AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       WILLARD PEASE OIL AND GAS COMPANY

                                    OFFICES

     Section 1. Principal Office. The principal office of the corporation In the
state of Nevada  shall be located at Reno,  Nevada or at such other  location as
shall be designated by the Board of Directors from time to time. The corporation
may have such other  offices,  either within or without the state of Nevada,  as
the Board of Directors may designate or as the business of the  corporation  may
require from time to time.

                                  STOCKHOLDERS

     Section 2. Annual  Meetings.  Unless  otherwise  directed  and fixed by the
Board of Directors,  the annual meeting of the stockholders shall be held during
the  second  fiscal  quarter  of each  year at such  time and place as the Chief
Executive Officer,  President,  Vice President or Secretary shall designate, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the Chief Executive Officer,  President or by the Board of Directors,  and shall
be  called by the  President  at the  request  of the  holders  of not less than
one-third of all of the outstanding  shares of the corporation  entitled to vote
at the meeting.

     Section 4. Place of  Meeting.  The Board of  Directors  may  designate  any
place, either within or without the state of Nevada, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
If no  designation  is made, or if a special  meeting be otherwise  called,  the
place of meeting shall be the principal  executive  office of the corporation in
the state of Colorado.

     Section  5.  Notice of  Meeting.  Whenever  stockholders  are  required  or
permitted to take any action at a meeting,  written notice of the meeting signed
by  the  President,  or a  Vice  President,  or the  Secretary  or an  Assistant
Secretary,  shall be given  stating the place,  day and hour of the meeting and,
the purpose or purposes  for which the  meeting is called.  The notice  shall be
delivered  not fewer than ten (10) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chief Executive Officer President, Vice President or the Secretary to each

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<PAGE>

stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed given as to any  stockholder  of record,  when  deposited in the
United States mail, addressed to the stockholder at his address as it appears on
the records of the corporation, with postage thereon prepaid.

     When a meeting  is  adjourned  to  another  time or place,  it shall not be
necessary to give any notice of the  adjourned  meeting if the time and place to
which the  meeting  is  adjourned  are  announced  at the  meeting  at which the
adjournment is taken and at the adjourned meeting any business may be transacted
that might have been  transacted on the original date of the meeting,  except as
otherwise provided by the General Corporation Law of Nevada.

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

     Section 6. Fixing Date for  Determination  of  Stockholders  of Record.  In
order to  determine  the  stockholders  entitled  to notice of or to vote at any
meeting of  stockholders or any  adjournment  thereof,  or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of  Directors  may fix a
record  date,  which  shall not be more than sixty (60) days  before the date of
such  meeting,  nor more than sixty (60) days prior to any other  action.  If no
record  date is fixed by the  Board  of  Directors,  the  record  date  shall be
determined in accordance  with the provision of the General  Corporation  Law of
Nevada.

     Section 7. List of  Stockholders  The  officer  who has charge of the stock
ledger of the corporation  shall prepare and make, at least ten (10) days before
every meeting of the stockholders,  a complete list of the stockholders entitled
to vote at the meeting,  arranged in alphabetical order, and showing the address
of each  stockholder  and the  number of shares  registered  in the name of each
stockholder.  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  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 said meeting
is to be held,  and the list shall 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 may be present.

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     Section 8.  Stockholder's  Right of  Inspection.  Any person who has been a
stockholder  of record of the  corporation  for at least six months  immediately
preceding his demand, or any person holding,  thereunto authorized in writing by
the holders of, at least five percent of all of its outstanding  shares, upon at
least five days' written demand, shall have the right to inspect in person or by
agent or attorney,  during usual business  hours,  the stock ledger or duplicate
stock ledger, whether kept in the registered office of the corporation in Nevada
or elsewhere,  and to make extracts  therefrom.  However,  any inspection may be
denied to any  stockholder  or other  person  upon his refusal to furnish to the
corporation an affidavit that such inspection is not desired for a purpose which
is in the  interest  of a  business  or object  other than the  business  of the
corporation and that he has not at any time sold or offered for sale any list of
stockholders  of any  domestic  or foreign  corporation  or aided or abetted any
person in procuring any such record of  stockholders  for any such  purpose.  In
every  instance  where an  attorney or other agent shall be the person who seeks
the right of  inspection,  the demand under oath shall be accompanied by a power
of attorney signed by the stockholder which authorizes the attorney or the agent
to inspect on behalf of the stockholder. The demand under oath shall be directed
to the  corporation at its  registered  office in this state or at Its principal
place of business. The corporation may impose a reasonable charge to recover the
costs of labor and materials and the cost of copies of any documents provided to
the stockholder.

