BY-LAWS

                                       OF

                             EDISON RENEWABLES, INC.
                              a Nevada Corporation

               (as amended and restated through October 25, 2004)

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                                TABLE OF CONTENTS
ARTICLE ONE - OFFICES

1.1      Registered Office.
1.2      Other Offices.

ARTICLE TWO - MEETINGS OF STOCKHOLDERS

2.1      Place.
2.2      Annual Meetings.
2.3      Special Meetings.
2.4      Notices of Meetings.
2.5      Purpose of Meetings.
2.6      Quorum.
2.7      Voting.
2.8      Share Voting.
2.9      Proxy.
2.10     Written Consent in Lieu of Meeting.
2.11     Nominations for Directors

ARTICLE THREE - DIRECTORS

3.1      Powers.
3.2      Number of Directors.
3.3      Vacancies.

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

4.1      Place.
4.2      First Meeting.
4.3      Regular Meetings.
4.4      Special Meetings.
4.5      Notice.
4.6      Waiver.
4.7      Quorum.
4.8      Adjournment.
4.9      Unanimous Consent

ARTICLE FIVE - COMMITTEES OF DIRECTORS

5.1      Power to Designate.
5.2      Regular Minutes.
5.3      Written Consent.
                                       (i)
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ARTICLE SIX - COMPENSATION OF DIRECTORS

6.1      Compensation.

ARTICLE SEVEN - NOTICES

7.1      Notice.
7.2      Waiver of Notice.

ARTICLE EIGHT - OFFICERS

8.1      Appointment of Officers.
8.2      Time of Appointment.
8.3      Salaries.
8.4      Vacancies.
8.5      Chairman of the Board.
8.6      Vice-Chairman.
8.7      Chief Executive Officer.
8.8      President or Chief Operating Officer.
8.9      Chief Financial Officer.
8.10     Chief Technology Officer.
8.11     Executive Vice-President.
8.12     Vice-Presidents.
8.13     Secretary.
8.14     Assistant Secretaries.
8.15     Treasurer.
8.16     Surety.
8.17     Assistant Treasurers.

ARTICLE NINE - CERTIFICATES OF STOCK

9.1      Share Certificates.
9.2      Transfer Agents.
9.3      Lost or Stolen Certificates.
9.4      Share Transfers.
9.5      Closing of Transfer Books; Record Date.
9.6      Stockholders Record.

ARTICLE TEN - FINANCIAL MATTERS

10.1     Contracts.
10.2     Loans.
10.3     Checks and Drafts.
10.4     Deposits.
10.5     Bank Accounts.
                                      (ii)
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ARTICLE ELEVEN - DIVIDENDS

11.1     Dividends
11.2     Reserves.

ARTICLE TWELVE - FISCAL YEAR

ARTICLE THIRTEEN - INDEMNFICATION

ARTICLE FOURTEEN - AMENDMENTS

14.1     By Stockholder.
14.2     By Board of Directors.

ARTICLE FIFTEEN - CORPORATE SEAL


                                      (iii)


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                                   ARTICLE ONE
                                     OFFICES

Section 1.1. Registered Office - The registered office of this corporation shall
be in the County of Clark, State of Nevada.

Section 1.2. 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.

                                   ARTICLE TWO
                            MEETINGS OF STOCKHOLDERS

Section 2.1. Place - All annual  meetings of the  stockholders  shall be held at
the  registered  office of the  corporation  or at such  other  place  within or
without the State of Nevada as the directors shall  determine.  Special meetings
of the  stockholders  may be held at such time and place  within or without  the
State of Nevada as shall be stated in the  notice of the  meeting,  or in a duly
executed waiver of notice thereof.

