presiding Officer; Order of Business; Conduct of Meeting:

         (a) Meetings of the stockholders shall be presided over by such person
as shall be designated by the board of directors or if no designation is made,
then by the Chairman of the Board, or in his absence or if there is no Chairman
of the Board, then the President. The Secretary of this corporation, or in his
absence, an Assistant Secretary, shall act as Secretary of the meeting, or in
the 


                                  Page 4 of 19


<PAGE>   5
absence of an Assistant Secretary, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

         (b) Subject to the following, meetings of stockholders shall generally
follow accepted rules of parliamentary procedure:

                  (1) The chairman of the meeting shall have absolute authority
over matters of procedure and there shall be no appeal from the ruling of the
chairman. If the chairman, in his absolute discretion, deems it advisable to
dispense with the rules of parliamentary procedure as to any one meeting of
stockholders or a part thereof, the chairman shall so state and shall clearly
state the rules under which the meeting or appropriate part thereof shall be
conducted.

                  (2) If disorder shall arise which prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and announce
the adjournment of the meeting; and upon his so doing, the meeting is
immediately adjourned.

                  (3) The chairman may ask or require that anyone not a bona
fide stockholder or proxy holder leave the meeting.

                  (4) A resolution or motion shall be only considered for a vote
if proposed by a stockholder or duly authorized proxy, and seconded by an
individual , who is a stockholder or a duly authorized proxy, other than the
individual who proposed the resolution or motion.

                        ARTICLE III -- BOARD OF DIRECTORS

Section 1 -- Powers:

         Subject to limitations of the Articles of Incorporation and statute as
to action to be authorized or approved by the stockholders, and subject to the
duties of directors as prescribed by the by-laws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the board of directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:

         First -- To select and remove all the officers, agents and employees of
the Corporation, prescribe such powers and duties for them as Play not be
inconsistent with law, with the Articles of Incorporation or the by-laws, fix
their compensation and require from them security for faithful service. To
select the outside auditors of the Corporation.

         Second -- To conduct, manage and control the affairs and business of
the corporation and to make such rules and regulations therefor not inconsistent
with law, or with the Articles of Incorporation or the by-laws, as they may deem
best.

         Third -- To change the principal executive office and principal office
for the transaction of the business of the Corporation from one location to
another; to fix and locate from time to time one or more subsidiary offices of
the Corporation within or without the State of Nevada; to designate any 


                                  Page 5 of 19


<PAGE>   6
place within or without the State of Nevada for the holding of any stockholders'
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.

         Fourth -- To authorize the issue of shares of stock of the Corporation
from time to time, upon such terms as may be lawful.

         Fifth -- To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.

         Sixth -- By resolution adopted by a majority of the authorized number
of directors, to designate an executive and other committees, each consisting of
two or more directors, to serve at the pleasure of the board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless the
Board of Directors shall otherwise prescribe the manner of proceedings of any
such committee, meetings of such committee may be regularly scheduled in advance
and may be called at any time by any two members thereof; otherwise, the
provisions of these by-laws with respect to notice and conduct of meetings of
the board shall govern. Any such committee, to the extent provided in a
resolution of the Board, may have all of the authority of the board, except with
respect to:

         (i) the approval of any action for which state statute or the articles
of incorporation also require stockholder approval;

         (ii) the filing of vacancies of the Board or in any committee;

         (iii) the fixing of compensation of the directors for serving on the
Board or on any committee;

         (iv) the adoption, amendment or repeal of by-laws;

         (v) the amendment or repeal of any resolution of the Board;

         (vi) any distribution to the stockholders, except at a rate or in a
periodic amount or within a price range determined by the Board;

         (vii) the appointment of other committees of the Board or the members
thereof; and

         (viii) the authorization of issuance of shares of stock of the
Corporation or the grant of options or other rights to purchase shares of stock
of the Corporation.

