Exhibit 3(b)

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             WARRANTECH CORPORATION
                               (the "Corporation")

                                    ARTICLE I
                                     Offices

         Section 1.1. The registered office of the Corporation shall be in the
State of Nevada.

         Section 1.2. 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 2.1. All meetings of the stockholders for the election of
Directors and for any other purpose 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 2.2. An annual meeting of the stockholders for the election of
Directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on a date to be selected by the Board
of Directors. At the meeting, the stockholders shall elect directors, and
transact such other business as may properly be brought before the meeting.

         Section 2.3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

         Section 2.4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
for any purpose germane to the meeting, which shall be open to the inspection of
any stockholder during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 2.5. 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 or by the Board of Directors or by
the written order of a majority of the Directors; and shall be called by the
<PAGE>

President or Secretary at the request in writing of stockholders owning 662/3%
or more of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request by the stockholders shall state the purpose
or purposes of the proposed meeting.

         Section 2.6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

         Section 2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 2.8. 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, by the Articles
of Incorporation or by these Bylaws. 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
the 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 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. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         Section 2.9. When a quorum is present 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,
these Bylaws 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. The stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         Section 2.10. Unless otherwise provided in the Articles of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy executed in writing by the
stockholder or by his or her duly authorized attorney-in-fact, for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after six (6) months from its date, unless the proxy provides
for a longer period. Each proxy shall be filed with the Secretary of the
Corporation prior to, or at the time of, the meeting. Any vote may be taken via
voice or by show of hands unless the holders of at least ten percent (10%) of
shares outstanding and entitled to vote object, in which case written ballots
shall be used.

         Section 2.11. Any action required to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
<PAGE>

taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, and shall be delivered to the Corporation by hand delivery or
certified mail, return receipt requested, to its registered office in Nevada,
its principal place of business or an officer or agent having custody of the
minute book of the Corporation. The Corporation shall provide a copy thereof to
all stockholders not participating in the consent action. Notwithstanding
anything contained in these Bylaws to the contrary, this Section 2.11 of Article
II may be amended, supplemented, or repealed only by the affirmative vote of the
holders of 66-2/3% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.

         Section 2.12. At any meeting of stockholders, the President of the
Corporation shall act as the chairman of the meeting, and the stockholders shall
not have the right to elect a different person as chairman of the meeting. The
chairman of the meeting shall have the authority to determine (i) when the
election polls shall be closed in connection with any vote to be taken at the
meeting; and (ii) when the meeting shall be recessed. No action taken at a
meeting shall become final and binding if any group of stockholders representing
33-1/3% or more of the shares entitled to be voted for such action shall contest
the validity of any proxies or the outcome of any election.

         Section 2.13. The Board of Directors may fix in advance a record date
for the purpose of determining stockholders entitled to notice of, or to vote
at, a meeting of stockholders, such record date to be not less than ten nor more
than sixty days prior to such meeting. A record date shall be used in lieu of
closing the stock transfer book. In the absence of any action of the Board of
Directors, the date upon which the notice of the meeting is mailed shall be the
record date.

         Section 2.14. The order of business at annual meetings, and so far as
practicable at other meetings of stockholders, shall be as follows unless
changed by the Chairman:

            (a) Call to order

            (b) Proof of due notice of meeting

            (c) Determination of quorum and examination of proxies

            (d) Announcement of availability of voting list (See Bylaw 2.4)

            (e) Announcement of distribution of annual statement

            (See Bylaw 7.4)