Section 2.2. Annual Meetings - Annual meetings of stockholders shall be held for
the  election of  directors  of the  corporation.  At such annual  meeting,  the
stockholders  shall elect a Board of Directors by a plurality  vote (as provided
in Section 2.8 of this Article Two),  and shall  transact such other business as
may properly be brought  before the meeting.  To be properly  brought  before an
annual meeting,  business must be (a) specified in the notice of meeting (or any
supplement  thereto) given by, at the direction of or upon authority  granted by
the Board of  Directors,  (b)  otherwise  brought  before the meeting by, at the
direction of or upon authority granted by the Board of Directors, or (c) subject
to Section  2.11  hereof,  otherwise  properly  brought  before the meeting by a
stockholder.  For business to be properly  brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a stockholder's  notice must be
received at the principal executive offices of the corporation no less than five
days  prior  to  the  meeting;   provided,   however,  that  in  the  event  the
corporation's  common  stock  is  registered  pursuant  to  Section  12  of  the
Securities  Exchange  Act of 1934,  as amended,  to be timely,  a  stockholder's
notice must be received at the principal  executive  offices of the  corporation
not less than 60 days nor more than 90 days  prior to the date which is one year
from the date of the mailing of the corporation's  Proxy Statement for the prior
year's  annual  meeting  of  stockholders  and,  if during  the  prior  year the
corporation  did not hold an annual  meeting,  or if the date of the meeting for
which a  stockholder  intends to submit a proposal has changed more than 30 days
from the date of the  meeting  in the  prior  year,  then  such  notice  must be
received a reasonable time before the corporation  mails the Proxy Statement for
the current year.

     A  stockholder's  notice to the Secretary  must set forth as to each matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description of the business desired to be brought before the annual meeting, and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the corporation which are

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beneficially  owned by the  stockholder,  and (d) any  material  interest of the
stockholder  in such  business.  Notwithstanding  anything in the By-Laws to the
contrary,  but subject to Section 2.11 hereof, no business shall be conducted at
an annual  meeting  except in accordance  with the  procedures set forth in this
Section  2. The  chairman  of an annual  meeting  shall,  if the facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance  with the provisions of this Section 2, and, if
he  should  so  determine,  he shall so  declare  to the  meeting,  and any such
business not properly brought before the meeting shall not be transacted.

Section 2.3. Special Meetings - Special  meetings of the  stockholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute or by the Articles
of  Incorporation,  may be called by the  Secretary at the request in writing of
the  Chairman  of the  Board,  the  Chief  Executive  Officer,  President  or by
resolution  of the Board of  Directors.  Such request shall state the purpose of
the proposed meeting.

Section 2.4.  Notices of Meetings - Notices of meetings  shall be in writing and
signed by the  President or a  Vice-President  or the  Secretary or an Assistant
Secretary or by such other person or persons as the directors  shall  designate.
Such notice  shall state the purpose or purposes for which the meeting is called
and the time and the place,  which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered  personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten nor more than sixty days before such  meeting.
If mailed,  it shall be directed to a  stockholder  at his address as it appears
upon the records of the  corporation  and upon such  mailing of any such notice,
the service  thereof shall be complete and the time of the notice shall being to
run  from  the  date  upon  which  such  notice  is  deposited  in the  mail for
transmission to such  stockholder.  Personal  delivery of any such notice to any
officer of a corporation or association or to any member of a partnership  shall
constitute  delivery  of  such  notice  to  such  corporation,   association  or
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be  necessary to deliver
or mail notice of the meeting to the transferee.

Section 2.5. Purpose of Meetings - Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section  2.6.  Quorum - The  holders  of a  majority  of the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Articles of  Incorporation.  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,  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
notified. In addition,  whether or not a quorum is then present, the Chairman of
the Board of the  corporation  shall have the power and authority to adjourn any
meeting of  stockholders  at any time prior to or during  such  meeting  for any
reason without notice other than announcement at

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the meeting. At any 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.

Section 2.7.  Voting - When a quorum is present or  represented  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 be sufficient to elect  directors or to
decide any questions  brought  before such  meeting,  unless the question is one
upon  which  by  express  provision  of  the  statues  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 2.8. Share Voting - Except as provided in the Articles of Incorporation,
each stockholder of record of the corporation  shall be entitled at each meeting
of  stockholders to one vote for each share of stock standing in his name on the
books of the  corporation.  Upon the  demand  of any  stockholder,  the vote for
directors and the vote upon any question before the meeting shall be by ballot.