     Section 9. quorum. A majority of the outstanding  shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of  stockholders.  If a quorum is present,  the act of stockholders
who hold a majority of the voting  power and are present at a meeting at which a
quorum is present and entitled to vote on the subject matter (including, but not
limited to, the adoption of an incentive  stock option plan) shall be the act of
the stockholders, unless the vote of a greater proportion or number or voting by
classes is required by the General  Corporation Law of Nevada or the Articles of
Incorpo  ration.  If  less  than  a  majority  of  the  outstanding  shares  are
represented at a meeting,  a majority of the shares so  represented  may adjourn
the meeting from time to time without further notice.  At such adjourned meeting
at  which a  quorum  shall  be  present  or  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.


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<PAGE>


     Section 10. Method of Voting. The vote upon any question before the meeting
need not be by ballot. When a quorum is present at any meeting,  the Vote of the
holders of a majority  of the stock  having  Voting  Power  present in person or
represented  by Proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express Provision of the statutes or of
the Articles of  Incorporation  a different  Vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 11. Voting Rights of Stockholders and Proxies.  Each stockholder of
record entitled to vote in accordance with the laws of the state of Nevada,  the
Articles  of  Incorporation  or these  Bylaws,  shall at  every  meeting  of the
stockholders  be entitled  to one vote in person or by proxy for each share,  or
fraction thereof, of stock entitled to Vote standing in his name on the books of
the corporation,  but no proxy shall be voted on after six months from Its date,
unless the proxy provides for a longer period.

     Section 12.  Ownership of its Own Stock.  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.  Nothing in this section shall be construed as
limiting the right of the  corporation to vote any shares of stock held by It in
a fiduciary capacity.

     Section 13. Voting by Fiduciaries and Pledgors.  Persons holding stock in a
fiduciary  capacity  shall be entitled  to vote the shares so held,  and persons
whose stock is pledged shall be entitled to vote,  unless in the transfer by the
pledgor on the books of the  corporation he has expressly  empowered the pledgee
to vote  thereon,  in which case only the pledgee,  or his proxy,  may represent
said stock and vote thereon.

     Section 14. No Cumulative  Voting.  There shall be no cumulative  voting of
shares.

     Section 15. Informal  Action by Stockholders  and Ratifica tion. Any action
required to be taken at a meeting of the stockholders, or any other action which
may be taken at a meeting of the stockholders, may be taken without a meeting if
a consent in  writing,  setting  forth the  action so taken,  shall be signed by
stockholders  in the manner  provided for under the General  Corporation  Law of
Nevada.  If any meeting is irregular due to a lack of notice or written consent,
provided a quorum was present,  the  proceedings  of the meeting may be ratified
and approved  and rendered  valid and such  irregularity  or defect  waived by a
writing signed by all Stockholders having the right to vote at such meeting.

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<PAGE>



                               BOARD OF DIRECTORS

     Section 16.  General  Powers.  The business and affairs of the  corporation
shall be managed by its Board of Directors,  except as otherwise may be provided
in the  Articles.  One member of the Board of Directors  may be appointed by the
directors to the  position of Chairman of the Board.  If the position is filled,
the Chairman of the Board,  when  present,  shall preside at all meetings of the
stockholders and of the Board of Directors and shall perform all duties incident
to the  office  of  Chairman  of the  Board  and  such  other  duties  as may be
prescribed by the Board of Directors  from time to time. The Board of Directors,
by  resolution  adopted  by a  majority  of the  full  Board of  Directors,  may
designate  from  among  its  members  an  executive  committee,  a  compensation
committee  and/or one or more  other  committees,  each of which  shall have the
authority  provided for in such  resolution  subject to the  limitations on such
authority provided in the General Corporation Law of Nevada.

     Section 17. Number.  Tenure and  Qualification.  The number of directors of
the corporation shall be set by resolution  adopted by the Board of Directors of
the  corporation,  but in no event shall there be less than three (3) directors.
The Board of Directors  shall be divided into three  classes,  Class A, Class B,
and Class C, each class to be as nearly  equal in number as  possible,  with the
initial  term of office of  directors  of Class A to expire at the first  Annual
Meeting of Stockholders  following  their election,  the initial term of Class B
directors to expire at the second Annual Meeting of Stockholders following their
election,  and the  initial  term of Class C  directors  to  expire at the third
Annual Meeting of Stockholders following their election. After the expiration of
the initial term of each class of directors,  each subsequent term will be three
(3) years,  with the result that each year the stockholders will elect one class
of  directors,  provided,  however,  that at least  one-fourth  in number of the
directors  must be elected  annually.  Each director shall hold office until his
successor shall have been elected and qualified. Directors need not be residents
of Nevada or stockholders of the corporation.