            (f) Reading and disposing of minutes of last meeting of stockholders

            (g) Reports of Officers and committees

            (h) Appointment of voting inspectors
<PAGE>

            (i) Unfinished business

            (j) New business

            (k) Nomination of Directors

            (l) Opening of polls for voting

            (m) Recess

            (n) Reconvening; closing of polls

            (o) Report of voting inspectors

            (p) Other business

            (q) Adjournment


                                   ARTICLE III
                                    Directors

         Section 3.1. The business and affairs of the Corporation shall be
managed by a Board of Directors, which shall have and may exercise all of the
powers of the Corporation, except such as are expressly conferred upon the
stockholders by law, by the Articles of Incorporation or by these Bylaws.
Subject to the rights of the holders of shares of any series of Preferred Stock
then outstanding to elect additional Directors under specified circumstances,
the Board of Directors shall consist of not less than one (1) nor more than
twenty-one (21) persons. The exact number of Directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by either (i) the Board of Directors pursuant to a resolution adopted by
a majority of the entire Board of Directors, (ii) the affirmative vote of the
holders of 66-2/3% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class, or (iii) the Articles of Incorporation. No decrease
in the number of Directors constituting the Board of Directors shall shorten the
term of any incumbent Director. Upon a resolution adopted by the Board of
Directors, the directors may be divided into three classes of equal or
approximately equal number, with all three classes to be elected at the first
meeting following such action. The initial term of office of Class I, will
expire at the annual meeting one year hence; of Class II, at the annual meeting
two years hence; and of Class III, at the annual meeting three years hence. Each
director elected shall hold office until his successor shall be elected and
shall qualify. At each annual meeting of stockholders beginning with the annual
meeting following such action, directors elected to succeed those whose terms
are then expiring shall be elected for a full term of office expiring at the
third succeeding annual meeting of stockholders after their election. Should the
number of directors which constitute the whole Board of Directors be changed as
permitted by this Paragraph 2 of Article 7, such majority of the whole Board of
Directors or such holders of sixty six and one-third (66-1/3%) or more of the
voting power of the Corporation, as applicable, shall also fix and determine the
number of directors of which each class shall be comprised. Subject to the
rights of holders of any series of any Preferred Stock then outstanding, any
<PAGE>

vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filed by
a majority vote of the Directors then in office even though less than a quorum
or by a sole remaining Director and the Directors so chosen shall hold office
until the next annual election and until their successors are duly elected and
shall qualify, unless sooner displaced. If the remaining Directors fail to
select a successor Director to fill a vacancy within sixty (60) days of its
occurrence, the vacancy shall be filled by the vote of a majority of the
outstanding shares. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute. Newly-created
directorships resulting from any increase in the authorized number of Directors
may be filled by the remaining Directors. Directors elected to fill a vacancy
will serve the remaining portion of the unexpired term; provided, however, that
Directors elected to fill a vacancy by virtue of expanding the number of
Directors shall serve until the next election of Directors by stockholders.

         Section 3.2. No stockholder shall have the right to cumulate his votes
for the election of Directors but each share shall be entitled to one vote in
the election of such Director. At any meeting of the stockholders, every
stockholder having the right to vote may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation prior to, or at the time of, the meeting.

                                     Removal

         Section 3.3. Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any Director or the entire Board of Directors,
may be removed from office at any annual or special meeting called for such
purpose, and then only for cause and only by the affirmative vote of the holders
of 66-?% or more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class. As used herein, cause shall mean only the following: proof beyond
the existence of a reasonable doubt that a Director has been convicted of a
felony, committed gross negligence or willful misconduct resulting in a material
detriment to the Corporation, or committed a material breach of his fiduciary
duty to the Corporation resulting in a material detriment to the Corporation.

                       Meetings of the Board of Directors

         Section 3.4. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Nevada.

         Section 3.5. The first meeting of each newly elected Board of Directors
shall be held without further notice immediately following the annual meeting of
the stockholders, and at the same place unless the Directors change such time or
place by unanimous vote.

         Section 3.6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
<PAGE>

         Section 3.7. Special meetings of the Board may be called by the
President or by two Directors, on twenty-four (24) hours' notice to each
Director, either personally or by facsimile or by electronic transmission.