Section 2.9. Proxy - At any meeting of the  stockholders  any stockholder may be
represented  and  vote by a proxy  or  proxies  appointed  by an  instrument  in
writing. In the event that any such instrument in writing shall designate two or
more  persons to act as  proxies,  a  majority  of such  persons  present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have then filed with the  secretary of the meeting when required
by the  inspectors of election.  All questions  regarding the  qualification  of
voters,  the validity of proxies and the  acceptance or rejection of votes shall
be decided by the  inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 2.10.  Written Consent in Lieu of Meeting - No action which may be taken
by the vote of the  stockholders  at a  meeting  may be taken  without a meeting
except if authorized by the written consent of stockholders  holding 100% of the
voting power,  unless such action has been  authorized by the board of Directors
in which event such action may be taken by the written  consent of not less than
a majority  of the  shares of capital  stock  entitled  to vote on such  action,
unless the  provisions  of the  statutes  or of the  Articles  of  Incorporation
require a greater  proportion of voting power to authorize  such action in which
case such greater proportion of written consents shall be required.

Section  2.11.  Nominations  for  Directors - Only persons who are  nominated in
accordance with the procedures set forth in this Section 2.11 shall be qualified
for election as directors.  Nominations  of persons for election to the Board of
Directors of the  corporation  may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies  with
the procedures set forth in this Section 2.11. In order for persons nominated to
the  Board  of  Directors,  other  than  those  persons  nominated  by or at the
direction  of the Board of  Directors,  to be qualified to serve on the Board of
Directors, such nomination shall be made pursuant to

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timely notice in writing to the  Secretary of the  corporation.  To be timely, a
stockholder's  notice must be received at the principal executive offices of the
corporation  not less than 60 days nor more than 90 days  prior to the  meeting;
provided, however, that, in the event that less than 70 days' notice of the date
of the meeting is given to  stockholders  and public  disclosure  of the meeting
date,  pursuant to a press  release,  is either not made or is made less than 70
days prior to the meeting date, then notice by the stockholder to be timely must
be so received  not later than the close of business on the tenth day  following
the  earlier of (a) the day on which such  notice of the date of the meeting was
mailed to stockholders or (b) the day on which such public disclosure was made.

     A  stockholder's  notice  to the  Secretary  must set  forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director  (i) the name,  age,  business  address and  residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class and number of shares of the corporation  which are  beneficially  owned by
such  person and (iv) any other  information  relating  to such  person  that is
required to be disclosed in  solicitation  of proxies for election of directors,
or is otherwise  required,  in each case pursuant to Regulation 14A  promulgated
under the  Securities  Exchange  Act of 1934,  as  amended  (including,  without
limitation,  such documentation as is required by Regulation 14A to confirm that
such person is a bona fide nominee);  and (b) as to the  stockholder  giving the
notice (i) the name and address,  as they appear on the corporation's  books, of
such  stockholder  and (ii) the  class and  number of shares of the  corporation
which are beneficially owned by such stockholder. At the request of the Board of
Directors,  any person  nominated  by the Board of  Directors  for election as a
director  shall furnish to the  Secretary of the  corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.  No person shall be qualified  for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 2.11. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a  nomination  was not made in  accordance  with
procedures prescribed by the By-Laws,  and, if he should so determine,  he shall
so declare to the meeting, and the defective nomination shall be disregarded.

                                  ARTICLE THREE
                                    DIRECTORS

Section 3.1.  Powers - The business of the  corporation  shall be managed by its
Board of Directors  which may exercise all such powers of the corporation and do
all such  lawful  acts and things as are not by statute  or by the  Articles  of
Incorporation  or by these By-Laws  directed or required to be exercised or done
by the stockholders.

Section  3.2.  Number  of  Directors  - The  number  of  directors  which  shall
constitute  the  whole  board  shall  initially  be one (1),  but the  number of
directors which shall  constitute the whole board may be fixed from time to time
by action of the Board of  Directors.  The  directors  shall be  elected  at the
annual meeting of the stockholders and except as provided in Section 3.3 of this
Article,  each  director  elected  shall hold  office the  earlier of his death,
resignation  or removal  from  office,  or until his  successor  is elected  and
qualified. Directors need not be stockholders.