     Section 18. Regular  Meetings.  A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as, the annual  meeting of  stockholders.  The Board of Directors may
provide, by resolution, the time and place, either within or without Nevada, for
the  holding of  additional  regular  meetings  without  other  notice than such
resolution.


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<PAGE>



     Section 19. Special  Meetings.  Special  meetings of the Board of Directors
may be  called by or at the  request  of the  Chairman  of the  Board,  or, if a
Chairman of the Board has not been elected, by the President,  or, by a majority
of the directors.  The person or persons  authorized to call special meetings of
the Board of Directors may fix any Place,  either Within or without the state of
Nevada,  as the Place for holding any special  meeting of the Board of Directors
called by them.

     Section 20. Notice.  Notice of any special  meeting shall be given at least
two days previous  thereto by written notice  delivered  Personally or mailed to
each director at his business address, by telegram,  or by electronic  facsimile
transmission.  If  mailed,  such  notice  shall be deemed to be  delivered  when
deposited in the United States Mail so addressed,  with Postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the  telegram is  delivered  to the  telegraph  company.  Any director may waive
notice of any meeting.  The attendance of a director at a meeting  constitutes a
waiver of notice of such meeting,  except in cases in which a director attends a
meeting for the express purposes of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

     Section 21. Quorum.  A majority of the number of directors fixed by Section
17 shall  constitute a quorum for the  transaction of business at any meeting of
the Board of Directors,  but if less than such majority is present at a meeting,
a majority of the  directors  present may adjourn the meeting  from time to time
without further notice.

     Section 22.  Manner of Acting.  Unless a greater  number of  directors  are
required under these Bylaws or the corporation's Articles of Incorporation,  the
act of the majority of the  directors  present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     Section 23.  Vacancies  and Newly  Created  Directorships.  All  vacancies,
including those caused by an increase in the number of directors,  may be filled
by a majority of the  remaining  directors,  though less than a quorum,  and the
directors so chosen shall hold office  until their  successors  shall be elected
and qualified,  or until their earlier resignation or removal.  When one or more
directors shall give notice of his or their resignation to the Board,  effective
at a future date, the Board shall have power to fill such vacancy or vacancies


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<PAGE>

to take effect when such  resignation or  resignations  shall become  effective,
each  director so appointed to hold office  during the  remainder of the term of
office of the resigning director or directors.

     Section 24.  Compensation.  By resolution  of the Board of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the Board of Directors,  may be paid a fixed sum for  attendance at each meeting
of the Board of Directors or a stated  salary as director;  and may be paid such
other  compensation  for  serving as a  director  of the  corporation  as may be
determined  by the  Board of  Directors.  No such  payment  shall  preclude  any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

     Section 25.  Presumption of Assent.  A director of the  corporation  who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

     Section 26. Informal  Action by Directors.  Any action required to be taken
at a meeting of the Board of  Directors,  or any other action which may be taken
at a meeting of the Board of Directors or any committees  thereof,  may be taken
without a meeting if, before or after the action, a consent in writing,  setting
forth the action so taken, shall be signed by all of the members of the Board or
of the committee.  Directors or members of any committee designated by the Board
of  Directors  may  participate  in a meeting of the Board of  Directors or such
committee by means of a telephone  conference or similar method of communication
by which all  persons  participating  in the  meeting can hear each other at the
same  time.  Such  participation  shall  constitute  presence  in  person at the
meeting. Each director  participating in any such meeting shall sign the minutes
thereof which may be signed in counterparts.

     Section 27. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees,  each committee
to include at least one director.  The Board may appoint natural persons who are
not directors to serve on committees  and may designate one or more directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of a committee,  the member or members thereof present at any meeting and
not  disqualified  from  voting,  whether  or not he, she or they  constitute  a
quorum, may unanimously appoint another member of the Board of Directors to act



                                     - 7 -

<PAGE>


at the meeting in the place of any such absent or disqualified  member. Any such
committee,  to the extent  provided in the resolution of the Board of Directors,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority  in  reference  to amending  the  Articles of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's  property  and  assets,  recommending  to  the  stock-  holders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
Bylaws  of the  corporation;  and  unless  the  resolution  or the  Articles  of
Incorporation  expressly so provide,  no such committee  shall have the power or
authority  to declare a dividend or to  authorize  the  issuance of stock.  Such
committee or committees  shall have such name or names as may be determined from
time to time by  resolution  adopted by the Board of Directors.  Each  committee
shall keep  regular  minutes of its meetings and report the same to the Board of
Directors when required.

