AMENDED AND RESTATED BYLAWS
                                       OF
                           SMITHWAY MOTOR XPRESS CORP.
                         (as in effect on March 5, 2004)

                                    ARTICLE I
                                     OFFICES

     1. Principal  Office.  The principal office of the Corporation  shall be in
Washoe County, Nevada, which initially shall be its known place of business.

     2.  Other  Offices.  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 to time determine or the business of the Corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

     1. Annual Meeting.  The annual meeting of the stockholders shall be held at
such date and time as the Board of Directors shall determine, for the purpose of
electing  Directors  and  for the  transaction  of such  other  business  as may
properly come before the meeting.

     2. Special Meetings. Special meetings of the stockholders may be called for
any purpose or purposes at any time by a majority of the Board of  Directors  or
the President.

     3. Place of Meetings.  Annual and special  meetings of the stockholders may
be held at such time and place within or without the State of Nevada as shall be
stated  in the  notice of the  meeting  or in a duly  executed  waiver of notice
thereof.

     4. Notice of Meeting.  Written notice  stating the place,  date and hour of
the meeting and, in the case of a special  meeting,  the purpose or purposes for
which the meeting is called,  shall be delivered to each  stockholder  of record
entitled to vote at such meeting not less than ten (10) nor more than sixty (60)
days before the date of the meeting.  Notice may be delivered either  personally
or by first class,  certified or registered mail, postage prepaid, and signed by
an officer of the  Corporation at the direction of the person or persons calling
the meeting.  If mailed,  notice shall be deemed to be delivered  when mailed to
the  stockholder at his or her address as it appears on the stock transfer books
of the Corporation.  Delivery of any such notice to any officer of a corporation
or association,  or to any member of a partnership shall constitute  delivery of
such notice to such corporation, association or partnership. In the event of the
transfer  of stock  after  delivery or mailing of the notice of and prior to the
holding of the  meeting it shall not be  necessary  to deliver or mail notice of
the meeting to the transferee.  Notice need not be given of an adjourned meeting
if the  time and  place  thereof  are  announced  at the  meeting  at which  the
adjournment  is taken,  provided that such  adjournment  is for less than thirty
(30)  days and  further  provided  that a new  record  date is not fixed for the

<PAGE>
adjourned  meeting,  in either of which events,  written notice of the adjourned
meeting shall be given to each  stockholder  of record  entitled to vote at such
meeting.  At any adjourned  meeting,  any business may be transacted which might
have been transacted at the meeting as originally  noticed.  A written waiver of
notice, whether given, before or after the meeting to which it relates, shall be
equivalent  to the  giving of  notice  of such  meeting  to the  stockholder  or
stockholders signing such waiver. Attendance of a stockholder at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     5. Fixing Date for Determination of Stockholders  Record. In order that the
Corporation may determine the stockholders  entitled to notice of and to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate  action in  writing  without a meeting,  or to receive  payment of any
dividend or other  distribution  or allotment of any rights,  or to exercise any
rights in respect of any other  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 prior to the date of such meeting or such action,  as the case may be.
If the  Board of  Directors  has not  fixed a record  date for  determining  the
stockholders entitled to notice of and to vote at a meeting of stockholders, the
record date shall be at the close of business on the day next  preceding the day
on which the notice is given,  or if notice is waived,  at the close of business
on the day next  preceding the day on which the meeting is held. If the Board of
Directors has not fixed a record date for determining the stockholders  entitled
to express  consent to corporate  action in writing  without a meeting,  when no
prior action by the Board of Directors  is  necessary,  the record date shall be
the day on which the first written consent is expressed by any  stockholder.  If
the Board of Directors has not fixed a record date for determining  stockholders
for any other purpose,  the record date shall be at the close of business on the
day on which the Board of Directors adopts the resolution  relating  thereto.  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.

     6. Record of Stockholders.  The Secretary or other officer having charge of
the stock transfer books of the Corporation  shall make, or cause to be made, at
least ten (10) days before every meeting of  stockholders,  a complete record of
the  stockholders  entitled  to  vote  at  a  meeting  of  stockholders  or  any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares registered in the name of each stockholder.  Such list shall be
open to the  examination  of any  stockholder,  for any  purpose  germane to the
meeting,  during ordinary business hours, for a period of at least ten (10) days
prior to the meeting,  either at a place  specified in the notice of the meeting
or if not so specified,  at the Corporation's  principal place of business.  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.

