Exhibit 4.2       Restated Bylaws
                  Section 1 regarding voting of shares.


                                    ARTICLE I
                        SHAREHOLDERS: MEETING AND VOTING

1.1      Place of Meetings.

         Meetings of the shareholders shall be held at the corporation's
principal office, or at such other location as shall be designated in the notice
of meeting.

1.2      Annual Meetings.

         The annual meeting of the shareholders shall be held on the first
Monday of July of each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at the hour of 2:00 o'clock, p.m. The
time and date of such meeting may be varied by the Board of Directors provided
that notice of the varied date and time of the annual meeting is given in
accordance with these By-Laws. At the annual meeting, the shareholders shall
elect by vote a Board of Directors, consider reports of the affairs of the
corporation, and transact such other business as may properly be brought before
the meeting.

1.3      Special Meetings.

         Special meetings of the shareholders may be called at any time by the
President, the Board of Directors, by the holders of not less than one-tenth
(1/10th) of all the shares entitled to vote at such meeting, and as otherwise
provided in the Nevada Business Corporation Act, as amended (the "Act").

1.4      Notice of Meetings.

         1.4.1 Written or printed notice, in a comprehensible form, stating the
date, time and place of the meeting, and in case of a special meeting, a
description of the purpose or purposes for which the meeting is called, shall be
delivered not earlier than sixty (60) nor less than ten (10) days before the
meeting date, in person, telegraph, teletype, or other form of wire or wireless
communication, by mail or private carrier, by or at the direction of the
President, Secretary, other officer or persons calling the meeting. If mailed,
the notice is effective when deposited postpaid in the United States mail,
correctly addressed to the shareholder's address shown on the Corporation's
current record of shareholders. In all other cases, the notice shall be
effective when received by the shareholders.

         1.4.2 If a shareholders' meeting is adjourned to a different date, time
or place, notice need not be given of the new date, time or place, if the new
date, time or place is announced at the meeting before adjournment, unless a new
record date for the adjourned meeting is or must be fixed under the Act, in
which event notice of the adjourned meeting must be given to the persons who are
shareholders as of the new record date.

1.5      Voting Entitlement of Shares.

         Unless the Articles of Incorporation provide otherwise, or except as
provided by the Act, each outstanding share, regardless of class, is entitled to
one vote on each matter voted on at a shareholders' meeting. Only shares are
entitled to vote.

1.6      Quorum and Voting.

         1.6.1 Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the Articles of Incorporation or the Act provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

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         1.6.2 Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.

         1.6.3 If a quorum exists, action on a matter, other than the election
of directors, by a voting group, is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Act requires a greater number of affirmative
votes.

         1.6.4 Unless otherwise provided in the Articles of Incorporation,
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

         1.6.5 If the Articles of Incorporation or the Act provides for voting
by a single group on a matter, action on that matter is taken when voted upon by
that voting group in accordance with these By-Laws.

         1.6.6 If the Articles of Incorporation or the Act provides for voting
for two or more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately as provided by
these By-Laws.

1.7      Proxies.

         A shareholder may vote shares in person or by written proxy signed by
the shareholder or the shareholder's attorney in fact and delivered to the
secretary or other officer or agent of the Corporation authorized to tabulate
votes.

1.8      Record Date.

         The record date for determining the shareholders entitled to notice of
a shareholders' meeting, to demand a special meeting, to vote or to take other
action, shall, unless otherwise determined by the Board of Directors in advance
of such action, be the date of such notice, demand, vote, or other action.

1.9      Shareholders' List for Meeting.

         After fixing a record date for a meeting, the corporation shall prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of a shareholders' meeting. The list must be arranged by voting group,
and within each voting group by class or series of shares, and show the address
of and number of shares held by each shareholder. The shareholders' list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to take place.
The corporation shall make the shareholders' list available at the meeting, and
any shareholder, the shareholder's agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment thereof.






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