Section 2 -- Number and Qualification of Directors:


                                  Page 6 of 19


<PAGE>   7
         The number of directors of the Corporation shall not be less than three
(3) nor more than nine (9) until changed by amendment of the Articles of
Incorporation or by a by-law amending this Section 2 duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to
vote. The exact number of directors shall be fixed from time to time, within the
limits specified in the Articles of Incorporation or in this Section 2, by
resolution adopted by a majority of the then authorized number of directors.

Section 3 -- Election and Term of Office:

         The directors are hereby divided into three classes, each class to
consist, as nearly as may be, of one-third of the number of directors then
constituting the whole Board. The tern, of office of the first class of
directors shall expire at the annual meeting of stockholders held in 1984. The
term of office of the second class shall expire one year thereafter and the term
of office of the third class shall expire two years thereafter. At each
succeeding annual meeting of stockholders, the directors elected shall be chosen
for a full term of three years to succeed those whose terms expire. The
directors, who need not be stockholders, shall be elected at each annual meeting
by a plurality of votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.
Each director shall hold office until the next annual meeting of stockholders at
which his term expires, and until his successor is elected and qualified, or
until his prior death, resignation or removal.

Section 4 -- Annual and Regular Meetings; Notice:

         (a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
such annual meeting of stockholders.

         (b) The Board of Directors, from time to time, may provide by
resolution for the holding of other regular meetings of the Board of Directors,
and may fix the time and place thereof.

         (c) Notice of any regular meeting of the Board of Directors shall not
be required to be given, and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix or
change the time or place of any regular meeting, notice of such action shall be
given to each director who shall not have been present at the meeting at which
such change was made within the time limited, and in the manner set forth in
Paragraph (b) Section 5 of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in Paragraph (c) of
such Section 5.

Section 5 -- Special Meetings; Notice:

         (a) Special meetings of the Board of Directors shall be held whenever
called by the President, Chairman, Vice Chairman, or by one of the remaining
directors, at such time and place as may be specified in the respective notices
or waivers of notice thereof.

         (b) Except as otherwise required by statute, notice of special meetings
shall be mailed directly to each director, addressed to him at his residence or
usual place of business at least four (4) 


                                  Page 7 of 19


<PAGE>   8
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegram, facsimile transmission, radio or cable, or shall be
delivered to him personally or given to him orally, not later than the day
before the day on which the meeting is to be held. A notice, or waiver of
notice, except as required by Section 9 of this Article III, need not specify
the purpose of the meeting.

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

Section 6 -- Chairman:

         At all meetings of the Board of Directors, the Chairman of the Board,
if any and if present, shall preside. If there shall be no Chairman, or he shall
be absent, then the Vice Chairman shall preside, and in his absence, a Chairman
chosen by the directors shall preside.

Section 7 -- Quorum and Adjournments:

         (a) At all meetings of the Board of Directors, the presence of a
majority of the entire Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, except as otherwise provided by law, by
the Articles of Incorporation, or by these By-Laws.

         (b) A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice, until a quorum shall be present.

Section 8 -- Manner of Acting:

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

         (b) Except as otherwise provided by statute, by the Articles of
Incorporation, or by these By-Laws, the action 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.

         (c) Unless otherwise required by the Articles of Incorporation or
statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any Committee thereof may be taken without a meeting if a
written consent thereto is signed by all the Members of the Board or Committee.
Such written consent shall be filed with the minutes of the proceedings of the
Board or Committee.

         (d) Unless otherwise prohibited by the Articles of Incorporation or
statute, members of the Board of Directors or of any Committee of the Board of
Directors may participate in a meeting of such Board or Committee by means of a
conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Such 


                                  Page 8 of 19


<PAGE>   9
participation constitutes the presence of all of the participating persons at
such meeting, and each person participating in the meeting shall sign the
minutes thereof, which may be signed in counterparts.