     7.  Quorum and Manner of Acting.  At any meeting of the  stockholders,  the
presence, in person or by proxy, of the holders of a majority of the outstanding
stock

                                       2
<PAGE>
entitled  to vote shall  constitute  a quorum for the  transaction  of  business
except as otherwise  provided by the Nevada  General  Corporation  Law or by the
Articles of Incorporation of the Corporation,  as amended form time to time (the
"Articles of Incorporation"). All shares represented and entitled to vote on any
single  subject  matter which may be brought before the meeting shall be counted
for quorum purposes.  Only those shares entitled to vote on a particular subject
matter  shall be  counted  for the  purpose  of voting on that  subject  matter.
Business  may be  conducted  once a quorum is  present  and may  continue  to be
conducted  until  adjournment  sine  die,   notwithstanding  the  withdrawal  or
temporary  absence  of  stockholders  leaving  less  than a  quorum.  Except  as
otherwise  provided in the Nevada  General  Corporation  Law or the  Articles of
Incorporation,  the affirmative  vote of the holders of a majority of the shares
of stock then  represented  at the meeting and entitled to vote thereat shall be
the act of the stockholders;  provided,  however, that if the shares of stock so
represented  are less than the  number  required  to  constitute  a quorum,  the
affirmative  vote must be such as would  constitute  a majority if a quorum were
present,  except that the  affirmative  vote of the holders of a majority of the
shares of stock then present is sufficient in all cases to adjourn a meeting.

     8.  Voting of Shares of Stock.  Each  stockholder  shall be entitled to the
number of votes (or  corresponding  fraction  thereof)  authorized for shares of
such  class or series in the  Corporation's  Articles  of  Incorporation  or any
certificate of designation  for such class or series for each share of stock (or
fraction  thereof)  standing  in  his,  her or its  name  on  the  books  of the
Corporation  on the record date. A  stockholder  may vote either in person or by
valid proxy, as defined in Section 12 of this Article II, executed in writing by
the stockholder or by his, her or its duly authorized  attorney in fact.  Shares
of its own stock  belonging to the Corporation or to another  corporation,  if a
majority of the shares  entitled to vote in the  election of  directors  of such
other  corporation is held,  directly or indirectly,  by the Corporation,  shall
neither be entitled to vote nor counted for quorum purposes;  provided, however,
that the foregoing  shall not limit the right of any  corporation to vote stock,
including  but not  limited  to its own  stock,  when held by it in a  fiduciary
capacity.  Shares of stock  standing in the name of another  corporation  may be
voted by such  officer,  agent or proxy as the bylaws of such other  corporation
may prescribe or, in the absence of such provision, as the Board of Directors of
such other corporation may determine.  Unless demanded by a stockholder  present
in person or by proxy at any meeting of the  stockholders  and  entitled to vote
thereat, or unless so directed by the chairman of the meeting,  the vote thereat
on any  question  need not be by ballot.  If such demand or direction is made, a
vote by  ballot  shall  be  taken,  and  each  ballot  shall  be  signed  by the
stockholder voting, or by his or her proxy, and shall state the number of shares
voted.

     9. Organization. At each meeting of the stockholders,  the President, or if
he or she is absent therefrom,  one of the Vice Presidents or, if all are absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by  stockholders  holding a majority of the shares present in person or by proxy
and entitled to vote  thereat,  or, if all the officers of the  Corporation  are
absent  therefrom,  a stockholder of record so chosen,  shall act as chairman of
the meeting and preside thereat. The Secretary,  or, if he or she is absent from
the meeting or is required  pursuant to the  provisions of this Section 9 to act
as chairman of such meeting, the person (who shall be an Assistant Secretary, if

                                       3
<PAGE>
any and if present)  whom the chairman of the meeting shall appoint shall act as
secretary of the meeting and keep the minutes thereof.

     10.  Order of  Business.  The  order of  business  at each  meeting  of the
stockholders shall be determined by the chairman of such meeting,  but the order
of business may be changed by the vote of stockholders holding a majority of the
shares  present  in  person or by proxy at such  meeting  and  entitled  to vote
thereat.

     11. Voting. At all meetings of stockholders,  each stockholder  entitled to
vote  thereat  shall  have the right to vote,  in person or by proxy,  and shall
have, for each share of stock  registered in his, her or its name, the number of
votes  provided  by  the  Articles  of   Incorporation  or  any  certificate  of
designation in respect of stock of such class or series.  Stockholders shall not
have  cumulative  voting rights with respect to the election of Directors or for
any other purpose.

     12. Voting by Proxy.  At any meeting of the  stockholders,  any stockholder
may be represented and vote by a proxy or proxies  appointed by an instrument in
writing.  In the event that any such  instrument in writing shall  designate two
(2) or more persons to act as proxies, a majority of such persons present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated  unless the instrument  shall otherwise  provide.  No such
proxy shall be valid after the expiration of six (6) months from the date of its
execution,  unless  coupled  with an interest or unless the person  executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution.  Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument  revoking it or a duly  executed  proxy bearing a
later date is filed with the Secretary of the Corporation.