         Section 3.8. At all meetings of the Board, a majority of the Directors
shall constitute a quorum for the transaction of business and the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, these Bylaws or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. Each Director who is present at a meeting will be deemed to
have assented to any action taken at such meeting unless his dissent to the
action is entered into the minutes of the meeting, or unless he or she files
their written dissent thereto with the Secretary of the meeting or forwards such
dissent by registered mail to the Secretary of the Corporation immediately after
such meeting.

         Section 3.9. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

         Section 3.10. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

         Section 3.11. Interested Directors, Officers and stockholders. (a) If
Paragraph (b) is satisfied, no contract or other transaction between the Company
and any of its Directors, Officers or stockholders (or any corporation or firm
in which any of them are directly or indirectly interested) shall be invalid
solely because of such relationship or because of the presence of such Director,
Officer or stockholder at the meeting authorizing such contract or transaction,
or his participation in such meeting or authorization.

         (b)      Paragraph (a) shall apply only if:

                  (1)      The material facts of the relationship or interest of
                           each such Director, Officer or stockholder are known
                           or disclosed:

                  (A)      To the Board of Directors and they nevertheless
                           authorize or ratify the contract or transaction by a
                           majority vote of the Directors present, each such
                           interested Director to be counted in determining
                           whether a quorum is present but not in calculating
                           the majority necessary to carry the vote; or

                  (B)      To the stockholders and they nevertheless authorize
                           or ratify the contract or transaction by a majority
                           of the shares present, each such interested
<PAGE>

                           stockholder to be counted in determining whether a
                           quorum is present but not in calculating the majority
                           necessary to carry the vote; and

                  (2)      The contract or transaction is fair to the
                           Corporation as of the time it is authorized or
                           ratified by the Board of Directors or the
                           stockholders.

         (c)      This provision shall not be construed to invalidate a contract
or transaction which would be valid in the absence of this provision.

                             Committees of Directors

         Section 3.12. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate Committees from among its members and
establish the power and authority of such Committee(s) to the extent permitted
by law.

         Section 3.13. Any member of a Committee may be removed by the Board of
Directors by the affirmative vote of a majority of the whole Board whenever in
its judgment the best interests of the Corporation will be served thereby.

         Section 3.14. A vacancy occurring in a Committee (by death,
resignation, removal or otherwise) shall be filled by the Board of Directors in
the manner provided for original designation in Section 3.11 above.

         Section 3.15. At meetings of a Committee, a majority of the number of
members designated by the Board of Directors shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any
meeting at which a quorum is present shall be the act of a Committee, except as
otherwise specifically provided by statute or by the Articles of Incorporation
or by these Bylaws. If a quorum is not present at a meeting of a Committee, the
members present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

         Section 3.16. By resolution of the Board of Directors, the members of
each committee may be paid their expenses, if any, of attendance at each meeting
of each committee and may be paid a fixed sum for attendance at each meeting of
each committee or a stated salary as a member thereof. No such payment shall
preclude any member from serving the Corporation in any other capacity and
receiving compensation therefor.

         Section 3.17. Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
minutes of the proceedings of the Executive Committee shall be placed in the
minute book of the Corporation.

         Section 3.18. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of a committee. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The signed consent, or a signed copy thereof, shall be placed in the minute
book.
<PAGE>

         Section 3.19. The designation of a committee and the delegation of
authority to it shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.

         Section 3.20. The Board of Directors shall consider the formation of
the following committees to conduct the business and affairs of the Corporation
to the extent authorized by resolution including but not limited to the
following: Audit Committee, Compensation Committee and Executive Committee. The
Board of Directors, by majority vote, shall have the power at any time to change
the powers and members of any committee, to fill vacancies and to dispose of any
committee. Members of any committee shall receive such compensation as the Board
of Directors may from time to time provide.

                            Compensation of Directors

         Section 3.21. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of Directors. 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 4.1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be given to
any Director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile and electronic transmission.