Section 9 -- Vacancies:

         Any vacancy in the Board of Directors, occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a director
by the stockholders shall be filled by the stockholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

Section 10 -- Resignation:

         Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or by such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

Section 11 -- Removal:

         Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least
two-thirds of the outstanding shares of stock of the Corporation at a special
meeting of the stockholders called for that purpose, and may be removed for
cause by action of the Board.

Section 12 -- Compensation:

         Directors, and members of any committee of the board of directors,
shall be entitled to such reasonable compensation for their services as
directors, as members of any such committee or in any other capacity as shall be
fixed from time to time by resolution of the Board of Directors and shall also
be entitled to reimbursement for any reasonable expenses incurred in attending
such meetings. The compensation of directors may be on such basis as is
determined by the resolution of the Board of Directors. Any director receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and receiving reasonable compensation for such
other services.

Section 13 -- Contracts:

         (a) No contract or other transaction between this Corporation and one
or more of its directors or officers, or between this Corporation and any
corporation, firm or association in which one or more of the directors or
officers of this Corporation is a director or officer or is financially
interested, shall be affected, impaired, invalidated or voidable solely for this
reason or solely because any such director or officer is present at the meeting
of the Board of Directors or a committee thereof that authorizes or approves the
contract or transaction, or because the vote of any common or 


                                  Page 9 of 19


<PAGE>   10
interested director is counted for such purpose, if the circumstances specified
in any of the following paragraphs exist:

                  (i) The fact of the common directorship or financial interest
is disclosed or known to the Board of Directors or committee and noted in the
minutes, and the Board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote sufficient for the purpose
without counting the vote or votes of such director or directors; or

                  (ii) The fact of the common directorship or financial interest
is disclosed or known to the stockholders, and they approve or ratify the
contract or transaction in good faith by a majority vote or written consent of
stockholders holding a majority of the shares entitled to vote; or

                  (iii) The contract or transaction is fair as to the
Corporation at the time it is authorized or approved.

         (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies a contract or transaction, and if
the votes of tile common or interested directors are not counted at such
meeting, then a majority of the disinterested directors may authorize, approve
or ratify a contract or transaction.

Section 14 -- Loans to Officers and Directors:

         The Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of any
subsidiary of the Corporation, including any officer or employee who is a
director of the Corporation or any subsidiary, whenever, in tile judgment of the
Board of Directors, such loan, guaranty or assistance may reasonably be expected
to benefit the Corporation. Such loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
Board of Directors shall approve, including, without limitation, by a pledge of
shares of the Corporation. The authority of the Board of Directors may be
general or confined to specific instances, and the Board of Directors may
delegate to its Executive Committee the power to grant, administer and determine
the terms and condition of any loan, guaranty or assistance to be made or given
pursuant to a general authorization of tile Board of Directors.

Section 15 -- Indemnification:

         (a) The Corporation shall, to the maximum extent permitted by law,
indemnify each person against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that such person has served, at any time after May
10, 1987, as an Agent of the Corporation, and may so indemnify any person in
connection with any proceeding arising by reason of the fact that such person
has served, at any time prior to May 11, 1987, as an Agent of the Corporation.
For purposes of this Section, the term "Agent" shall include any person who is
or was a director, officer, employee or other agent of the Corporation; the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, 


                                 Page 10 of 19


<PAGE>   11
joint venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as an Agent of the Corporation that imposes
duties on, or involves services by, such Agent with respect to any other
enterprise or any employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on a person with respect to an employee benefit plan shall
be deemed to be indemnifiable expenses; and action by a person with respect to
any employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation. Expenses
incurred in defending any such action, suit or proceeding by any person who the
Corporation is required to indemnify as set forth above shall be paid or
reimbursed by the Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it should ultimately be determined that
such person was not entitled to be indemnified by the Corporation. The rights
provided to any person by this Section shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving or continuing to serve as an Agent of the Corporation as defined above.
No amendment of this Section shall impair the rights of any person arising at
any time with respect to events occurring prior to such amendment. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an Agent of the Corporation and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

         (b) The provisions of this Article shall be deemed to be a contract
between the Corporation and each such person who serves in any such capacity at
any time while this Article and the relevant provisions of the Nevada General
Corporation Law or other applicable laws, if any, are in effect, and any repeal
or modification of any such laws or of this Article shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.
The Corporation shall also enter into such express agreements as the Board of
Directors deems appropriate for the indemnification of present or future Agents
of the Corporation, consistent with the Corporation's Articles of Incorporation,
these by-laws and applicable law.

