AMENDED AND RESTATED BY-LAWS OF
                                CATHAYONLINE INC.


                               ARTICLE I - OFFICES

The office of the Corporation  shall be located in the City and State designated
in the Articles of  Incorporation.  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 SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the  shareholders of the Corporation  shall be held within
five  months  after the close of the  fiscal  year of the  Corporation,  for the
purpose of  electing  directors,  and  transacting  such other  business  as may
properly come before the meeting.

Section 2 - Special Meetings:

Special  meetings of the  shareholders may be called at any time by the Board of
Directors  or by the  President,  and shall be called  by the  President  or the
Secretary  at the  written  request of the  holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat,  or as otherwise  required
under the provisions of the Business Corporation Law.

Section 3 - Place of Meetings:

All  meetings  of  shareholders  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) Except as otherwise  provided by Statute,  written notice of each meeting of
shareholders,  whether annual or special,  stating the time when and place where
it is to be held,  shall be served either  personally or by mail,  not less than
ten or more than fifty days before the meeting,  upon each shareholder of record
entitled  to vote at such  meeting,  and to any  other  shareholder  to whom the
giving of notice may be required by law.  Notice of a special meeting shall also
state the  purpose  or  purposes  for which the  meeting  is  called,  and shall
indicate  that it is being  issued  by, or at the  direction  of,  the person or
persons calling the meeting. if, at any meeting,  action is proposed to be taken
that would, if taken,  entitle  shareholders to receive payment for their shares
pursuant to the Statute, the notice of such meeting shall include a statement of
that  purpose and to that  effect.  If mailed,  such notice shall be directed to
each such  shareholder  at his  address,  as it  appears  on the  records of the
shareholders of the Corporation,  unless he shall have previously filed with the
Secretary of the Corporation a written request that notices  intended for him be
mailed to some other  address,  in which case, it shall be mailed to the address
designated in such request.

(b)  Notice of any  meeting  need not be given to any  person  who may  become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned  meeting of  shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation  (such  Certificate and any amendments  thereof being  hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders  of the  Corporation,  the presence at the  commencement of such
meetings in person or by proxy of  shareholders  holding of record a majority of
the total number of shares of the  Corporation  then issued and  outstanding and
entitled to vote,  shall be necessary and  sufficient to constitute a quorum for
the  transaction of any business.  The withdrawal of any  shareholder  after the
commencement  of a meeting  shall have no effect on the  existence  of a quorum,
after a quorum has been established at such meeting.

(b)  Despite  the  absence  of a quorum at any  annual  or  special  meeting  of
shareholders,  the shareholders,  by a majority of the votes cast by the holders
of shares  entitled  to vote  thereon,  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)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the  shareholders,  shall be  authorized by a majority of votes
cast at a meeting of  shareholders  by the  holders of shares  entitled  to vote
thereon.

(b)  Except  as  otherwise   provided  by  statute  or  by  the  Certificate  of
Incorporation,  at each meeting of shareholders,  each holder of record of stock
of the Corporation  entitled to vote thereat,  shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided,  however, that the instrument authorizing
such  proxy to act shall  have  been  executed  in  writing  by the  shareholder
himself,  or by his  attorney-in-fact  thereunto duly authorized in writing.  No
proxy shall be valid after the  expiration of eleven months from the date of its
execution,  unless the persons  executing  it shall have  specified  therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the  Secretary  at the  meeting  and  shall be filed  with  the  records  of the
Corporation.

(d) Any  resolution in writing,  signed by all of the  shareholders  entitled to
vote thereon,  shall be and constitute action by such shareholders to the effect
therein  expressed,  with the same force and effect as if the dame had been duly
passed by  unanimous  vote at a duly  called  meeting of  shareholders  and such
resolution  so signed  shall be inserted  in the Minute Book of the  Corporation
under its proper date.

                                   ARTICLE III

                               BOARD OF DIRECTORS

Section 1 -- Number, Election and Term of Office:

(a) The number of the  directors  of the  Corporation  shall be at least one (1)
person, unless otherwise determined by vote of a majority of the entire Board of
Directors.

(b)  Except  as may  otherwise  be  provided  herein  or in the  Certificate  of
Incorporation,  the members of the Board of  Directors of the  corporation,  who
need not be shareholders,  shall be elected by a majority of the votes cast at a
meeting of  shareholders,  by the  holders  of  shares,  present in person or by
proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders
next succeeding his election,  and until his successor is elected and qualified,
or until his prior death, resignation or removal.

Section 2 -- Duties and Powers:

The Board of Directors  shall be  responsible  for the control and management of
the  affairs,  property and  interest of the  Corporation,  and may exercise all
powers of the Corporation,  except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.

Section 3 -- 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  shareholders,  at the place of such annual
meeting of shareholders.

(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
action  was  taken  within  the time  limited,  and in the  manner  set forth in
paragraph (b) Section 4 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 4.