     13. Action by Stockholders  Without a Meeting.  Unless otherwise restricted
by the  Articles  of  Incorporation  or these  Bylaws,  any action  required  or
permitted to be taken at a meeting of the  stockholders  may be taken  without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, is signed by stockholders  holding at least a
majority of the voting power  (except that if a different  proportion  of voting
power is  required  for such an action at a  meeting,  then that  proportion  of
written  consents is required) and such consent is filed with the minutes of the
proceedings of the stockholders.

     14. Irregularities. All information and/or irregularities in calls, notices
of  meetings  and in the manner of voting,  form of  proxies,  credentials,  and
method of ascertaining those present,  shall be deemed waived if no objection is
made at the meeting or if waived in writing.

                                       4
<PAGE>
                                   ARTICLE III
                               BOARD OF DIRECTORS

     1. General  Powers.  The property,  business and affairs of the Corporation
shall be managed by the Board of Directors, which shall be lead by a Chairman of
the Board who shall  preside at all meetings of the Board of Directors and shall
perform  such other duties as from time to time may be assigned to him or her by
the Board of Directors.

     2. Number, Term of Office and  Qualifications.  Subject to the requirements
of the Nevada  General  Corporation  Law or the Articles of  Incorporation,  the
Board of  Directors  may from time to time  determine  the number of  Directors.
Until the Board of Directors shall otherwise determine,  the number of Directors
shall be as set  forth in the  Corporation's  Articles  of  Incorporation.  Each
director  shall hold office until his or her  successor is duly elected or until
his or her earlier  death or  resignation  or removal in the manner  hereinafter
provided. Directors need not be stockholders.

     3. Place of Meeting.  The Board of Directors may hold its meetings,  either
within or without  the State of  Nevada,  at such place or places as it may from
time to time by resolution determine or as shall be designated in any notices or
waivers of notice thereof. Any such meeting,  whether regular or special, may be
held by  conference  telephone or similar  communications  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting in such manner shall constitute presence in person at
such meeting.

     4. Annual  Meetings.  As soon as practicable  after each annual election of
Directors and on the same day, the Board of Directors shall meet for the purpose
of organization and the transaction of other business at the place where regular
meetings of the Board of Directors are held, and no notice of such meeting shall
be necessary in order to legally  hold the  meeting,  provided  that a quorum is
present.  If such meeting is not held as provided above, the meeting may be held
at such time and place as shall be specified  in a notice  given as  hereinafter
provided  for a special  meeting of the Board of  Directors,  or in the event of
waiver of notice as specified in the written waiver of notice.

     5. Regular Meetings. Regular meetings of the Board of Directors may be held
without  notice at such times as the Board of Directors  shall from time to time
by resolution determine.

     6. Special  Meetings;  Notice.  Special  meetings of the Board of Directors
shall be held, either within or without the State of Nevada,  whenever called by
the Chairman of the Board, or by the President or a majority of the Directors at
the time in office.  Notice shall be given, in the manner hereinafter  provided,
of each such  special  meeting,  which  notice shall state the time and place of
such  meeting,  but need not state the  purposes  thereof.  Except as  otherwise
provided in Section 9 of this Article III,  notice of each such meeting shall be
mailed to each  Director,  addressed  to him or her at his or her  residence  or
usual  place of  business,  at least two (2) days  before  the day on which such
meeting is to be held, or shall be sent addressed to him or her at such place by

                                       5
<PAGE>
telegraph,  cable, wireless or other form of recorded communication or delivered
personally  or by telephone  not later than the day before the day on which such
meeting is to be held. A written waiver of notice, whether given before or after
the meeting to which it relates,  shall be equivalent to the giving of notice of
such meeting to the Director or Directors  signing such waiver.  Attendance of a
Director  at a special  meeting of the Board of  Directors  shall  constitute  a
waiver of notice of such meeting,  except when he or she attends the meeting for
the express purpose of objecting to the transaction of any business  because the
meeting is not lawfully called or convened.

     7. Quorum and Manner of Acting.  A majority of the whole Board of Directors
shall be present in person at any meeting of the Board of  Directors in order to
constitute a quorum for the transaction of business at such meeting,  and except
as otherwise  specified in these Bylaws, and except also as otherwise  expressly
provided by the Nevada  General  Corporation  Law, the vote of a majority of the
Directors  present at any such meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum from any such meeting,
a majority of the Directors  present  thereat may adjourn such meeting from time
to time to another time or place,  without notice other than announcement at the
meeting,  until a quorum shall be present thereat.  The Directors shall act only
as a Board of  Directors  and the  individual  Directors  shall have no power as
such.

