EXHIBIT 3(ii)

                 AMENDED AND RESTATED BYLAWS OF EMEX CORPORATION

                                    ARTICLE I

                                     OFFICES

SECTION 1. Registered Office. The address of the registered office of the
Corporation in the State of Nevada shall be 100 West Liberty Street, Tenth
Floor, Reno, Nevada 89501, and its registered agent at such address is James L.
Kelly, Esq.

SECTION 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 time determine or the business of the Corporation may require.

SECTION 3. Books. The books of the Corporation may be kept within or 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 1. Place of Meetings. All meetings of the stockholders shall be held at
such place either within or without the State of Nevada and on such date and at
such time as may be designated from time to time by the Board of Directors. If
the Board of Directors shall fail to fix such place, the meetings shall be held
at the principal executive office of the Corporation.

SECTION 2. Annual Meetings. Annual meetings of stockholders shall be held at a
time and date designated by the Board of Directors for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting.

SECTION 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board of Directors or the President. Special meetings may not be called by
any other person.

SECTION 4. Notification of Business to be Transacted at Meeting. To be properly
brought before a meeting, business must be (a) specified in the notice of the
meeting (of any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder entitled to vote at the meeting.

SECTION 5. Notice; Waiver of Notice. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, day and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise required by law, such notice shall be given not less
than ten nor more than 60 days before the day of the meeting to each stockholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation. A
Written waiver of any such notice signed by the person entitled thereto, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

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SECTION 6. Quorum, Adjournment. Except as otherwise required by law or provided
by the Articles of Incorporation, the holders of one-third of the capital stock
issued and outstanding and entitled to vote thereat, resent in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting of the time and place of the adjourned 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 noticed. If the
adjournment is for more than 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 entitled to vote at the meeting.

SECTION 7. Voting. Except as otherwise required by law, or provided by the
Articles of Incorporation or these Bylaws, any question brought before the
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Unless otherwise provided in the
Articles of Incorporation, each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such stockholder. Such votes may be cast
in person or by proxy, but no proxy shall be voted on or after three years from
its date, unless such proxy provides for a longer period. Elections of directors
need not be by ballot unless the Chairman of the meeting so directs or unless a
stockholder demands election by ballot at the meeting and before the voting
begins.

SECTION 8. Stockholder Action by Written Consent Without a Meeting. Any action
which may be taken at any annual or special meeting of stockholders may be
taken, without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all shares entitled to
vote on that action were present and voted. All such consents shall be filed
with the Secretary of the Corporation and shall be maintained in the corporate
records. Any stockholder giving a written consent, or the stockholders' proxy
holders, or a transferee of the shares or a personal representative of the
stockholder or their respective proxy holders, may revoke the consent by a
writing received by the Secretary of the Corporation before written consent of
the number of shares required to authorize the proposed action have been filed
with the Secretary.

Prompt notice of the corporate action approved by the stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

SECTION 9. List of Stockholders Entitled to Vote. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten 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
the 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 last ten 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 he time and place of
the meting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

SECTION 10. Stock Ledger. The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 9 of this Article or the books of the Corporation,
or to vote in person or by proxy at any meeting of the stockholders.

SECTION 11. Inspectors of Election. In advance of any meeting of stockholders,
the Board of Directors may appoint one or more persons (who shall not be
candidates for office) as inspectors of election to act at the meeting. If
inspectors are not so appointed, or if an appointed inspector fails to appear at
or fails or refuses to act at a meeting, the Chairman of any meeting of
stockholders may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting. In the event of any dispute
between or among

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the inspectors, the determination of the majority of the inspectors shall be
binding.

SECTION 12. Organization. At each meeting of stockholders the Chairman of the
Board of Directors, if one shall have been elected (or in his absence, or if one
shall not have been elected, the President), shall act as Chairman of the
meeting. The Secretary (or in his absence or inability to act, the person whom
the Chairman of the meeting shall appoint secretary of the meeting) shall act as
secretary of the meeting and keep the minutes thereof.

SECTION 13. Order of Business. The order and manner of transacting business at
all meetings of the stockholders shall be determined by the Chairman of the
meeting.

                                   ARTICLE III

                                    DIRECTORS

SECTION 1. Powers. Except as otherwise required by law or provided by the
Articles of Incorporation, the business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors.