         Section 4.2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
Bylaws, 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 5.1. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a president, one or more vice presidents, any
one or more of which may be designated executive vice president or senior vice
president, a secretary, and a treasurer. The Board of Directors may also choose
a chairman of the board, assistant vice presidents and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the Articles of Incorporation or these Bylaws otherwise
provide. The Chairman shall be elected from among the Directors.
<PAGE>

         Section 5.2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer.

         Section 5.3. The Board of Directors may appoint 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.

         Section 5.4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or a committee thereof.

         Section 5.5. 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 with or without cause at any time by the
affirmative vote of a majority of the Board of Directors then in office at any
regular or special meeting. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed, provided, however, that the
election or appointment of an officer shall not, of itself, create contract
rights. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.

                              Chairman of the Board

         Section 5.6. The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors of the Corporation. In the Chairman's
absence, such duties shall be attended to by the President. The Chairman shall
not be an executive officer of the Corporation and shall have no duties or
powers, express, apparent, or implied, except as set forth herein or in
resolutions adopted by the Board of Directors. The Chairman may be the Chief
Executive Officer of the Corporation if so designated.

                                    President

         Section 5.7. The President shall be the Chief Executive Officer of the
Corporation; he or she shall preside at all meetings of the stockholders and of
the Board of Directors (unless the Corporation has a Chairman of the Board, who
will, in that case, preside at all meetings of the Board of Directors), shall
have general and active management of the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect. He or she shall perform such other duties and have such
other authority and powers as the Board of Directors may from time to time
prescribe. Within this authority and in the course of his or her duties the
President shall:

         (a)      Preside at all meetings of the stockholders and in the absence
of the Chairman of the Board, or, if there is none, at all meetings of the Board
of Directors, and shall be ex officio a member of all the standing committees,
including the Executive Committee, if any.

         (b)      Sign all certificates of stock of the Corporation, in
conjunction with the Secretary or Assistant Secretary, unless otherwise ordered
by the Board of Directors.

         (c)      When authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds, conveyances, notices, leases,
checks, drafts, bills of exchange, warrants, promissory notes, bonds,
debentures, contracts, and other papers and instruments in writing, and unless
<PAGE>

the Board of Directors orders otherwise by resolution, make such contracts as
the ordinary conduct of the Corporation's business requires.

         (d)      Subject to the approval of the Board of Directors, appoint and
remove, employ and discharge, and prescribe the duties and fix the compensation
of all agents, employees, and clerks of the Corporation and, subject to the
direction of the Board of Directors, control all of the Officers, agents and
employees of the Corporation.

                                 Vice President

         Section 5.8. The Vice-Presidents, if any, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President. They shall perform such
other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
delegate.

                                    Secretary

         Section 5.9. The Secretary, an assistant secretary, or a person
designated by the Board of Directors shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for the Executive Committee when required. He or she, or his or her
designee, shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors. He or she shall
keep in safe custody the Seal of the Corporation and, when authorized by the
Board of Directors or the Executive Committee, 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. He or she shall be
under the supervision of the President. He or she shall perform such other
duties and have such other authority and powers as the Board of Directors may
from time to time prescribe or as the President may from time to time delegate.

         Section 5.10. The Assistant Secretaries, if any, shall, in the absence
or disability of the Secretary, perform the duties and have the authority and
exercise the powers of the Secretary. They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.

                                    Treasurer

         Section 5.11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements of the Corporation and shall deposit all monies 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. He or she 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
Directors, at the regular meeting of the Board, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he or she shall give
the Corporation a bond in such form, in such sum, and with such surety or
sureties as satisfactory to the Board of Directors, for the faithful performance
<PAGE>

of the duties of his or her office. He or she shall perform such other duties
and have such other authority and powers as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.