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Section 3.3.  -Vacancies - Vacancies in the Board of Directors  including  those
caused by an increase in the number of directors, may be filled by a majority of
the directors then in office,  though less than a quorum, or by a sole remaining
director,  and each director so elected shall hold office until his successor is
duly elected and shall qualify, unless sooner displaced.

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

No reduction  of the  authorized  number of  directors  shall have the effect of
removing any director prior to the expiration of his term of office.

                                  ARTICLE FOUR
                       MEETINGS OF THE BOARD OF DIRECTORS

Section  4.1.  Place - Regular  and special  meetings of the Board of  Directors
shall be held at any place within or without the State of Nevada.

Section 4.2.  First  Meeting - The first  meeting of each newly elected Board of
Directors shall be held immediately  following the adjournment of the meeting of
stockholders  and at the  place  thereof.  No notice  of such  meeting  shall be
necessary to the directors in order legally to constitute the meeting,  provided
a quorum be present.  In the event such meeting is not so held,  the meeting may
be held at such  time  and  place as shall  be  specified  in a notice  given as
hereinafter provided for special meetings of the Board of Directors.

Section 4.3.  Regular  Meetings - Regular meetings of the Board of Directors may
be he1d without call or notice at such time and at such place as shall from time
to time be fixed and determined by the Board of Directors.

Section 4.4.  Special  Meetings - Special meetings of the Board of Directors may
be called by the  Chairman  of the  Board,  the Chief  Executive  Officer or the
President  on one (1)  day's  notice to each  director,  either  personally,  by
overnight  mail, by telegram,  by telecopier,  by telephone,  or by e-mail.  For
purposes hereof, one (1) day's notice shall be satisfied by the delivery of such
notice as shall result in the director receiving notice by 5:00 p.m., local time
in the time  zone in which  the  corporation's  principal  executive  office  is
located, on the day immediately preceding the date of the meeting (provided that
the time of the meeting is no earlier than 8:00 a.m., local time).

Section  4.5.  Notice - Notice of the time and  place of  holding  an  adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.

Section 4.6. Waiver - The transactions of any meeting of the Board of Directors,
however called and noticed or wherever held,  shall be as valid as though had at
a meeting duly held after regular call and notice,  if a quorum be present,  and
if, either before or after the meeting,  each of the

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directors not present signs a written waiver of notice,  or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers,  consents
or  approvals  shall be filed with the  corporate  records or made a part of the
minutes of the meeting.

Section 4.7. Quorum - At all meetings of the Board, a majority of the authorized
number  of  directors  shall  be  necessary  to  constitute  a  quorum  for  the
transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the  directors  present at a meeting duly
held at which a quorum is present  shall be  regarded as the act of the Board of
Directors,  unless a greater  number be  required  by law or by the  Articles of
Incorporation  or any  express  provision  of these  By-Laws.  Any  action  of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to in  writing by all of the other  members  of the Board  shall be as
valid and  effective  in all  respects  as if  passed  by the  Board in  regular
meeting.

Section 4.8.  Adjournment  - A quorum of the directors may adjourn any directors
meeting to meet again at a stated day and hour; provided,  however,  that in the
absence  of a quorum,  a majority  of the  directors  present  at any  directors
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.