SECTION 2. Number and Election of Directors. The Board of directors shall
consist of six (6) members. Directors shall be elected at each annual meeting of
stockholders and each director so elected shall hold office until his successor
is duly elected and qualified, or until his earlier death, resignation or
removal. Any director may resign at an time effective upon giving written notice
to the Board of Directors, unless the notice specifies a later time for such
resignation to become effective. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. If
the resignation of a director is effective at a future time, the Board of
Directors may elect a successor prior to such effective time to take office when
such resignation becomes effective. Directors need not be stockholders.

SECTION 3. Vacancies. Vacancies in the Board of Directors may be filled by
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
by the vote or written consent of the stockholders may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of a
majority of the outstanding shares entitled to vote. Each director so elected
shall hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in the
event of the death, resignation, or removal of any director, of if the
authorized number of directors is increased, of if the stockholders fail, at any
meeting of stockholders at which any director or directors are elected, to elect
the number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

SECTION 4. Time and Place of Meetings. The Board of Directors shall hold its
meetings at such place, either within or without the State of Nevada, and a such
time as may be determined from time to time by the Board of Directors.

SECTION 5. Annual Meeting. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of

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stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such place, either within or without the State of Nevada, on such
date and at such time as shall be specified in a notice thereof given as
hereinafter provided for in Section 7 of this Article III or in a waiver of
notice thereof.

SECTION 6. Notice of Meetings. Meetings of the Board of Directors may be called
by the Chairman of the Board, the President, any Vice President, the Secretary
or any two directors. Notice of the date, time and place of meetings shall be
delivered personally or by telephone to each director or sent by first-class
mail or telegram, charges prepaid, or by facsimile transmission, addressed to
each director at the director's address, or in the case of a notice by facsimile
transmission, to the director's facsimile transmission telephone number, as it
is shown on the records of the Corporation. In case the notice is mailed, it
shall be deposited in the United States mail at least five days before the time
of the holding of the meeting. In case the notice is delivered personally or by
telephone or telegram, it shall be delivered personally or by telephone or to
the telegraph company, or if the notice is given by facsimile transmission, it
shall be transmitted, at least 48 hours before the time of the holding of the
meeting. The notice need not specify the purpose of the meeting.

SECTION 7. Quorum; Vote Required for Action; Adjournment. Except as otherwise
required by law, or provided in the Articles of Incorporation or these Bylaws, a
majority of the directors shall constitute a quorum for the transaction of
business at all meetings of the Board of Directors and the affirmative vote of
not less than a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors. 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. A meeting at which
a quorum is initially present may continue to transact business, notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum to conduct that meeting. When a meeting is
adjourned to another time or place (whether or not a quorum is present), notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Board of Directors may transact any business which might have been
transacted at the original meeting.

SECTION 8. Action by Written Consent. Unless otherwise restricted by the
Articles of Incorporation, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee, as the case may be, may
be taken by consent of the members thereof in writing, which writing or writings
shall be filed with the minutes of proceedings of the Board of Directors or
committee.

SECTION 9. Telephone Meetings. Unless otherwise restricted by the Articles of
Incorporation, members of the Board of Directors of the Corporation, or any
committee designated by the Board of Directors may participate in a meeting of
the Board of Directors or such committee, as the case may be, by conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this Section 10 shall constitute presence in person at such meeting.

SECTION 10. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the event of absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of directors of an
alternate member to replace the absent or disqualified member, the committee
member or members present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of the
absent or disqualified member. Any committee, to the extent allowed by law and
as provided in the resolution establishing such committee shall have and may
exercise all the power and authority of the Board of Directors in the management
of the business and affairs of the Corporation. Each committee shall report to
the Board of Directors when required.

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SECTION 11. Compensation. The directors may be paid such compensation for their
services as the Board of Directors shall from time to time determine.

SECTION 12. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or the committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if: (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

SECTION 1. Officers. The officers of the Corporation shall be a President, a
Secretary, and a Treasurer. The Corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, a Vice Chairman of the Board, a
Chief Executive Officer, one or more Vice Presidents, and one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article IV.

SECTION 2. Appointment of Officers. The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article IV, shall be appointed by the Board of Directors, and
each shall serve at the pleasure of the Board, subject to the rights, if any, of
an officer under any contract of employment.

(a) Any officer appointed by the Board of Directors may be removed from office
at any time by the Board of Directors, with or without cause or prior notice.
Any officer not appointed by the Board of Directors may be removed from office
at any time by the officer by whom appointed or by the Board of Directors with
or without cause or prior notice.

