AMENDED AND RESTATED BY-LAWS

                                       OF

                              ENVIROKARE TECH, INC.

                              a Nevada corporation

                                    ARTICLE I

                                     OFFICES

     The registered office of the Corporation in the State of Nevada shall be
located in the City and State designated in the Articles of Incorporation (such
Articles and any amendments thereof being hereinafter collectively referred to
as the "Articles of Incorporation"). The Corporation may also maintain offices
at such other places within or without the State of Nevada as the Board of
Directors may, from time to time, determine.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held at the time fixed, from time to time, by the
Directors.

     Section 2. Special Meetings. Special meetings of the shareholders may be
called by the Board of Directors or such person or persons authorized by the
Board of Directors and shall be held within or without the State of Nevada.

     Section 3. Place of Meetings. Meetings of shareholders shall be held at the
registered office of the Corporation, or at such other places, within or without
the State of Nevada as the Directors may from time to time fix. If no
designation is made, the Meeting shall be held at the Corporation's registered
office in the State of Nevada.

     Section 4. Notice of Meetings.

     (a) Written or printed notice of each meeting of shareholders, whether
annual or special, signed by the president, vice president or secretary, stating
the time when and place where it is to be held, as well as the purpose or
purposes for which the meeting is called, shall be delivered either personally
or by mail, by or at the direction of the president, the secretary, or the
officer or the person calling the meeting, not less than ten nor more than sixty
days before the date of the meeting, unless the lapse of the prescribed time
shall have been waived before or after the taking of such action, upon each
shareholder of record




                                       1
<PAGE>

entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. If mailed, such notice shall be deemed
to be given when deposited in the United States mail, addressed to the
shareholder at the shareholder's address as it appears on the share transfer
records of the Corporation or to shareholder's current address, which the
shareholder has delivered to the Corporation in a written notice.

     (b) Further notice to a shareholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two,
payments sent by first-class mail of dividends or interest on securities during
a 12-month period have been mailed addressed to the shareholder at the
shareholder's address as shown on the records of the Corporation and have been
returned undeliverable.

     Section 5. Quorum.

     (a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation, a quorum shall be present at all meetings of shareholders of the
Corporation if the holders of shares representing a majority of the voting power
entitled to vote at the meeting are represented at the meeting in person or by
proxy.

     (b) The subsequent withdrawal of any shareholder from the meeting, after
the commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.

     (c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.

     Section 6. Voting and Acting.

     (a) Except as otherwise provided by law, the Articles of Incorporation, or
these By-laws, action by the shareholders on a matter other than election of
directors is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action.

     (b) Except as otherwise provided by statute, the Articles of Incorporation,
or these By-laws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.

     (c) Where appropriate communication facilities are reasonably available,
any or all shareholders shall have the right to participate in any shareholders'
meeting, by means of conference telephone or any means of communications by
which all persons participating in the meeting are able to hear each other.


                                       2
<PAGE>

     Section 7. Proxies.

     Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the shareholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact thereunto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, or facsimile copy of the proxy shall be treated as a
valid proxy, and treated as a substitution of the original proxy, so long as
such transmission is a complete reproduction executed by the shareholder. If it
is determined that the telegram, cablegram or other electronic transmission is
valid, the persons appointed by the Corporation to count the votes of
shareholders and determine the validity of proxies and ballots or other persons
making those determinations must specify the information upon which they relied.
No proxy shall be valid after the expiration of six months from the date of its
execution, unless otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation. If any shareholder designates two or more persons to act as
proxies, a majority of those persons present at the meeting, or, if only one is
present, then that one has and may exercise all of the powers conferred by the
shareholder upon all of the persons so designated unless the shareholder
provides otherwise.

     Section 8. Action Without a Meeting.

     Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these By-laws, then that
proportion of written consents is required. Such written consents must be filed
with the minutes of the proceedings of the shareholders of the Corporation.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. Number, Term, Election and Qualifications.