     8. Organization. At each meeting of the Board of Directors, the Chairman of
the Board,  or, if he or she is absent therefrom or if no Chairman is appointed,
the  President,  or if he or she is absent  therefrom,  a  Director  chosen by a
majority of the Directors present thereat, shall act as chairman of such meeting
and preside thereat.  The Secretary,  or if he or she is absent, the person (who
shall be an  Assistant  Secretary,  if any and if present)  whom the chairman of
such meeting shall appoint,  shall act as Secretary of such meeting and keep the
minutes thereof.

     9. Action by Directors  Without a Meeting.  Unless otherwise  restricted by
the Articles of Incorporation or these Bylaws,  any action required or permitted
to be taken at a  meeting  of the  Board of  Directors  may be taken  without  a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting  forth the action so taken,  is signed by all Directors and such consent
is filed with the minutes of the proceedings of the Board of Directors.

     10.  Resignations.  Any Director  may resign at any time by giving  written
notice of his or her resignation to the Corporation.  Any such resignation shall
take effect at the time specified  therein,  or if the time when it shall become
effective is not specified  therein,  it shall take effect  immediately upon its
receipt by the  Chairman of the Board,  the  President  or the  Secretary;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     11. Vacancies. Vacancies and newly created directorships resulting from any
increase  in  the  authorized   number  of  Directors  elected  by  all  of  the
stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the Directors then office, although less than a quorum, or by a sole
remaining  Director.  If at any time, by reason of

                                       6
<PAGE>
death or resignation or other cause, the Corporation has no Directors in office,
then any officer or any  stockholder or an executor,  administrator,  trustee or
guardian of a stockholder,  may call a special meeting of  stockholders  for the
purpose of filling vacancies in the Board of Directors. If one or more Directors
shall resign from the Board of Directors, effective at a future date, a majority
of the Directors  then in office,  including  those who have so resigned,  shall
have the power to fill such  vacancy  or  vacancies,  the vote  thereon  to take
effect when such resignation or resignations  shall become  effective,  and each
Director so chosen  shall hold office as provided in this section in the filling
of other vacancies.

     12.  Compensation.  The Board of Directors may at any time and from time to
time by  resolution  provide  that  the  Directors  may be paid a fixed  sum for
attendance  at each  meeting  of the Board of  Directors  or a stated  salary as
Director or both, in either case payable in cash, the  Corporation's  stock,  or
such other form designated by the Board of Directors.  In addition, the Board of
Directors  may at any time  and from  time to time by  resolution  provide  that
Directors  shall be paid their actual  expenses,  if any, of  attendance at each
meeting of the Board of Directors. Nothing in this section shall be construed as
precluding  any Director from serving the  Corporation in any other capacity and
receiving  compensation  therefor,  but the Board of Directors may by resolution
provide that any Director receiving  compensation for his or her services to the
Corporation in any other capacity shall not receive additional  compensation for
his or her services as a Director.

                                   ARTICLE IV
                                    OFFICERS

     1. Number. The Corporation shall have the following officers:  a President,
a Vice President, a Secretary and a Treasurer. At the discretion of the Board of
Directors, the Corporation may also have additional Vice Presidents, one or more
Assistant Vice  Presidents,  one or more Assistant  Secretaries  and one or more
Assistant Treasurers.

     2. Election and Term of Office.  The officers of the  Corporation  shall be
elected  annually by the Board of Directors or at a special meeting of the Board
of Directors called for that purpose.  Each such officer shall hold office until
his or her  successor  is duly  elected  or until  his or her  earlier  death or
resignation or removal in the manner hereinafter provided.

     3.  Agents.  In addition  to the  officers  mentioned  in Section 1 of this
Article  IV, the Board of  Directors  may  appoint  such  agents as the Board of
Directors may deem necessary or advisable,  each of which agents shall have such
authority  and  perform  such duties as are  provided in these  Bylaws or as the
Board of Directors may from time to time  determine.  The Board of Directors may
delegate to any officer or to any  committee  the power to appoint or remove any
such agents.

     4. Removal. Any officer may be removed,  with or without cause, at any time
by resolution adopted by a majority of the whole Board of Directors.

                                       7
<PAGE>
     5.  Resignations.  Any  officer  may  resign at any time by giving  written
notice of his or her resignation to the Board of Directors, the President or the
Secretary.  Any such  resignation  shall  take  effect  at the  times  specified
therein,  or,  if the  time  when it shall  became  effective  is not  specified
therein,  it shall  take  effect  immediately  upon its  receipt by the Board of
Directors,  the President or the  Secretary;  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

     6. Vacancies. A vacancy in any office due to death,  resignation,  removal,
disqualification  or any other cause may be filled for the unexpired  portion of
the term thereof by the Board of Directors.