(b) When authorized by the Board of Directors, any officer may be appointed for
a specified term under a contract of employment Notwithstanding that such
officer is appointed for a specified term under the contract of employment, any
such officer may be removed from office at any time pursuant to paragraph (a)
above and shall have no claim against the Corporation on account of such removal
other than for such monetary compensation as the officer may be entitled to
under the terms of the contract of employment

SECTION 3. Additional Officers. The Board of Directors may appoint, and may
empower the President or any committee to appoint, such additional officers of
the Corporation (including but not limited to a chairman of any such committee)
as the business of the Corporation may require, each of whom shall hold office
for such period of time, and have such authority and perform such duties, as are
provided in the Bylaws or as the Board of Directors or the officer or committee
appointing such officer may from time to time determine.

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SECTION 4. Removal and Resignation of Officers. Subject to the rights, if any,
of an officer under any contract, any officer may be removed without cause, by
the Board of Directors, at any regular or special meeting of the Board, or, in
case of an officer not chosen by the Board, by either the Board or the officer
or committee who appointed him.

Any officer may resign at any time by giving written notice to the Corporation.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and, unless otherwise specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.

SECTION 5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to that office.

SECTION 6. Chairman of the Board. The Chairman of the Board, if such an officer
is elected, shall, if present, preside at meetings of the stockholders and of
the Board of Directors. He shall, in addition, perform such other functions (if
any) as may be prescribed by the Bylaws and Board of Directors.

SECTION 7. Vice Chairman of the Board. The Vice Chairman of the Board, if such
an officer is elected shall, in the absence or disability of the Chairman of the
Board, perform all duties of the Chairman of the Board and when so acting shall
have all of the powers of and be subject to all of the restrictions upon the
Chairman of the Board. The Vice Chairman of the Board shall have such other
powers and duties as may be prescribed by the Board of Directors or the Bylaws.

SECTION 8. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation. He shall exercise the duties usually vested in the chief
executive officer of a corporation and perform such other powers and duties as
may be assigned to him from time to time by the Board of Directors or prescribed
by the Bylaws. In the absence of the Chairman of the Board and any Vice Chairman
of the Board, the Chief Executive Officer shall preside at all meetings of the
stockholders and of the Board of Directors.

SECTION 9. President. The President of the Corporation shall, subject to the
control of the Board of Directors and the Chief Executive Officer of the
Corporation, if there be such an officer, have general powers and duties of
management usually vested in the office of president of a corporation and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the Bylaws or the Chief Executive Officer of the Corporation. In the absence
of the Chairman of the Board, Vice Chairman of the Board and Chief Executive
Officer, the President shall preside at all meetings of the Board of Directors
and stockholders.

SECTION 10. Vice President. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws, and the President, or the Chairman of the
Board.

SECTION 11. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of Directors, committees
of Directors, and stockholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given the names
of those present at Directors' meetings or committee meetings the number of
shares present or represented at stockholders' meetings, and a summary of the
proceedings.

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

The Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required by the Bylaws or by law to
be given, and he shall keep or cause to be kept the seal of the Corporation if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

SECTION 12. Treasurer. The Treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any Directors.

The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by the
Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, shall render to the President and Directors,
whenever they request it, an account of all of his transactions as Treasurer and
of the financial condition of the Corporation, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
the Bylaws. Unless otherwise directed by the Board of Directors, the Treasurer
shall be the Chief Financial Officer of the Corporation.

                                    ARTICLE V

                                      STOCK

SECTION 1. Form of Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed, in the name of the Corporation (i) by
the Chairman of the Board of Directors, the President or a Vice President and
(ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation.

SECTION 2. Signatures. Any, or all, of the signatures on the certificate may be
a facsimile. 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 were
such officer, transfer agent or registrar at the date of issue.

SECTION 3. Lost Certificates. The Corporation may issue a new certificate to be
issued in place of any certificate 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 to be lost, stolen or
destroyed. The Corporation may, in its discretion and as a condition precedent
to the issuance of such new certificate, require the owner of such lost, stolen,
or destroyed certificate, or his legal representative, to give the Corporation a
bond (or other security) sufficient to indemnify it against any claim that may
be made against the Corporation (including any expense or liability) on account
of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

SECTION 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws or in any agreement with the
stockholder making the transfer. Transfers of stock shall be made on the books
of the Corporation only by the person named in the certificate or by his
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new

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certificate shall be issued.