     (a) The Board of Directors of the Corporation shall consist of three (3)
members, unless and until otherwise determined by vote of a majority of the
entire Board of Directors. The Board of Directors or shareholders all have the
power, in the interim between annual and special meetings of the shareholders,
to increase or decrease the number of Directors of


                                       3
<PAGE>

the Corporation. A Director need not be a shareholder of the Corporation unless
the Articles of Incorporation or these By-laws so require.

     (b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Articles of Incorporation of
the Corporation or these By-laws, by a plurality of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.

     (c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding their
election, unless their terms are staggered in the Articles of Incorporation (so
long as at least one-fourth in number of the Directors of the Corporation are
elected at each annual shareholders' meeting) or these By-laws, or until such
Director's prior death, resignation or removal. Any Director may resign at any
time upon written notice of such resignation to the Corporation.

     (d) All Directors of the Corporation shall have equal voting power unless
the Articles of Incorporation provide that the voting power of individual
Directors or classes of Directors are greater than or less than that of any
other individual Directors or classes of Directors, and the different voting
powers may be stated in the Articles of Incorporation or may be dependent upon
any fact or event that may be ascertained outside the Articles of Incorporation
if the manner in which the fact or event may operate on those voting powers is
stated in the Articles of Incorporation. If the Articles of Incorporation
provide that any Directors have voting power greater than or less than other
Directors of the Corporation, every reference in these By-laws to a majority or
other proportion of Directors shall be deemed to refer to majority or other
proportion of the voting power of all the Directors or classes of Directors, as
may be required by the Articles of Incorporation.

     Section 2. Duties and Powers.

     The Board of Directors shall be responsible for the control and management
of the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under Nevada
state law, in the Articles of Incorporation or by these By-laws, expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.

     Section 3. Regular Meetings; Notice.

     (a) A regular meeting of the Board of Directors shall be held either within
or without the State of Nevada at such time and at such place as the Board shall
fix.


                                       4
<PAGE>

     (b) No notice shall be required of any regular meeting of the Board of
Directors and, if given, need not specify the purpose of the meeting; provided,
however, that in case the Board of Directors shall fix or change the time or
place of any regular meeting when such time and place was fixed before such
change, notice of such action shall be given to each director who shall not have
been present at the meeting at which such action was taken within the time
limited, and in the manner set forth in these By-laws with respect to special
meetings, unless such notice shall be waived in the manner set forth in these
By-laws.

     Section 4. Special Meetings; Notice.

     (a) Special meetings of the Board of Directors shall be held at such time
and place as may be specified in the respective notices or waivers of notice
thereof.

     (b) Except as otherwise required by Nevada state law, written notice of
special meetings shall be mailed directly to each Director, addressed to the
Director at his or her residence or usual place of business, or delivered
orally, with sufficient time for the convenient assembly of Directors thereat,
or shall be sent to the Director at such place by telegram, or facsimile, or
shall be delivered to the Director personally, not later than the day before the
day on which the meeting is to be held. If mailed, the notice of any special
meeting shall be deemed to be delivered on the second day after it is deposited
in the United States mails, so addressed, with postage prepaid. If notice is
given by telegram, it shall be deemed to be delivered when the telegram is
delivered to the telegraph company. If notice is given by facsimile, such notice
shall be deemed to be delivered upon receipt of confirmation of transmission of
the facsimile. A notice, or waiver of notice, except as required by these
By-laws, need not specify the business to be transacted at or the purpose or
purposes of the meeting.

     (c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.


                                       5
<PAGE>

     Section 5. Chairman.

     The Chairman of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairman, or he or she
shall be absent, then the President shall preside, and in his absence, any other
director chosen by the Board of Directors shall preside.

     Section 6. Quorum and Adjournments.

     (a) At all meetings of the Board of Directors, or any committee thereof,
the presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation, or these By-laws.

     (b) A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice, whether or not a quorum exists. Notice of such
adjourned meeting shall be given to Directors not present at time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other Directors who were
present at the adjourned meeting.

     Section 7. Manner of Acting.

     (a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold.