Section  4.9.  Unanimous  Consent  - The  unanimous  consent  of  the  incumbent
directors  shall be  required  for the  corporation  to (A) issue any  shares of
capital stock, warrants,  options, rights, shares of capital stock, evidences of
indebtedness  or  other  securities,  which  are  convertible,   exercisable  or
exchangeable into shares of common stock, or any other equity securities for any
purpose,  for a period of two (2) years  ending on August 3, 2006,  or (B) enter
into (i) employment  agreements or arrangements with executive  personnel,  (ii)
consulting  agreements or arrangements or arrangements for financial,  marketing
or mergers and acquisition  advisory services,  (iii) related party transactions
or (iv) mergers, consolidations, acquisitions (whether assets or capital stock),
or  material  contracts  or  agreements,  as such term is defined in Item 601 of
Regulation S-B of the federal securities laws of the United States, for a period
of one (1) year ending on August 3, 2005, or (C) of enter into and/or consummate
any transaction,  or series of transactions,  which would result in a "change in
control" of the ownership of the corporation's  voting securities for the period
ending at the time that the certain  $350,000  promissory  note dated  August 3,
2004 from NextPhase  Technologies,  Inc. to Corey Morrison is satisfied in full,
or (D) amend this  Section  4.9 of this  By-Laws.  The term  "change of control"
shall mean:

(i) The transfer,  through one transaction or a series of related  transactions,
either  directly  or  indirectly,  or  through  one or more  intermediaries,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Securities  Exchange Act of 1934) of 50% or more of either the then  outstanding
shares of common stock or the combined  voting power of the  corporation's  then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors,  or the last of any series of transfers  that results in the transfer
of beneficial  ownership (within the meaning of Rule 13d-3 promulgated under the
Securities  Exchange Act of 1934) of 50% or more of either the then  outstanding
shares of common stock or the combined  voting power of the  corporation's  then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors; from the beneficial ownership as of the date under the Share Exchange
Agreement,  giving effect to the transaction;

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(ii)  Approval  by  the   stockholders   of  the  corporation  of  a  merger  or
consolidation,  with respect to which persons who were the  stockholders  of the
Corporation   immediately   prior  to  such  merger  or  consolidation  do  not,
immediately thereafter,  own more than 50% of the combined voting power entitled
to vote  generally in the  election of  directors of the merged or  consolidated
corporation's  then  outstanding   voting   securities,   or  a  liquidation  or
dissolution of the  corporation or the sale of all or  substantially  all of the
assets of the corporation.

                                  ARTICLE FIVE
                             COMMITTEES OF DIRECTORS

Section  5.1.  Power to Designate - The Board of  Directors  may, by  resolution
adopted by a majority of the whole Board, designate from its members one or more
committees  of the  Board of  Directors,  which  committees  shall  serve at the
pleasure of the Board of Directors.  Each committee shall consist of one or more
of the  directors  of the  corporation  which,  to the  extent  provided  in the
resolution,  shall have and may  exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have power
to authorize the seal of the  corporation  to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors.  The members of any such
committee  present at any meeting and not disqualified  from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of  Directors  to act at the meeting in the place of any absent or  disqua1ified
member.  At meetings of such committees,  a majority of the members or alternate
members shall  constitute a quorum for the transaction of business,  and the act
of a majority of the members or alternate  members at any meeting at which there
is a quorum shall be the act of the committee.

Section 5.2.  Regular  Minutes - The  committees  shall keep regular  minutes of
their proceedings and report the same to the Board of Directors.

Section 5.3.  Written  Consent - Any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board of  Directors or of such  committee,  as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

                                   ARTICLE SIX
                            COMPENSATION OF DIRECTORS

Section  6.1.  Compensation  - The  directors  may be  paid  their  expenses  of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.

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                                  ARTICLE SEVEN
                                     NOTICES

Section  7.1  Notice - Except as  provided  herein,  notices  to  directors  and
stockholders  shall be in  writing  and  delivered  personally  or mailed to the
directors  or  stockholders  at their  addresses  appearing  on the books of the
corporation.

Section 7.2.  Waiver of Notice - Whenever any notice  whatever is required to be
given under the provisions of the statutes,  of the Articles of Incorporation or
of these By-Laws,  a waiver thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE EIGHT
                                    OFFICERS

Section 8.1.  Appointment of Officers - The officers of the corporation shall be
chosen by the Board of Directors  and shall be a Chairman of the Board,  a Chief
Executive  Officer,  a President or Chief Operating  Officer,  a Secretary and a
Treasurer.  The Board of Directors may also choose a Vice Chairman of the Board,
Chief Technology  Officer, a Chief Financial Officer,  and one or more Executive
Vice-Presidents,    Vice-Presidents,   Assistant   Secretaries   and   Assistant
Treasurers. Two or more offices may be held by the same person.