                                    OFFICERS

     Section 28.  Number and Age  Requirement.  The officers of the  corporation
shall be a Chief Executive  Officer,  president,  a secretary,  and a Treasurer,
each of whom  shall be  elected  by the  Board of  Directors.  One or more  Vice
presidents,  a Chairman of the Board, a Chief Financial Officer,  and such other
officers and  assistant  officers as may be deemed  necessary  may be elected or
appointed by the Board of Directors.  Any two or more offices may be held by the
same  person,  except  the same  person  shall  not be both  president  and Vice
president, or president and secretary.  The officers of the corporation shall be
natural persons of the age of eighteen years or older.

     Section 29. Election and Term of Office. Unless an officer has been elected
or appointed for a longer term, the officers of the corporation to be elected by
the Board of  Directors  shall be elected  annually by the Board of Directors at
the first  meeting of the Board of Directors  held after each annual  meeting of
the  stockholders.  If the  election  of  officers  shall  riot  be held at such
meeting,  such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor  shall have been duly elected
arid shall have  qualified  or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Election or appoint- merit
of a person as an officer  of the  corporation  shall not  create  any  contract
rights. Such rights may only be created by a binding written contract.

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<PAGE>


     Section 30. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by a majority of the Board of Directors  whenever in
their judgment the best interests of the  corporation  would be served  thereby,
but such removal shall be without  prejudice to the contractual  rights, if any,
of the person so removed.

     Section  31.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal,  disqualification or otherwise, may be filed by the Board
of Directors for the unexpired portion of the term.

     Section 32. Chief Executive  Officer.  The Chief  Executive  Officer of the
Board  of  Directors,   if  elected,  shall  preside  at  all  meetings  of  the
stockholders  arid the Board of Directors and shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the Bylaws.

     Section 33.  President.  The President shall be the Chief Executive Officer
of the  corporation  and  shall  in  general  supervise  arid  control  all  the
day-to-day business and affairs of the corporation. He shall preside at meetings
of the  stockholders.  He may sign,  with the  Treasurer,  Assistant  Treasurer,
Secretary,  Assistant Secretary,  or any other proper officer of the corporation
thereunto  authorized  by  the  Board  of  Directors,  including  the  Chairman,
certificates  for  shares  of the  corporation,  any  deeds,  mortgages,  bonds,
contracts or other instruments which the Board of Directors has authorized to be
executed,  except in cases in which the signing and  execution  thereof shall be
expressly  delegated  by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed;  and in general shall perform all duties as may from time to
time be prescribed by the Chairman or the Board of Directors.

     Section 34. The Vice presidents.  In the absence of the president or in the
event of his death,  inability or refusal to act, the Vice  president (or in the
event there be more than one Vice  President,  the Vice  presidents in the order
designated at the time of their election,  or in the absence of any designation,
then in the  order of their  election),  if  there  be a Vice  president,  shall
perform  the duties of the  President,  arid when so acting,  shall have all the
powers of and be subject to all the  restrictions  upon the president.  Any Vice
president so authorized  by the Board of Directors may sign,  with the Secretary
or an  Assistant  secretary,  certificates  for  shares  of the  corporation  or
contracts on behalf of the  corporation;  and shall perform such other duties as
from time to time may be  assigned  to him by the  president  or by the Board of
Directors.



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     Section 35. The Secretary The Secretary  shall: (A) keep the minutes of the
stockholders  and of the  Board  of  Directors  meetings  in one or  more  books
provided for that purpose; (B) see that all notices duly are given in accordance
with the  provisions  of these Bylaws or as required by law; (C) be custodian of
the corporate  records arid of the seal of the corporation and see that the seal
of the  corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal duly is authorized; (D) keep a register of the
post  office  address  of each  stockholder  which  shall  be  furnished  to the
Secretary by such stockholder; (E) sign with the President, or a Vice President,
certificates  for shares of the  corporation,  the  issuance of which shall have
been authorized by resolution of the Board of Directors; (F) have general charge
of the stock transfer books of the  corporation;  and (G) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

     Section 36. The Treasurer. The Treasurer shall: (A) have charge and custody
of arid be responsible for all funds arid securities of the corporation; receive
and give receipts for moneys due and payable to the corporation  from any source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other  depositories as shall be selected;  and (B) in
general  perform all of the duties  incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the  President or by
the Board of Directors.