Section 16 -- Insurance:

         Upon a determination of the Board of Directors to purchase liability
insurance, this Corporation shall purchase and maintain insurance on behalf of
each Agent identified by the Board against any liability asserted against or
incurred by the Agent in such capacity or arising out of the Agent's status as
such whether or not this Corporation would have the power to indemnify the Agent
against such liability under the provisions of section 15.

Section 17 -- Transfer Agents and Registrars:

         The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, either domestic or foreign, who
shall be appointed at such times and places as the requirements of the
Corporation may necessitate and the Board of Directors may designate.

                             ARTICLE IV -- OFFICERS


                                 Page 11 of 19


<PAGE>   12
Section 1 -- Number, Qualifications, Election and Term of Office:

         (a) The officers of the Corporation shall consist of a President,
Secretary, Treasurer and such other officers, including a Chairman of the Board
of Directors, a Vice Chairman of the Board of Directors and one or more Vice
Presidents, as the Board of Directors may from time to time deem advisable. Any
officer other than the Chairman or Vice Chairman of the Board of Directors may
be, but is not required to be, a director of the Corporation. Any two or more
offices may be held by the same person.

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

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

Section 2 -- Resignation:

         Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.

Section 3 -- Removal:

         Any officer may be removed, either with or without cause, and a
successor elected by a majority vote of the Board of Directors at any time.

Section 4 -- Vacancies:

         A vacancy in any office by reason or death, resignation, inability to
act, disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 -- Duties of Officers:

         (a) Chairman of the Board. The Chairman of the Board shall, when
present, preside at all meetings of the stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him by the Board of Directors. He may from time to time, with the approval of a
majority of the Board, delegate to the Vice Chairman of the Board, if any, or
the President, the duties of presiding at meetings of stockholders and of the
Board of Directors.

         (b) Vice Chairman of the Board. In the absence or the incapacity of the
Chairman of the Board, the Vice Chairman of the Board shall preside at all
meetings of the stockholders and of the Board of Directors, but shall not have
any other duties or powers of the Chairman of the Board with respect to
supervision or control of the business or other officers of the Corporation,
except insofar 


                                 Page 12 of 19


<PAGE>   13
as such duties or powers may be expressly delegated to him by the Chairman of
the Board or the Board of Directors.

         (c) President. The President shall be the chief executive officer of
the Corporation. In the absence or incapacity of the Chairman of the Board and
subject to the duties and powers granted the Vice Chairman of the Board, he
shall perform all the duties and functions and shall have all the powers of the
Chairman of the Board. The President shall have the power to execute
certificates for shares of Common Stock and other documents as is normally
accorded the President and chief executive officer of a Corporation under Nevada
and other applicable law. He shall have general supervision over the business
affairs and other officers of the Corporation and shall perform such other
duties as may be prescribed by the Board of Directors from time to time.

         (d) Vice President. In the absence or disability of the President, the
Vice Presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors
or the by-laws.

         (e) Secretary. The Secretary shall record or cause to be recorded, and
shall keep or cause to be kept, at the principal executive office and such other
place as the Board of Directors may order, a book of minutes of actions taken at
all meetings of directors and stockholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at stockholders' meetings, and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board of Directors required by the
by-laws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the by-laws.

         (f) Treasurer. The Treasurer shall be the chief financial officer of
the Corporation and shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. The books of account
shall at all reasonable times be open to inspection by any director.