     (b) Except as otherwise provided by law, by the Articles of Incorporation,
or these By-laws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.

     (c) Any action authorized in writing made prior or subsequent to such
action, by all of the Directors entitled to vote thereon and filed with the
minutes of the Corporation shall be the act of the Board of Directors, or any
committee thereof, and have the same force and effect as if the same had been
passed by unanimous vote at a duly called meeting of the Board or committee for
all purposes.

     (d) Where appropriate communications facilities are reasonably available,
any or all directors shall have the right to participate in any Board of
Directors meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.


                                       6
<PAGE>

     Section 8. Vacancies.

     (a) Unless otherwise provided for by the Articles of Incorporation, any
vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal or inability to act of any director, or other cause, shall be filled by
an affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board or by a sole remaining Director, at any regular meeting or
special meeting of the Board of Directors called for that purpose, provided that
whenever the shareholders of any class or classes or series thereof are entitled
to elect one or more Directors by the Articles of Incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by
a majority of the Directors elected by such class or classes or series thereof
then in office, or by a sole remaining Director so elected.

     (b) Unless otherwise provided for by law, the Articles of Incorporation or
these By-laws, when one or more Directors shall resign from the board and such
resignation is 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 otherwise to take effect when such resignation or
resignations shall become effective.

     Section 9. Resignation.

     A Director may resign at any time by giving written notice of such
resignation to the Corporation.

     Section 10. Removal. Unless otherwise provided for by the Articles of
Incorporation, one or more or all the Directors of the Corporation may be
removed with or without cause at any time by a vote of the shareholders
representing not less than two-thirds of the voting power of the issued and
outstanding stock entitled to vote thereon, at a special meeting of the
shareholders called for that purpose, unless the Articles of Incorporation
provide that Directors may only be removed for cause, provided however, such
Director shall not be removed if the Corporation states in its Articles of
Incorporation that its Directors shall be elected by cumulative voting and there
are a sufficient number of shares cast against his or her removal, which if
cumulatively voted at an election of Directors would be sufficient to elect him
or her. If a Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director.

     Section 11. Compensation. The Board of Directors may authorize and
establish reasonable compensation of the Directors for services to the
Corporation as Directors, including, but not limited to attendance at any annual
or special meeting of the Board.

     Section 12. Committees. Unless otherwise provided for by the Articles of
Incorporation, the Board of Directors may, from time to time, designate from
among its members one or more committees, and alternate members thereof as they
deem desirable, each consisting of one or more members, with such powers and
authority (to the extent


                                       7
<PAGE>

permitted by law and these By-laws) as may be provided in such resolution.
Unless the Articles of Incorporation or By-laws state otherwise, the Board of
Directors may appoint natural persons who are not Directors to serve on such
committees authorized herein. Each such committee shall serve at the pleasure of
the Board and, unless otherwise stated by law, the Articles of Incorporation or
these By-laws, shall be governed by the rules and regulations stated herein
regarding the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

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

     (a) The Corporation's officers shall have such titles and duties as shall
be stated in these By-laws or in a resolution of the Board of Directors which is
not inconsistent with these By-laws. The officers of the Corporation shall
consist of a president, secretary and treasurer, and also may include a chairman
of the board, a chief executive officer, one or more vice presidents, assistant
secretaries and assistant treasurers and such other officers as the Board of
Directors may from time to time deem advisable. Any officer may hold two or more
offices in the Corporation.

     (b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.

     (c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his or her election, and until his or her successor
shall have been duly elected and qualified, subject to earlier termination by
his or her death, resignation or removal.

     Section 2. Duties and Powers.

     (a) Chairman of the Board. The Chairman of the Board, if present, shall
preside at all meetings of the Board and exercise and perform such other powers
and duties as from time to time may be assigned to him by the Board of Directors
or prescribed by these By-laws.