     7. President.  The President  shall be the chief  executive  officer of the
Corporation  and shall have,  subject to the control of the Board of  Directors,
general and active  supervision  and direction  over the business and affairs of
the Corporation and over its several officers.  The President shall: (a) preside
at all  meetings  of the  stockholders;  (b) make a report  of the  state of the
business of the Corporation at each annual meeting of the stockholders;  (c) see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect;  (d) have the  right to sign,  execute  and  deliver  in the name of the
Corporation  all  deeds,  mortgages,   bonds,  contracts  or  other  instruments
authorized  by the  Board of  Directors,  except  in cases  where  the  signing,
execution or delivery  thereof is expressly  delegated by the Board of Directors
or by these Bylaws to some other  officer or agent of the  Corporation  or where
any of them are required by law  otherwise to be signed,  executed or delivered;
and (e) have the right to cause the corporate seal, if any, to be affixed to any
instrument which requires it. The President also may sign, with the Secretary or
an Assistant  Secretary,  certificates of stock of the Corporation.  In general,
the President  shall perform all duties  incident to the office of the President
and such other  duties as from time to time may be assigned to him or her by the
Board of Directors.

     8. Vice  President.  The Vice President and any additional  Vice Presidents
shall have such powers and perform such duties as the  President or the Board of
Directors may from time to time prescribe and shall perform such other duties as
may be prescribed by these Bylaws.  At the request of the President,  or in case
of his or her absence or inability to act, a Vice President so designated by the
Board of Directors,  a Vice President  shall perform 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.

     9. Secretary.  The Secretary  shall:  (a) record all the proceedings of the
meetings of the  stockholders,  the Board of Directors and the committees of the
Board of Directors,  if any, in one or more books kept for that purpose; (b) see
that all  notices  are duly given in  accordance  with the  provisions  of these
Bylaws or as required by law;  (c) be the  custodian  of all  contracts,  deeds,
documents, all other indicia of title to properties owned by the Corporation and
of its other corporate records (except accounting  records) and of the corporate
seal,  if any, and affix such seal to all  documents  the  execution of which on
behalf of the Corporation  under its seal is authorized and required;  (d) sign,
if directed by the Board of Directors,  with the President or a Vice  President,
certificates for stock of the Corporation;  (e) have charge, directly or through
the transfer clerk or transfer

                                       8
<PAGE>
clerks,  transfer agent or transfer agents and registrar or registrars appointed
as provided in Section 3 of Article VII of these Bylaws, of the issue,  transfer
and registration of certificates for stock of the Corporation and of the records
thereof,  such  records  to be kept in such  manner  as to show at any  time the
amount of the stock of the  Corporation  issued and  outstanding,  the manner in
which and the time when such  stock  was paid  for,  the  names,  alphabetically
arranged,  and the  addresses  of the holders of record  thereof,  the number of
shares held by each, and the time when each became a holder of record;  (f) upon
request,  exhibit  or  cause  to be  exhibited  at all  reasonable  times to any
Director  such  records  of  the  issue,   transfer  and   registration  of  the
certificates  for stock of the  Corporation;  (g) see that the  books,  reports,
statements, certificates and all other documents and records required by law arc
properly kept and filed; and (h) see that the duties  prescribed by Section 6 of
Article II of these  Bylaws are  performed.  In  general,  the  Secretary  shall
perform all duties  incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or the Board of
Directors.

     10. Treasurer.  If required by the Board of Directors,  the Treasurer shall
give a bond for the faithful discharge of his or her duties in such sum and with
such surety or sureties as the Board of Directors shall determine. The Treasurer
shall:  (a) have  charge and  custody  of, and be  responsible  for,  all funds,
securities,  notes and valuable effects of the Corporation; (b) receive and give
receipt  for  monies  due  and  payable  to the  Corporation  from  any  sources
whatsoever;  (c)  deposit all such  monies to the credit of the  Corporation  or
otherwise as the Board of Directors or the President shall direct in such banks,
trust  companies or other  depositories  as shall be selected in accordance with
the  provisions  of  Article  VI of these  Bylaws;  (d) cause  such  funds to be
disbursed by checks or drafts on the authorized  depositories of the Corporation
signed as provided in Article VI of these  Bylaws;  (e) be  responsible  for the
accuracy of the amounts of, and cause to be preserved  proper  vouchers for, all
monies so disbursed;  (f) have the right to require from time to time reports or
statements  giving such  information as he or she may desire with respect to any
and all financial  transactions of the  Corporation  from the officers or agents
transacting  the same;  (g) render to the  President or the Board of  Directors,
whenever  they,  respectively,  shall request him or her so to do, an account of
the financial condition of the Corporation and of all his or her transactions as
Treasurer;  (h) sign, if directed by the Board of Directors,  with the President
or a Vice President,  certificates  for stock of the  Corporation;  and (i) upon
request, exhibit or cause to be exhibited at all reasonable times the cash books
and other records to the  President or any of the Directors of the  Corporation.
In general,  the Treasurer  shall  perform all duties  incident to the office of
Treasurer  and such other  duties as from time to time may be assigned to him or
her by the President or the Board of Directors.