Section 4 - Special Meetings: Notice:

(a) Special  meetings of the Board of Directors shall be held whenever called by
the  President  or by one of the  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 two (2) days before the day on which the meeting is
to be held,  or shall be sent to him at such place by telegram,  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 8 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 5 - 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 President shall preside,  and in his absence,  a Chairman chosen by the
Directors shall preside.

Section 6 - 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 Certificate
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 7 - 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   Certificate   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.  Any action authorized,  in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the corporation  shall be
the act of the Board of Directors  with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - 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
shareholders  shall be filled by the  shareholders  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 9 - 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 such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10 - Removal:

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

Section 11 - Salary:  No stated salary shall be paid to directors,  as such, for
their  services,  but by  resolution  of the Board of  Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board;  provided,  however, that nothing herein contained
shall be construed to preclude any director from serving the  Corporation in any
other capacity and receiving compensation therefore.
Section 12 - Contracts:

(a) No contract or other  transaction  between  this  Corporation  and any other
Corporation shall be impaired,  affected or invalidated,  nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other  Corporation,  provided  that such facts are
disclosed or made known to the Board of Directors.

(b) Any  director,  personally  and  individually,  may be a party  to or may be
interested in any contract or transaction of this  Corporation,  and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize,  approve or ratify such contract or
transaction  by the vote  (not  counting  the vote of any  such  director)  of a
majority of a quorum,  notwithstanding  the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting.  This Section shall not
be construed to impair or  invalidate or in any way affect any contract or other
transaction  which would otherwise be valid under the law (common,  statutory or
otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time  designate  from among its members an executive  committee
and  such  other  committees,  and  alternate  members  thereof,  as  they  deem
desirable,  each  consisting  of one or  more  members,  with  such  powers  and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall serve at the pleasure of the Board.

                                   ARTICLE IV

                                    OFFICERS

Section 1 - Number, Qualifications. Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer,  and such  other  officers,  including  a  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 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
shareholders.

(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  of 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:

Officers of the Corporation  shall,  unless  otherwise  provided by the Board of
Directors,  each have such  powers  and  duties as  generally  pertain  to their
respective  offices  as well as such  powers  and  duties as may be set forth in
these by-laws, or may from time to time be specifically  conferred or imposed by
the Board of Directors.  The President shall be the chief  executive  officer of
the Corporation.

Section 6 - 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 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other  corporation,  any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' 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 - Certificate of Stock:

(a) The  certificates  representing  shares of the Corporation  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, 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.

(b) No certificate  representing shares shall be issued until the full amount of
consideration therefore 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 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 as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance,  subject 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,  but such scrip
shall not entitle the holder to any rights of a  shareholder,  except as therein
provided.

Section 2 - Lost or Destroyed Certificates:

The  holder of any  certificate  representing  shares 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 the  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 the 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 the Corporation shall be made on the share records 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,  with an assignment or power of transfer
endorsed thereon or delivered therewith,  duly executed,  with such proof of the
authenticity  of the  signature  and of  authority to transfer and of payment of
transfer 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 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 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 share records of the Corporation,  the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of  shareholders,  or to consent to any  proposal
without a meeting,  or for the purpose of determining  shareholders  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 shareholders  entitled to notice of or to vote at a meeting of
shareholders 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 on which the
meeting is held;  the record  date for  determining  shareholders  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 shareholders
of record  entitled to notice of or to vote at any meeting of  shareholders  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.

                                   ARTICLE VI

                                    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.

                                   ARTICLE VII

                                   FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.

                                  ARTICLE VIII

                                 CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                                   ARTICLE IX

                                   AMENDMENTS

Section 1 - By Shareholders:

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 shareholders  holding of record
in the aggregate at least a majority of the outstanding  shares entitled to vote
in the election of directors at any annual or special  meeting of  shareholders,
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:

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
shareholders  entitled  to vote  with  respect  thereto  as in this  Article  IX
above-provided  may  alter,  amend  or  repeal  by-laws  made  by the  Board  of
Directors,  except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders  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
shareholders.  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 shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.

                                    ARTICLE X

                                    INDEMNITY

(a) Any person made a party to any action, suit or proceedings, by reason of the
fact that he, his  testator or  intestate  representative  is or was a director,
officer or employee of the Corporation, or of any Corporation in which he served
as  such  at the  request  of  the  Corporation,  shall  be  indemnified  by the
Corporation against the reasonable expenses, including attorney's fees, actually
and  necessarily  incurred by him in connection with the defense of such action,
suit or  proceedings,  or in  connection  with any  appeal  therein,  except  in
relation  to matters as to which it shall be adjudged  in such  action,  suit or
proceedings,  or in  connection  with any  appeal  therein  that  such  officer,
director or employee is liable for  negligence or misconduct in the  performance
of his duties.

(b) The foregoing right of indemnification  shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled  apart
from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case where there is
no disinterested  majority of the Board available,  the amount shall be fixed by
arbitration  pursuant to the then  existing  rules of the  American  Arbitration
Association.

Dated as of June 20, 2000