         The Treasurer shall deposit, or cause to be deposited, all monies and
other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of 


                                 Page 13 of 19


                           
<PAGE>   14
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, shall render to the Chairman of the Board, the President
and the Board of Directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the by-laws.

Section 6 -- Salaries:

         The salaries for the principal officers of the Corporation shall be
fixed, from time to time, by the Board of Directors. No officer shall be
disqualified from receiving a salary by reason of his also being a director of
the corporation.

Section 7 -- Sureties and Bonds:

         In case the Board of Directors shall so require, any officer, employee
or agent of the Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all property,
funds or securities of the Corporation which may come into his hands.

Section 8 -- Shares of Stock of Other Corporations:

         Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders' meetings and
execution of waivers, consents, proxies or other instruments) may be exercised
on behalf of the Corporation by the President, any Vice President, or such other
person as the Board of Directors may authorize.

                          ARTICLE V -- SHARES OF STOCK

Section 1 -- Certificates of Stock:

         (a) The certificates representing shares of the Corporation's stock
shall be in Such form as shall be adopted by the Board of Directors, and shall
be numbered and registered in the order issued. They shall bear the holder's
name and the number of shares of stock and shall be signed by (i) the Chairman
of the Board or the President or a Vice President, and (ii) the Secretary or
Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the
corporate seal. All of such signatures may be facsimiles.

         (b) No certificate representing shares of stock shall be issued until
the full amount of consideration therefor has been paid, except as otherwise
permitted by law.

         (c) To the extent permitted by law, the Board of Directors may
authorize the issuance of certificates for fractions of a share of stock which
shall entitle the holder to exercise voting rights, receive dividends and
participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of fractions
of a share of stock as of the time when those entitled to receive such fractions
are determined; or it may authorize the issuance, subject 


                                 Page 14 of 19


<PAGE>   15
to such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation, exchangeable
as therein provided for full shares of stock, but such scrip shall not entitle
the holder to any rights of a stockholder, except as therein provided.

Section 2 -- Lost or Destroyed Certificates:

         The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as tile Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of tile new
certificate. A new certificate may be issued without requiring any such evidence
or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 -- Transfers of Shares:

         (a) Transfers of shares of stock of the Corporation shall be made on
the stock ledger of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of tile authenticity of the signature and of authority
to transfer and of payment of taxes as the Corporation or its agents may
require.

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

Section 4 -- Record Date:

         In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if no notice is given, the
day preceding the day on which the meeting is held; the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of or to vote
at any 


                                 Page 15 of 19


<PAGE>   16
meeting of stockholders has been made as provided for herein, such determination
shall apply to any adjournment thereof, unless the directors fix a new record
date for the adjourned meeting.'

Section 5 -- Shareholders of Record:

         Voting by stockholders shall in all cases be subject to the following
provisions:

         (a) Subject to clause (g) of this Section 5, shares held by an
administrator, executor, guardian, conservator or custodian may be voted by such
holder either in person or by proxy, without a transfer of such shares into the
holder's name; and shares standing in the name of a trustee may be voted by the
trustee, either in person or by proxy, but no trustee shall be entitled to vote
shares held by such trustee without a transfer of such shares into the trustee's
name.

         (b) Shares standing in the name of a receiver may be voted by such
receiver; and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is contained in the order of the court by which such receiver was
appointed.

         (c) Subject to the provisions of applicable law, and except where
otherwise agreed in writing between the parties, a stockholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.

         (d) Shares standing in the name of a minor may be voted and the
Corporation may treat all rights incident thereto as exercisable by the minor,
in person or by proxy, whether or not the Corporation has notice, actual or
constructive, of the non-age, unless a guardian of the minor's property has been
appointed and written notice of such appointment given to the Corporation.