     11.  Assistant  Officers.  Any persons elected as assistant  officers shall
assist in the performance of the duties of the designated  office and such other
duties as shall be assigned to them by any Vice President,  the Secretary or the
Treasurer, as the case may be, or by the Board of Directors or the President.

     12. Combination of Offices.  Any two of the offices hereinabove  enumerated
may be held by one and  the  same  person,  if  such  person  is so  elected  or
appointed.

                                       9
<PAGE>
     13.  Compensation.   The  salaries  of  all  officers  and  agents  of  the
Corporation  shall be fixed by the Board of  Directors,  and no officer shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
Director of the Corporation.

                                    ARTICLE V
                                   COMMITTEES

     1. Executive Committee; How Constituted and Powers. The Board of Directors,
by  resolution  adopted  by a  majority  of the whole  Board of  Directors,  may
designate one or more of the Directors then in office to constitute an Executive
Committee,  which shall have and may exercise  between  meetings of the Board of
Directors all the  delegable  powers of the Board of Directors to the extent not
expressly  prohibited by the Nevada General  Corporation Law or by resolution of
the  Board of  Directors.  The  Board of  Directors  may  designate  one or more
Directors as alternate  members of the  Committee  who may replace any absent or
disqualified  member  at  any  meeting  of the  Committee.  Each  member  of the
Executive  Committee  shall  continue  to be a member  thereof  only  during the
pleasure of a majority of the whole Board of Directors.

     2. Executive Committee; Organization. The Executive Committee may appoint a
member of the  Committee to act as chairman at all meetings of the Committee and
the Secretary  shall act as secretary  thereof.  In case of the absence from any
meeting of the appointed chairman or the Secretary,  the Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

     3.  Executive  Committee;  Meetings.  Regular  meetings  of  the  Executive
Committee may be held without notice on such days and at such places as shall be
fixed by resolution  adopted by a majority of the Committee and  communicated to
all its members. Special meetings of the Committee shall be held whenever called
by a majority  of the members  thereof  then in office.  Notice of each  special
meeting of the Committee  shall be given in the manner  provided in Section 6 of
Article  III of these  Bylaws for special  meetings  of the Board of  Directors.
Notice of any such  meeting of the  Executive  Committee,  however,  need not be
given to any  member of the  Committee  if waived by him or her in writing or by
telegraph, cable, wireless or other form of recorded communication either before
or after the meeting, or if he or she is present at such meeting, except when he
or she attends for the express  purpose of objecting to the  transaction  of any
business because the meeting is not lawfully called or convened.  Subject to the
provisions of this Article V, the Committee, by resolution adopted by a majority
of the whole Committee, shall fix its own rules of procedure and it shall keep a
record of its  proceedings and report them to the Board of Directors at the next
regular  meeting  thereof  after  such  proceedings  have been  taken.  All such
proceedings  shall  be  subject  to  revision  or  alteration  by the  Board  of
Directors;  provided, however, that third parties shall not be prejudiced by any
such revision or alteration.

     4.  Executive  Committee;  Quorum and Manner of Acting.  A majority  of the
Executive  Committee shall  constitute a quorum for the transaction of business,
and,  except as  specified in Section 3 of this Article V, the act of a majority
of those present at

                                       10
<PAGE>
a  meeting  thereof  at  which  a  quorum  is  present  shall  be the act of the
Committee.  The members of the Committee shall act only as a committee,  and the
individual members shall have no power as such.

     5. Other  Committees.  The Board of Directors,  by resolution  adopted by a
majority of the whole Board,  may constitute  other  committees,  which shall in
each case consist of one or more of the Directors  and, at the discretion of the
Board of Directors,  such officers who are not Directors. The Board of Directors
may  designate  one or more  Directors  or  officers  who are not  Directors  as
alternate  members of any committee  who may replace any absent or  disqualified
member at any meeting of the committee.  Each such committee  shall have and may
exercise  such powers as the Board of Directors may determine and specify in the
respective resolutions  appointing them: provided,  however, that (a) unless all
of the members of any committee  shall be Directors,  such  committee  shall not
have  authority  to exercise  any of the powers of the Board of Directors in the
management  of the  business  and  affairs  of the  Corporation,  and (b) if any
committee shall have the power to determine the amounts of the respective  fixed
salaries of the officers of the Corporation or any of them, such committee shall
consist of not less then three (3) members  and none of its  members  shall have
any vote in the  determination of the amount that shall be paid to him or her as
a fixed salary.  A majority of all the members of any such committee may fix its
rules of  procedure,  determine  its  action  and fix the time and  place of its
meetings and specify what notice  thereof,  if any,  shall be given,  unless the
Board of Directors shall otherwise by resolution provide.