     (b) Chief Executive Officer. The Chief Executive Officer, subject to the
control of the Board of Directors, shall have general supervision, direction and
control of the business and affairs of the Corporation. He shall preside at all
meetings of the shareholders, and in the absence of the Chairman of the Board,
shall preside at all meetings of the Board of Directors. He shall execute deeds,
bonds, mortgages and other instruments on behalf of the Corporation, except
where required or permitted by law to be signed and executed otherwise and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. He
shall be ex-


                                       8
<PAGE>

officio a member of all the standing committees, if any, shall have the general
powers and duties of management usually vested in the office of the chief
executive officer of a corporation, and shall have such other powers and duties
as from time to time may be assigned to him by the Chairman of the Board, or the
Board of Directors, or prescribed by these By-laws.

     (c) The President. The President shall be the chief operating officer of
the Corporation. The President shall be responsible for the general management
of the business and affairs of the Corporation, subject to the control of the
Chairman of the Board, Chief Executive Officer and the Board of Directors, and
shall have such other powers and duties as from time to time may be assigned to
him by the Chairman of the Board, Chief Executive Officer, or the Board of
Directors, or prescribed by these By-laws.

     (d) The Secretary. Except as otherwise provided in these By-laws or as
directed by the Board of Directors, the Secretary shall attend all meetings of
the shareholders and the Board of Directors; shall record the minutes of all
proceedings in books to be kept for that purpose; shall give notice of all
meetings of the shareholders and special meetings of the Board of Directors; and
shall keep in safe custody the seal of the Corporation and, when authorized by
the Board of Directors, shall affix the same to any corporate instrument. The
Secretary shall have such other powers and duties as from time may be assigned
to him by the Chairman of the Board, Chief Executive Officer, President, or the
Board of Directors, or prescribed by these By-laws.

     (e) The Treasurer. Subject to the control of the Board of Directors, the
Treasurer shall have the care and custody of the corporate funds and the books
relating thereto; shall perform all other duties incident to the office of
treasurer; and shall have such other powers and duties as from time may be
assigned to him by the Chairman of the Board, Chief Executive Officer,
President, or the Board of Directors, or prescribed by these By-laws.

     Section 3. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Corporation.

     Section 4. Removal. Any officer elected by the Board of Directors may be
removed, either with or without cause, and a successor elected by the Board at
any time, and any officer or assistant officer, if appointed by another officer,
may likewise be removed by such officer.

     Section 5. Vacancies. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

     Section 6. Bonds. The Corporation may require any or all of its officers or
agents to post a bond, or otherwise, to the Corporation for the faithful
performance of their positions or duties.


                                       9
<PAGE>

     Section 7. Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board of Directors.

                                    ARTICLE V

                                 SHARES OF STOCK

     Section 1. Certificates of Stock.

     (a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.

     (b) Certificated shares of the Corporation shall be signed, (either
manually or by facsimile), by officers or agents designated by the Corporation
for such purposes, and shall certify the number of shares owned by the
shareholder in the Corporation. Whenever any certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk, and by a
registrar, then a facsimile of the signatures of the officers or agents, the
transfer agent or transfer clerk or the registrar of the Corporation may be
printed or lithographed upon the certificate in lieu of the actual signatures.
If the Corporation uses facsimile signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting in those
dual capacities countersigns or otherwise authenticates any stock certificates
in both capacities. If any officer who has signed or whose facsimile signature
has been placed upon such certificate, shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.

     (c) If the Corporation issues uncertificated shares as provided for in
these By-laws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the shareholder a written statement certifying the number of shares owned
by such shareholder in the Corporation.

     (d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.

     Section 2. Lost or Destroyed 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, stolen or destroyed if the owner:

     (a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser;


                                       10
<PAGE>

     (b) files with the Corporation a sufficient indemnity bond; and

     (c) satisfies such other requirements, including evidence of such loss,
theft or destruction, as may be imposed by the Corporation.

     Section 3. Transfers of Shares.

     (a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the registered
holder thereof, or by his attorney duly authorized by a written power of
attorney; and in the case of shares represented by certificates, only after the
surrender to the Corporation of the certificates representing such shares with
such shares properly endorsed, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due thereon.