         (e) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy holder as the by-laws of
such other corporation may prescribe or, in the absence of such provision, as
the board of directors of such other corporation may determine or, in the
absence of such determination, by the chairman of the board, president or any
vice president of such other corporation, or by any other person authorized to
do so by the board, president or any vice president of such other corporation.
Shares which are purported to be voted or any proxy purported to be executed in
the name of a corporation (whether or not any title of the person signing is
indicated), shall be presumed to be voted or the proxy executed in accordance
with the provisions of this subdivision, unless the contrary is shown.

         (f) Shares of the Corporation owned by any subsidiary shall not be
entitled to vote on any matter.

         (g) Shares held by the Corporation in a fiduciary capacity, and shares
of the Corporation held in a fiduciary capacity by any subsidiary, shall not be
entitled to vote on any matter, except to the extent that the settlor or
beneficial owner possesses and exercises a right to vote or to give the
corporation binding instructions as to how to vote such shares.


                                 Page 16 of 19


<PAGE>   17
         (h) If shares stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
husband and wife as community property, tenants by the entirety, voting
trustees, persons entitled to vote under a stockholder voting agreement or
otherwise, or it two or more persons (including proxy holders) have the same
fiduciary relationship respecting the same shares, unless the Secretary of the
Corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointment them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

         (i) If only one vote, such act binds all;

         (ii) If more than one vote, the act of the majority so voting binds
all;

         (iii) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately. If the instrument so filed or the registration of the shares
shows that any such tenancy is held in unequal interests, a majority or even
split for the purpose of this section shall be a majority or even split in
interest.

                           ARTICLE VI -- MISCELLANEOUS

Section 1 -- Checks, Drafts, Etc.:

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

Section 2 -- Contracts, Etc., How Executed:

         The Board of Directors, except as in the by-laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose of for any amount. Subject to the provisions of applicable law, any
note, mortgage, evidence of indebtedness, contract, share certificate,
conveyance, or other instrument in writing and any assignment or endorsements
thereof executed or entered into between this Corporation and any other person,
when signed by the Chairman of the Board, the President or any Vice President,
and the Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer of this Corporation shall be valid and binding on this Corporation in
the absence of actual knowledge on the part of the other person that the signing
officers had not authority to execute the same.'

Section 3 -- Seal:


                                 Page 17 of 19


<PAGE>   18
         The Corporation shall adopt and use a corporate seal consisting of a
circle setting forth on its circumference the name of the Corporation and
showing the state of incorporation.

Section 4 -- Fiscal Year:

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

Section 5 -- Loans:

         No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors; such authority may be general or confined
to specific instances.

Section 6 -- Deposits:

         The Board of Directors shall select banks, trust companies or other
depositories in which all funds of the Corporation not otherwise employed shall,
from time to time, be deposited to the credit of the Corporation.

Section 7 -- Dividends:

         Subject to applicable law, dividends may be declared and paid out of
any funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine.

Section 8 -- Construction and Definitions:

         Unless the context otherwise requires, the general provisions, rules of
construction and definitions contained in the laws of the State of Nevada shall
govern the construction of these by-laws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular, and the
term "person" includes a corporation as well as a natural person.

                            ARTICLE VII -- AMENDMENTS

Section 1 -- By Stockholders:

         All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by the affirmative vote of stockholders
holding of record in the aggregate at least 80 percent of the outstanding shares
of stock entitled to vote in the election of directors at any annual or special
meeting of stockholders, provided that the notice or waiver of notice of such
meeting shall have summarized or set forth in full therein, the proposed
amendment.'

Section 2 -- By Directors:


                                 Page 18 of 19


<PAGE>   19
         The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, by-laws of the Corporation; provided, however,
that the stockholders entitled to vote with respect thereto as in this Article
VII above-provided may alter, amend or repeal by-laws made by the Board of
Directors; and further provided, that the Board of Directors shall have no power
to change the quorum for meetings of stockholders or of the Board of Directors,
or to change any provisions of the by-laws with respect to the removal of
directors or the filling of vacancies in the Board resulting from the removal by
the stockholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of stockholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.


                                  Page 19 of 19