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

                                   ARTICLE VI

                             LIMITATION OF LIABILITY

     No person shall be liable to the Corporation for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as a
director or officer of the Corporation if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal matter, had no reasonable cause to
believe that his conduct was unlawful.

                                   ARTICLE VII

                                 INDEMNIFICATION

SECTION 1. Action Other Than by or in the Right of the Corporation. Subject to
Section 3 of this Article VII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, and whether external or internal to the Corporation (other
than a judicial action or suit brought by or in the right of the Corporation),
by reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise (all such persons being referred to hereafter as an "Agent"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

SECTION 2. Action by or in the Right of the Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed judicial action or suit brought by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was an Agent (as defined in Section 1) against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

SECTION 3. Determination of Right of Indemnification. Any indemnification under
Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation
unless a determination is reasonably and promptly made (i) by the Board by a
majority vote of a quorum consisting of directors who are or were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable, if

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a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders, that such person acted in bad
faith and in a manner that such person did not believe to be in or not opposed
to the best interests of the Corporation, or, with respect to any criminal
proceeding, that such person believed or had reasonable cause to believe that
his conduct was unlawful.

SECTION 4. Indemnification Against Expenses of Successful Party. Notwithstanding
the other provisions of this Article, to the extent that an Agent has been
successful on the merits or otherwise, including the dismissal of an action
without prejudice or the settlement of an action without admission of liability,
in defense of any proceeding or in defense of any claim, issue or matter
therein, such Agent shall be indemnified against all expenses incurred in
connection therewith.

SECTION 5. Advances of Expenses. Except as limited by Section 6 of this Article
VII, expenses incurred in defending or investigating any action, suit,
proceeding or investigation shall be paid by the Corporation in advance of the
final disposition of such matter, if the Agent shall undertake to repay such
amount in the event that it is ultimately determined, as provided herein, that
such person is not entitled to indemnification. However, no advance shall be
made by the Corporation if a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested
directors, or (if such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs) by independent legal counsel in a
written opinion, that, based upon the facts known to the Board or counsel at the
time such determination is made, such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best interest of
the Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the Board or independent
legal counsel reasonably determines that such person deliberately breached his
duty to the Corporation or its stockholders.

SECTION 6. Right of Agent to Indemnification Upon Application; Procedure Upon
Application. Any indemnification under Sections 2, 3, and 4, or advance under
Section 5 of this Article VII, shall be made promptly and in any event within 45
days, upon the written request of the Agent, unless with respect to applications
under Sections 2, 3, or 5, a determination is reasonably and promptly made by
the Board of Directors by a majority vote of a quorum of disinterested directors
that such Agent acted in a manner set forth in such Sections as to justify the
Corporation's not indemnifying or making an advance to the Agent. In the event
no quorum of disinterested directors is obtainable, the Board of Directors shall
promptly direct that independent legal counsel shall decide whether the Agent
acted in the manner set forth in such Sections as to justify the Corporation's
not indemnifying or making an advance to the Agent. The right to indemnification
or advances as granted by this Article VII shall be enforceable by the Agent in
any court of competent jurisdiction if the Board or independent legal counsel
denies the claim, in whole or in part, or if no disposition of such claim is
made within 45 days. The Agent's expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such proceeding shall also be indemnified by the Corporation.

SECTION 7. Other Rights and Remedies. The indemnification provided by this
Article VII shall not be deemed exclusive of any other rights to which an Agent
seeking indemnification may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors, court order or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, since it is the policy of the Corporation that
indemnification of Agents shall be made to the fullest extent permitted by law.
The indemnification provided by this Article shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs, executors
and administrators of such a person. All rights to indemnification under this
Article shall be deemed to be provided by a contract between the Corporation and
the Agent who serves in such capacity at any time while these Bylaws and other
relevant provisions of the Nevada Revised Statutes and other applicable law, if
any, are in effect. Any repeal or modification thereof shall not affect any
rights or obligations then existing.

SECTION 8. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was an Agent against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him

<PAGE>

against such liability under the provisions of this Article.

SECTION 9. Indemnity Fund. Upon resolution passed by the Board, the Corporation
may establish a trust or other designated account, grant a security interest or
use other means (including, without limitation, a letter of credit), to ensure
the payment of certain of its obligations arising under this Article and/or
agreements which may be entered into between the Company and its officers and
directors from time to time.

SECTION 10. Constituent Corporations. For the purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would had he served the resulting or surviving corporation in the same capacity.