     6. Committee Minutes. The Executive Committee and any other committee shall
keep regular  minutes of their  proceedings  and report the same to the Board of
Directors when required.

     7. Action by Committees Without a Meeting. Any action required or permitted
to be taken at a meeting of the  Executive  Committee or any other  committee of
the Board of Directors may be taken without a meeting,  without prior notice and
without a vote, if a consent in writing,  setting forth the action so taken,  is
signed by all  members  of the  committee  and such  consent  is filed  with the
minutes of the proceedings of the committee.

     8.  Resignations.  Any  member  of the  Executive  Committee  or any  other
committee may resign  therefrom at any time by giving  written  notice of his or
her  resignation  to the Chairman of the Board,  the President or the Secretary.
Any such resignation shall take effect at the time specified therein,  or if the
time when it shall become  effective  is not  specified  therein,  it shall take
effect  immediately upon its receipt by the Chairman of the Board, the President
or the Secretary;  and, unless otherwise  specified  therein,  the acceptance of
such resignation shall not be necessary to make it effective.

     9. Vacancies. Any vacancy in the Executive Committee or any other committee
shall be filled by the vote of a majority of the whole Board of Directors.

                                       11
<PAGE>
     10.  Compensation.  The Board of Directors may at any time and from time to
time by resolution  provide that committee members shall be paid a fixed sum for
attendance at each committee meeting or a stated salary as a committee member in
either  case  payable  in  cash,  the  Corporation  stock,  or such  other  form
designated by the Board of Directors. In addition, the Board of Directors may at
any time and from time to time by resolution provide that such committee members
shall be paid their actual  expenses,  if any, of attendance  at each  committee
meeting.  Nothing in this section shall be construed as precluding any committee
member  from  serving  the  Corporation  in any  other  capacity  and  receiving
compensation therefor, but the Board of Directors may by resolution provide that
any  committee  member  receiving  compensation  for his or her  services to the
Corporation in any other capacity shall not receive additional  compensation for
his or her services as a committee member.

     11. Dissolution of Committees;  Removal of Committee Members.  The Board of
Directors,  by resolution adopted by a majority of the whole Board, may, with or
without cause,  dissolve the Executive  Committee or any other  committee,  and,
with or without cause, remove any member thereof.

                                   ARTICLE VI
                                  MISCELLANEOUS

     1. Execution of Contracts.  Except as otherwise required by law or by these
Bylaws,  any contract or other  instrument  may be executed and delivered in the
name  of the  Corporation  and on  its  behalf  by  the  President  or any  Vice
President.  In addition,  the Board of Directors may authorize any other officer
or officers  or agent or agents to execute  and  deliver  any  contract or other
instrument in the name of the Corporation and on its behalf,  and such authority
may be general or confined to specific  instances as the Board of Directors  may
by resolution determine.

     2.  Attestation.  Any  Vice  President,  the  Secretary,  or any  Assistant
Secretary  may  attest  the  execution  of any  instrument  or  document  by the
President or any other duly  authorized  officer or agent of the Corporation and
may affix the  corporate  seal,  if any, in witness  thereof,  but neither  such
attestation  nor the  affixing of a  corporate  seal shall be  requisite  to the
validity of any such document or instrument.

     3.  Checks,  Drafts.  All checks,  draft,  orders for the payment of money,
bills  of  lading,  warehouse  receipts,  obligations,  bills  of  exchange  and
insurance  certificates  shall be signed or endorsed  (except  endorsements  for
collection  for the  account of the  Corporation  or for  deposit to its credit,
which shall be governed by the  provisions  of Section 4 of this  Article VI) by
such  officer  or  officers  or agent or agents of the  Corporation  and in such
manner as shall from time to time be  determined  by  resolution of the Board of
Directors.

     4. Deposits.  All funds of the Corporation not otherwise  employed shall be
deposited from time to time to the credit of the Corporation or otherwise as the
Board of Directors or the President shall direct in general or special  accounts
at such  banks,  trust  companies,  savings  and  loan  associations,  or  other
depositories  as the Board of Directors

                                       12
<PAGE>
may select or as may be  selected  by any officer or officers or agent or agents
of the Corporation to whom power in that respect has been delegated by the Board
of Directors.  For the purpose of deposit and for the purpose of collection  for
the account of the Corporation,  checks, drafts and other orders for the payment
of money  which are  payable to the order of the  Corporation  may be  endorsed,
assigned and delivered by any officer or agent of the Corporation.  The Board of
Directors  may make such  special  rules and  regulations  with  respect to such
accounts,  not inconsistent  with the provisions of these Bylaws, as it may deem
expedient.

     5. Proxies in Respect of Stock or Other  Securities of Other  Corporations.
Unless otherwise provided by resolution  adopted by the Board of Directors,  the
President  or any Vice  President  may exercise in the name and on behalf of the
Corporation  the powers and rights which the  Corporation may have as the holder
of  stock  or other  securities  in any  other  corporation,  including  without
limitation  the right to vote or  consent  with  respect  to such stock or other
securities.