Section 8.2.  Time of  Appointment - The Board of Directors at its first meeting
after each annual meeting of  stockholders  shall choose a Chairman of the Board
who shall be a  director,  and  shall  choose a  President,  a  Secretary  and a
Treasurer, none of whom need be directors.

Section 8.3.  Salaries - The salaries  and  compensation  of all officers of the
corporation shall be fixed by the Board of Directors.

Section 8.4.  Vacancies - The officers of the  corporation  shall hold office at
the pleasure of the Board of Directors.  Any officer elected or appointed by the
Board of  Directors  may be removed at any time by the Board of  Directors.  Any
vacancy  occurring  in any  office of the  corporation  by  death,  resignation,
removal or otherwise shall be filled by the Board of Directors.

Section 8.5.  Chairman of the Board - The Chairman of the Board shall preside at
meetings of the stockholders and the Board of Directors,  and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

Section 8.6. Vice-Chairman - The Vice-Chairman shall be a member of the Board of
Directors,  and in the absence or disability of the Chairman of the Board, shall
perform  the duties and  exercise  the powers of the  Chairman  of the Board and
shall  perform such other duties as the Board of Directors may from time to time
prescribe.

Section 8.7. Chief Executive  Officer - The Chief  Executive  Officer shall have
general  supervision  and control over the business,  management and finances of
the  corporation,  subject

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<PAGE>

to  control  of the  Board of  Directors,  and  shall  see that all  orders  and
resolutions of the Board are carried into effect.

Section  8.8.  President  or Chief  Operating  Officer - The  President or Chief
Operating Officer shall have general supervision and control over the day-to-day
business and management of the corporation,  subject to the control of the Chief
Executive Officer and the Board of Directors,  and shall see that all orders and
resolutions of the Board are carried into effect. If there is no Chief Executive
Officer, the President shall have power and duties set forth in Section 8.7.

Section 8.9. Chief Financial  Officer - The Chief  Financial  Officer shall have
general supervision and control over the day-to-day finances of the corporation,
subject  to the  control  of the  Chief  Executive  Officer  and  the  Board  of
Directors,  and  shall  see that all  orders  and  resolutions  of the Board are
carried into effect.

Section 8.10. Chief Technology Officer - The Chief Technology Officer shall have
general  supervision  and  control  over  the  business  and  management  of the
corporation  with respect to technology  matters,  subject to the control of the
Chief Executive Officer,  the President or Chief Operating Officer and the Board
of  Directors,  and shall see that all orders and  resolutions  of the Board are
carried into effect. If there is no Chief Executive Officer, the President shall
have powers and duties set forth in Section 8.7.

Section 8.11. Executive  Vice-President - The Executive  Vice-President,  or, if
there  shall be more  than  one,  the  Executive  Vice-Presidents  in the  order
determined by the Board of Directors,  shall  generally  assist the President or
Chief Operating Officer in the management of the day-to-day business and affairs
of the  corporation  and, in the absence or disability of the President or Chief
Operating  Officer,  shall  perform  the duties and  exercise  the powers of the
President or Chief  Operating  Officer,  and shall perform such other duties and
have  such  other  powers  as the  Board  of  Directors  may  from  time to time
prescribe.

Section 8.12.  Vice Presidents - The  Vice-President,  or if there shall be more
than one, the Vice-Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the Executive Vice-President, perform the
duties and  exercise  the  powers of the  Executive  Vice-Presidents,  and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

Section 8.13.  Secretary - The Secretary  shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the Board of  Directors,  and shall
perform such other duties as may be prescribed by the Board of Directors,  under
whose  supervision  he shall be. He shall keep in safe  custody  the seal of the
corporation  and, when  authorized by the Board of Directors,  affix the same to
any  instrument  requiring it and, when so affixed,  it shall be attested by his
signature or by the signature of an Assistant Secretary.