         Section 5.12. The Assistant Treasurer, if any, shall, in the absence of
the Treasurer or in the event of his or her inability or refusal to act, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI
                             Certificates for Shares

         Section 6.1. The Corporation shall deliver stock certificates
representing all shares to which shareholders are entitled in such form as may
be determined by the Board of Directors. Each certificate representing shares
shall state upon the face thereof that the Corporation is organized under the
laws of the State of Nevada; the name of the person to whom it is issued; the
number and class of shares and the designation of the series, if any, which such
certificate represents; the par value of each share represented by such
certificate, and any restrictions or statements required by law. Such
certificates shall be signed by the President or Vice President and either by
the Secretary or Assistant Secretary or such officer or officers as the Board of
Directors shall designate, and may be sealed with the seal of the Corporation or
a facsimile thereof.

         Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the Corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Certificates shall also contain such legends or statements as may be required by
law and any agreement between the Corporation and the holder thereof.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in the Articles of Incorporation or these Bylaws, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Any security of the Corporation, including, among others, any
certificate evidencing shares of the Common Shares and Preferred Shares or
warrants to purchase Common Shares and Preferred Shares of the Corporation,
which is issued to any person without registration under the Securities Act of
1933, as amended, or the Blue Sky laws of any state, shall not be transferable
until the Corporation has been furnished with a legal opinion of counsel with
reference thereto, satisfactory in form and content to the Corporation and its
counsel, to the effect that such sale, transfer or pledge does not involve a
violation of the Securities Act of 1933, as amended, or the Blue Sky laws of any
<PAGE>

state having jurisdiction. The certificate representing the security shall bear
substantially the following legend:

         "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND OTHER APPLICABLE
LAWS."

         Section 6.2. The consideration for the issuance of shares shall consist
of any tangible or intangible property or benefit to the Corporation, including,
but not limited to, cash, promissory notes, services performed, contracts for
services to be performed or other securities of the corporation. Before the
Corporation issues shares, the Board of Directors must determine that the
consideration received or to be received for the shares to be issued is
adequate. The judgment of the Board of Directors as to the adequacy of the
consideration received for the shares issued is conclusive in the absence of
actual fraud in the transaction. When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued therefor are fully paid and nonassessable. The Corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make any other arrangements to restrict the transfer of the
shares. The Corporation may credit distributions made for the shares against
their purchase price, until the services are performed, the benefits are
received or the promissory note is paid. If the services are not performed, the
benefits are not received or the promissory note is not paid, the shares
escrowed or restricted and the distributions credited may be canceled in whole
or in part.

         Section 6.3. Unless otherwise provided in the subscription agreement,
subscriptions of shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors and payment on
subscriptions shall be uniform as to all shares of the same series. In case of
default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any debt
due to the Corporation.

         Section 6.4. For any indebtedness of a Stockholder to the Corporation,
the Corporation shall have a first and prior lien on all preferred or common
shares owned by him and on all dividends or other distributions declared
thereon.

         Section 6.5. Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to any requirements of the Articles of Incorporation or
these Bylaws or a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 6.6. Any or all the signatures on a certificate may be
facsimile, if the certificate is countersigned by a transfer agent or registered
by a registrar. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue.
<PAGE>

                                Lost Certificates

         Section 6.7. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a bond
issued by sureties acceptable to the Corporation 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, stolen or destroyed.

                                Transfer of Stock

         Section 6.8. 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, assignation or authority to transfer, it shall be
the duty of the Corporation or the transfer agent of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Upon receipt of proper transfer
instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares or uncertificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
corporation. Transfers of shares shall be made only on the books of the
Corporation by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney and filed with the Secretary of the
Corporation or the transfer agent.

         Section 6.9. Every stockholder or transferee shall furnish the
Secretary or a transfer agent with the address to which notice of meetings and
all other notices may be served upon or mailed to him or her, and in default
thereof, he or she shall not be entitled to service or mailing of any such
notice.

                               Fixing Record Date

         Section 6.10. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
<PAGE>

                             Registered Stockholders

         Section 6.11. 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, to vote as such owner, and to hold such person registered on
its books liable for calls and assessments as the owner of such 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.