     6.  Fiscal  Year.  The  fiscal  year of the  Corporation  shall be fixed by
resolution of the Board of Directors, and may thereafter be changed from time to
time by action of the Board of Directors. Initially, the fiscal year shall begin
on January 1 and end on December 31.

                                   ARTICLE VII
                                      STOCK

     1. Certificates. Every holder of stock in the Corporation shall be entitled
to  have a  certificate  signed  by or in the  name  of the  Corporation  by the
President or a Vice  President and by the  Treasurer,  Secretary or an Assistant
Treasurer or Assistant  Secretary.  The  signatures  of such  officers upon such
certificate  may be  facsimiles  if the  certificate  is  manually  signed  by a
transfer agent or registered by a registrar,  other than the Corporation  itself
or one of its  employees.  If any  officer  who has  signed  or whose  facsimile
signature  has been  placed upon a  certificate  has ceased for any reason to be
such officer prior to issuance of the certificate, the certificate may be issued
with the same effect as if that  person were such  officer at the date of issue.
All certificates for stock of the Corporation  shall be consecutively  numbered,
shall state the number of shares  represented  thereby and shall otherwise be in
such form as shall be  determined  by the Board of  Directors,  subject  to such
requirements as are imposed by the Nevada General Corporation Law. The names and
addresses  of the persons to whom the shares  represented  by  certificates  are
issued shall be entered on the stock transfer books of the Corporation, together
with  the  number  of  shares  and  the  date  of  issue,  and  in the  case  of
cancellation,  the  date  of  cancellation.   Certificates  surrendered  to  the
Corporation  for transfer shall be cancelled,  and no new  certificate  shall be
issued in  exchange  for such shares  until the  original  certificate  has been
cancelled;  except that in the case of a lost,  stolen,  destroyed  or mutilated
certificate,  a new  certificate  may be issued  therefor  upon  such  terms and
indemnity to the Corporation as the Board of Directors may prescribe.

     2. Transfer of Stock. Transfers of shares of stock of the Corporation shall
be made only on the stock  transfer  books of the  Corporation  by the holder of
record  thereof

                                       13
<PAGE>
or by his or her legal  representative  or attorney in fact,  who shall  furnish
proper  evidence of authority to transfer to the Secretary,  or a transfer clerk
or a transfer agent,  and upon surrender of the certificate or certificates  for
such shares  properly  endorsed and payment of all taxes thereon.  The person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.

     3. Regulations.  The Board of Directors may make such rules and regulations
as it may deem expedient,  not  inconsistent  with these Bylaws,  concerning the
issue,  transfer and  registration of certificates for stock of the Corporation.
The Board of Directors may appoint,  or authorize any officer or officers or any
committee to appoint, one or more transfer clerks or one or more transfer agents
and one or more  registrars,  and may require all certificates for stock to bear
the signature or signatures of any of them.

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

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

                                  ARTICLE VIII
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  Corporation
may pay, dividends on its outstanding shares of stock in the manner and upon the
terms and conditions  provided in the Articles of  Incorporation  and the Nevada
General Corporation Law.

                                   ARTICLE IX
                                      SEAL

     A corporate  seal shall not be requisite to the validity of any  instrument
executed by or on behalf of the Corporation.  Nevertheless, if in any instance a
corporate seal is

                                       14
<PAGE>
used,  the same  shall  bear the full name of the  Corporation  and the year and
state of incorporation, or words or figures of similar import.

                                    ARTICLE X
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Corporation  shall indemnity its directors and officers to the maximum
extent permitted by the Nevada General Corporation Law. Indemnification shall be
provided unless it is ultimately determined by a court of competent jurisdiction
that (i) the  indemnified  party did not act in a manner he or she  believed  in
good faith to be in, or not opposed to, the best  interests  of the  Corporation
and, (ii) with respect to any criminal  action or  proceeding,  the  indemnified
party had no reasonable cause to believe his or her conduct was lawful. Expenses
shall be advanced to an indemnified  party upon written  confirmation that he or
she has not acted in a manner that would preclude  indemnification  above and an
undertaking to return any advances if it is ultimately  determined by a court of
competent  jurisdiction that the party is not entitled to indemnification  under
the standard set forth herein.

                                   ARTICLE XI
                                   AMENDMENTS

     These  Bylaws may be  repealed,  altered or  amended,  or new bylaws may be
adopted by the affirmative vote of a majority of all the directors. These Bylaws
may also be  repealed,  altered or amended,  or new bylaws may be adopted by the
affirmative vote of not less than a majority of the combined voting power of the
then outstanding capital stock of the Corporation.














                                       15