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<PAGE>

Section 8.14. Assistant  Secretaries - The Assistant  Secretary,  or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors,  shall,  in the absence or disability of the  Secretary,  perform the
duties and exercise  the powers of the  Secretary  and shall  perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

Section 8.15.  Treasurer - The Treasurer shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements  in books and belongings to the  corporation and shall deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
corporation in 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,  taking proper vouchers for such  disbursements,  and shall render to
the Chief Executive Officer, the President or Chief Operating Officer, the Chief
Financial Officer, and the Board of Directors,  at its regular meetings, or when
the Board of  Directors  so  requires,  an  account of all his  transactions  as
Treasurer and of the financial condition of the corporation.

Section 8.16. Surety - If required by the Board of Directors,  he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the Board of Directors for
the faithful  performance of the duties of his office and for the restoration to
the corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

Section 8.17. Assistant Treasurer - The Assistant  Treasurer,  or if there shall
be more than one, the assistant  treasurers in the order determined by the Board
of Directors, shall, in the absence or disability of the treasurer,  perform the
duties and exercise  the powers of the  treasurer  and shall  perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

                                  ARTICLE NINE
                              CERTIFICATES OF STOCK

Section 9.1. Share  Certificates - Every stockholder shall be entitled to have a
certificate  signed by the President or a Vice-President and 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. If
the  corporation  shall be  authorized to issue more than once class of stock or
more than one series of any class, the  designations,  preferences and relative,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights,  shall  be set  forth in full or  summarized  on the face or back of the
certificate which the corporation shall issue to represent such stock.

Section  9.2.  Transfer  Agents - If a  certificate  is signed (a) by a transfer
agent other than the  corporation  or its employees or (b) by a registrar  other
than the  corporation  or its  employees,  the signatures of the officers of the
corporation  may be  facsimiles.  In case any  officer  who has  signed or whose
facsimile  signature has been placed upon a  certificate  shall cease to be such
officer before such  certificate is issued,  such certificate may be issued with
the same effect as

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<PAGE>

though  the  person  had  not  ceased  to be  such  officer.  The  seal  of  the
corporation,  or  a  facsimile  thereof,  may,  but  need  not  be,  affixed  to
certificates of stock.

Section 9.3. Lost or Stolen  Certificates  - The Board of Directors may direct a
new  certificate  or  certificates  to be issued in place of any  certificate or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 9.4. Share Transfers - Upon surrender to the corporation or the transfer
agent  of  the  corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the corporation,  if it is satisfied that all
provisions of the laws and regulations  applicable to the corporation  regarding
transfer  and  ownership  of shares  have  been  complied  with,  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

Section 9.5. Closing of Transfer Books; Record Date - The Board of Directors may
close the stock transfer books of the  corporation for a period not exceeding 60
days preceding the date of any meeting of  stockholders  or the date for payment
of any  dividend  or the date for the  allotment  of rights or the date when any
change or  conversion or exchange of capital stock shall go into effect or for a
period of not  exceeding 60 days in  connection  with  obtaining  the consent of
stockholders  for any purpose.  In lieu of closing the stock  transfer  books as
aforesaid,  the Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less  than ten (10)  days  preceding  the date of any  meeting  of
stockholders,  or the date for the payment of any dividend,  or the date for the
allotment of rights,  or the date when any change or  conversion  or exchange of
capital stock shall go into effect,  or a date in connection  with obtaining the
consent of stockholders for any purpose,  as a record date for the determination
of the stockholders  entitled to notice of and to vote at any such meeting,  and
any adjournment thereof, or entitled to receive payment of any such dividend. or
to give  such  consent,  and in such  case,  such  stockholders,  and only  such
stockholders  as shall be stockholder  of record on the date so fixed,  shall be
entitled to notice of and to vote at such meeting,  or any adjournment  thereof,
or to receive payment of such dividend,  or to receive such allotment of rights,
or to exercise  such  right,  or to give such  consent,  as the case may be, not
withstanding any transfer of any stock on the books of the corporation after any
such record date fixed as aforesaid.