     Section 37. Assistant Secretaries and Assistant  Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a Vice President  certificates  for shares of the  corporation  the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries arid Assistant Treasurers,  in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

     Section 38. Salaries. The salaries of the officers shall be fixed from time
to time 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.



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             CONTRACTS, LOANS. CHECKS. DEPOSITS AND INDEMNIFICATION

     Section 39. Contracts.  The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

     Section  40.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

     Section 41. Checks, Drafts. Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, 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.  Such authority may be general or confined
to specific instances.

     Section 42. Deposits.  All funds of the corporation not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositories  as the Board of  Directors  may
select.

     Section 43. Indemnification.  The corporation shall provide indemnification
of officers,  directors and employees to the fullest extent  permitted under the
Nevada  General  Corporation  Law, as such statute may be in effect from time to
time.

                                 MISCELLANEOUS

     Section 44. Rules of Order.  At any meeting of stockholders or directors of
the corporation at which a question of procedure  arises,  the persons presiding
at the  meeting  may rely  upon  Roberts  Rules of  Order  to  resolve  any such
question.

     Section 45. Certificates for Shares. The shares of the corporation shall be
represented  by  certificates,  provided  that  the  Board of  Directors  of the
corporation may provide by resolution or resolutions  that some or all of any or
all classes or securities of its stock shall be uncertificated  shares. Any such
resolutions  shall not apply to shares  represented by a certificate  until such
certificate is surrendered to the corporation.  Notwithstanding  the adoption of
such a resolution by the Board of Directors,  every holder of stock  represented
by certificates and upon request, every holder of uncertificated shares shall be
entitled to have a certificate  signed by, or in the name of the  corporation by
the Chairman or Vice Chairman of the Board of Directors, or the president or


                                     - 11 -

<PAGE>


vice President and by the Treasurer or an Assistant Treasurer,  or the Secretary
or an Assistant  secretary of the corporation  representing the number of shares
registered in certificate  form. 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.
All  certificates  for  shares  shall be  consecutively  numbered  or  otherwise
identified.  The name and  address of the person to whom the shares  represented
thereby  are  issued,  with the  number  of shares  and date of issue,  shall be
entered  on the  stock  transfer  books  of the  corporation.  All  certificates
surrendered  to the  corporation  for  transfer  shall be  cancelled  and no new
certificate  shall be issued until the former  certificate  for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated  certificate  a new one may be issued  therefor upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.

     Section 46. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock  transfer  books of the  corporation  by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer,  or by his attorney  thereunto  authorized by power of
attorney duly executed and filed with the secretary of the  corporation,  and on
surrender for  cancellation of the  certificate  for such shares.  The person in
whose name shares stand on the books of the  corporation  shall be deemed by the
corporation to be the owner thereof for all purposes.

     Section  47.  Dividends.  The  Board of  Directors  may  from  time to time
declare, and the corporation may pay, dividends in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

     Section 48. Seal.  The Board of Directors  shall  provide a corporate  seal
which shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, Corporate Seal.

     Section 49.  Waiver of Notice.  Whenever any notice is required to be given
to any stockholder or director of the corporation  under the provisions of these
Bylaws or under the  provisions  of the Articles of  Incorporation  or under the
provisions  of the  General  Corporation  Law of  Nevada,  a waiver  thereof  in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated  therein,  shall be deemed  equivalent to the giving of
such notice.

                                     - 12 -

<PAGE>


     Section  50.  Amendments.  These  Bylaws and any  amendment  thereof may be
altered,  amended or  repealed,  or new Bylaws may be  adopted,  by the Board of
Directors  at any  regular  or  special  meeting  by the  affirmative  vote of a
majority of all the members of the Board.

     KNOW ALL MEN BY THESE PRESENTS,  that I, the  undersigned  Secretary of the
corporation, do hereby certify that the above and foregoing Amended and Restated
Bylaws were duly adopted as the Bylaws of said corporation at the meeting of the
directors thereof held by consent on May 11, 1993.



May 11, 1993                                /s/ Lily Roeland
-----------------                           ------------------------------------
Date                                        Lily Roeland, Secretary