SECTION 11. Other Enterprises, Fines, and Serving at Corporation's Request. For
purposes of this Article, references to "other enterprise" in Sections 1 and 10
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which imposes duties on, or
involves services by such director or officer with respect to any employee
benefit plan, its participants, or beneficiaries, and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

SECTION 12. Indemnification of Other Persons. The provisions of this Article VII
shall not be deemed to preclude the indemnification of any person who is not an
Agent (as defined in Section 1), but whom the Corporation has the power or
obligation to indemnify under the provisions of the Nevada Revised Statutes or
otherwise. The Corporation may, in its sole discretion, indemnify an employee,
trustee or other agent as permitted by the Nevada Revised Statutes. The
Corporation shall indemnify an employee, trustee or other agent where required
by law.

SECTION 13. Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

                                   ARTICLE VI

                                     RECORDS

SECTION 1. Maintenance and Inspection of Share Register. The Corporation shall
keep at its principal executive office, at the office of its transfer agent or
registrar, if either be appointed and as determined by resolution of the Board
of Directors, a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of shares held by each stockholder.

A stockholder or stockholders of the Corporation holding at least 5% in the
aggregate of the outstanding voting shares of the Corporation or who hold at
least 1% of such voting shares and have filed a Schedule 14B with the United
States Securities and Exchange Commission relating to the election of directors
of the Corporation

<PAGE>

may (i) inspect and copy the records of stockholders' names and addresses and
stockholdings during usual business hours on five days prior written demand on
the Corporation, or (ii) obtain from the transfer agent of the Corporation, on
written demand and on the tender of such transfer agent's usual charge for such
list, a list of the stockholders' names and addresses, who are entitled to vote
for the election of directors and their stockholdings, as of the most recent
record date for which that list has been compiled or as of a date specified by
the stockholder after the date of demand. This list shall be made available to
any such stockholder by the transfer agent on or before the later of five days
after the demand is received or the date specified in the demand as the date as
of which the list is to be compiled. The record of stockholders shall also be
open to inspection on the written demand of any stockholder or holder of a
voting trust certificate, at any time during usual business hours, for a purpose
reasonably related to the holder's interests as a stockholder or as the holder
of a voting trust certificate. Any inspection and copying under this Section 1
may be made in person or by an agent or attorney of the stockholder or holder of
a voting trust certificate making the demand.

SECTION 2. Maintenance and Inspection of Bylaws. The Corporation shall keep at
its principal executive office, the original or a copy of these Bylaws, as
amended, to date, which shall be open to inspection by the stockholders at all
reasonable times during office hours.

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 1. Dividends. Subject to limitations contained in the Nevada Revised
Statutes and the Articles of Incorporation, the Board of Directors may declare
and pay dividends upon the shares of capital stock of the Corporation, which
dividends may be paid either in cash, securities of the Corporation or other
property.

SECTION 2. Disbursements. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

SECTION 4. Corporate Seal. The Corporation shall have a corporate seal in such
form as shall be prescribed by the Board of Directors.

SECTION 5. Record Date. 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 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 60 days nor less than ten days before the
date of such meeting, nor more than 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. Stockholders on the record date are entitled to notice and to vote or
to receive the dividend, distribution or allotment of rights or to exercise the
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date, except as otherwise provided by
agreement or by applicable law.

SECTION 6. Voting of Stock Owned by the Corporation. Board of Directors may
authorize any person, on behalf of Corporation, to attend, vote and grant
proxies to be used at any meeting of stockholders of any corporation (except
this Corporation) in which the Corporation may hold stock.

<PAGE>

SECTION 7. Construction and Definitions. Unless the context requires otherwise,
the general provisions, rules of construction and definitions in the Nevada
Revised Statutes shall govern the construction of these Bylaws.

SECTION 8. Amendments. Subject to the Nevada Revised Statutes, the Articles of
Incorporation and these Bylaws, the Board of Directors may by majority vote of
those present at any meeting at which a quorum is present amend or repeal these
Bylaws, or enact other Bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation. Unless otherwise
restricted by the Articles of Incorporation, these bylaws may be altered,
amended or repealed at any annual meeting of the stockholders (or at any special
meeting thereof duly called for that purpose) by a majority of the combined
voting power of the then outstanding shares of Capital Stock of all classes and
series of the Corporation entitled to vote generally in the election of
directors, voting as a single class, provided that, in the notice of any such
special meeting, notice of such purpose shall be given.