                                   ARTICLE VII
                             Miscellaneous/Dividends

         Section 7.1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, and
applicable law, may be declared by the Board of Directors at any regular or
special meeting. Dividends may be paid in cash, in property or in shares of
capital stock, subject to the provisions of the Articles of Incorporation.

         Section 7.2. 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 determine to be in the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     Checks

         Section 7.3. All checks, demands, drafts, or other orders for payment
of money, notes or other evidences of indebtedness issued in the name 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.

                                    Contracts

         Section 7.4. The Board of Directors may authorize any officer,
officers, agent, or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

                                    Deposits

         Section 7.5. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.

                                   Fiscal Year

         Section 7.6. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
<PAGE>

                                      Seal

         Section 7.7. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Nevada." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 Indemnification

         Section 7.8. Unless otherwise provided in the Articles of
Incorporation, the Corporation shall indemnify any person who was, or is
threatened to be made, a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation, or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee,
agent or similar functionary of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted under the General
Corporation Law of Nevada, as the same exists or may hereafter be amended. Such
right shall be a contract right and as such shall run to the benefit of any
director or officer who is elected and accepts the position of director or
officer of the Corporation or elects to continue to serve as a director or
officer of the Corporation while this Section 7.8 is in effect. The rights
conferred above shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, bylaw, resolution of stockholders
or directors, agreement or otherwise.

         The Corporation may, pursuant to approval by the Board of Directors,
additionally indemnify any employee or agent of the Corporation to the fullest
extent permitted by law.

         As used herein, the term "proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding.

         In the event an indemnitee under this Section 7.8 incurs costs or
expenses in connection with the defense of any proceeding (including any such
costs or expenses, including reasonable attorney's fees, incurred for any appeal
therefor) involving, resulting from, related to or arising out of a business
combination, merger or recapitalization, the Corporation shall pay such costs or
expenses as they are incurred and in advance of the final disposition of such
proceeding within 20 calendar days of submission of bills or vouchers for such
costs or expenses, provided that such indemnitee delivers to the Corporation
prior to such payment a written undertaking by or on behalf of such indemnitee
to repay the amount paid by the Corporation in the event that a final
determination is made by a court or other tribunal of competent jurisdiction
that such indemnitee was not entitled to indemnification from the Corporation.
For purposes of the preceding sentence, the term "final determination" shall
mean a determination after all appeals or rights to appeal have been exhausted.

         Section 7.9. The provisions of Nevada Revised Statutes 78.378 to
78.3793, inclusive, shall not apply to WT Acquisition Holdings, LLC, a Delaware
limited liability company ("Holdings"), WT Acquisition Corp., a Nevada
corporation ("Acquisition Corp."), Joel San Antonio, or their respective
affiliates including, without limitation, any shares of stock of the Corporation
<PAGE>

acquired, directly or indirectly, by such persons pursuant to the options set
forth in the stockholder voting and option agreements by and among Holdings, the
Corporation and each of Joel San Antonio and William Tweed and the stockholder
voting and option agreements by and between Holdings and each of Haynes and
Boone Foundation, Helene White, Valerie San Antonio, Valerie San Antonio and
Michael Salpeter Trustees FBO Brendan San Antonio, Valerie San Antonio and
Michael Salpeter Trustees FBO Jonathan San Antonio, Kenneth Olson, Barry Ballen
and Lawrence Richenstein, pursuant to an agreement and plan of merger to be
executed by and among the Corporation, Holdings and Acquisition Corp., or
pursuant to any agreement pursuant to which Joel San Antonio acquires an equity
interest in Holdings. The provisions of this Section 7.9 shall not be amended,
deleted or revised without the written consent of Holdings and Acquisition Corp.

                                  ARTICLE VIII
                                   Amendments

         Section 8.1. Notwithstanding any other provision contained in these
Bylaws to the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Section
3.1 of Article III, and this Article VIII of these Bylaws may be amended,
supplemented, or repealed only by the affirmative vote of 66-2/3% or more of all
of the shares of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class. In addition to the foregoing, the
Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.