     (b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.

     Section 4. Record Date.

     (a) The Board of Directors may fix, in advance, which shall not be more
than sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of shareholders, or to consent
to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for shareholders entitled to notice of meeting shall be at the close
of business on the day preceding the day on which notice is given, or, if no
notice is given, the day on which the meeting is held, or if notice is waived,
at the close of business on the day before the day on which the meeting is held.

     (b) The Board of Directors may fix a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action.

     (c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting.


                                       11
<PAGE>

     Section 5. Fractions of Shares/Scrip.

     The Board of Directors may authorize the issuance of certificates or
payment of money for fractions of a share, either represented by a certificate
or uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in case of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the manual or facsimile signature of
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of shareholder, except as therein provided. The
scrip may contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as provided on the scrip are
deemed to be treasury shares unless the scrip contains other provisions for
their disposition.

                                   ARTICLE VI

                                    DIVIDENDS

     (a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at such time or times as the Board of Directors
may determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series.

     (b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:

          (i) so authorized by the Articles of Incorporation;

          (ii) a majority of the shareholders of the class or series to be
     issued approve the issue; or

          (iii) there are no outstanding shares of the class or series of shares
     that are authorized to be issued.

                                   ARTICLE VII

                                   FISCAL YEAR

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


                                       12
<PAGE>

                                  ARTICLE VIII

                                 CORPORATE SEAL

     The corporate seal, if any, shall be in such form as shall be prescribed
and altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 1. By Shareholders.

     All By-laws of the Corporation shall be subject to alteration or repeal,
and new By-laws may be made, by vote of the shareholders representing a majority
of the voting power of the issued and outstanding stock entitled to vote in the
election of Directors even though these Bylaws may also be altered, amended or
repealed by the Board of Directors.

     Section 2. By Directors.

     The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, By-laws of the Corporation.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given by law, the Articles of
Incorporation or these By-laws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.

                                   ARTICLE XI

                              INTERESTED DIRECTORS

     No contract or transaction shall be void or voidable if such contract or
transaction is 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


                                       13
<PAGE>

interest, when such Director or Officer is present at or participates in the
meeting of the Board, or the committee of the shareholders which authorizes the
contract or transaction or his, her or their votes are counted for such purpose,
if:

     (a) the material facts as to his, her 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 are noted in the minutes of such meeting, and the
Board 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

     (b) the material facts as to his, her or their relationship or
relationships or interest or interests and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or

     (c) 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 of the shareholders; or

     (d) the fact of the common directorship, office or financial interest is
not disclosed or known to the Director or Officer at the time the transaction is
brought before the Board of Directors of the Corporation for such action.

Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.

                                   ARTICLE XII

                       ANNUAL LIST OF OFFICERS, DIRECTORS
                              AND REGISTERED AGENT

     The Corporation shall, within sixty days after the filing of its Articles
of Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of incorporation
occurs each year, file with the Secretary of State a list of its president,
secretary and treasurer and all of its Directors, along with the post office box
or street address, either residence or business, and a designation of its
resident agent in the state of Nevada. Such list shall be certified by an
officer of the Corporation.


                                       14
<PAGE>

                                  ARTICLE XIII

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall indemnify, defend and hold harmless the officers and
directors of the Corporation to the fullest extent permitted by NRS 78.7502 (as
from time to time amended) provided such officer or director acts in good faith
and in a manner which such person reasonably believes to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal matter,
had no reasonable cause to believe such person's conduct was unlawful.

     To the fullest extent permitted by NRS 78.751 (as from time to time
amended), the Corporation shall pay the expenses of officers and directors of
the Corporation incurred in defending a civil or criminal action, suit or
proceeding, as they are incurred and in advance of the final disposition of such
matter, upon receipt of an undertaking in form and substance acceptable to the
Board of Directors for the repayment of such advances if it is ultimately
determined by a court of competent jurisdiction that the officer or director is
not entitled to be indemnified.

                                   Amended and restated as of December 11, 2000.


                                       15