Section  9.6.  Stockholders  Record  - The  corporation  shall  be  entitled  to
recognize  the person  registered  on its books as the owner of shares to be the
exclusive  owner  for all  purposes  including  voting  and  dividends,  and the
corporation  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 other wise provided by
the laws of Nevada.

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<PAGE>

                                   ARTICLE TEN
                                FINANCIAL MATTERS

Section  10.1.  Contracts  - The Board of  Directors,  except  as these  By-Laws
otherwise  provide,  may authorize any officer or officers,  agent or agents, to
execute  and  deliver  any  contract  on  behalf  of the  corporation,  and such
authority may be general or confined to specific instances.

Section 10.2. Loans - Any officer of the corporation as may from time to time be
designated  for such  purpose by the Board of  Directors,  or any officer of the
corporation  duly  authorized  by the  Board  of  Directors  with  respect  to a
particular  loan or advance,  may effect  loans and advances at any time for the
corporation from any bank, trust company or other institution,  or from any firm
or  individual,  and for such loans and advances  may make,  execute and deliver
promissory  notes and other  evidences of indebtedness  of the  corporation.  No
property   whatever  owned  or  held  by  the  corporation   shall  be  pledged,
hypothecated  or  transferred  as security for loans and  advances  except by an
officer of the  corporation  who shall have been  designated for such purpose by
the Board of Directors, or by any officer thereunto duly authorized by the Board
of Directors with respect to a particular loan or advance.

Section 10.3. Checks and Drafting - All checks,  drafts,  orders for the payment
of money, bills of lading, warehouse receipts,  obligations,  bills of exchange,
insurance certificates and all endorsements (except endorsements for collections
for the account of the corporation or for deposit to its credit) shall be signed
by such officer or officers,  employee or employees,  of the  corporation  or by
facsimile signature of such officer or officers,  employee or employees,  of the
corporation  as shall from time to time be determined by resolution of the Board
of Directors.

Section  10.4.  Deposits  - All  funds  of  the  corporation,  unless  otherwise
authorized  and directed by a resolution of the Board of Directors duly recorded
in the minutes of the  meetings of the Board of  Directors,  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 elect or as may be
selected by any officer or officers, agent or agents, of the corporation to whom
such power may from time to time be delegated by the Board of Directors; and for
the  purpose of such  deposit,  checks,  drafts and other  orders for payment of
money  which  are  payable  to the  order of the  corporation  may be  endorsed,
assigned and delivered by the Chairman of the Board,  Chief  Executive  Officer,
President  or  Chief  Operating   Officer,   an  Executive   Vice-President,   a
Vice-President,  or the  Treasurer an Assistant  Treasurer,  the Secretary or an
Assistant Secretary,  or by any agent or employee of the corporation to whom any
of said officers,  in writing, or the Board of Directors,  by resolution,  shall
have delegated such power.

Section  10.5.  Bank  Accounts  - The Board of  Directors  may from time to time
authorize  the opening and keeping  with such banks,  trust  companies  or other
depositories as the Board may select of general and specific bank accounts,  and
may  make  such  special  rules  and  resolutions  with  respect  thereto,   not
inconsistent with the provisions of these By-Laws, as it may deem expedient.

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<PAGE>


                                 ARTICLE ELEVEN
                                    DIVIDENDS

Section 11.1.  Dividends - Dividends upon the capital stock of the  corporation,
subject to the  provisions  of the  Articles of  Incorporation,  if any,  may be
declared by the Board of Directors at any regular or special  meeting,  pursuant
to law.  Dividends  may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.

Section 11.2. Reserves - Before payment of any dividend,  there may be set aside
out of any funds of the corporation  available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet  contingencies,  or for equalizing  dividends or for
repairing  or  maintaining  any  property of the  corporation  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                 ARTICLE TWELVE
                                   FISCAL YEAR

Section 12.1. Fiscal Year - The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                ARTICLE THIRTEEN
                                 INDEMNIFICATION

Section  13.1.  Every person who was or is a party or is threatened to be made a
party to or is  involved  in any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the  corporation  or is or was serving at the request of the  corporation or for
its  benefit  as a  director  or  officer  of  another  corporation,  or as  its
representative in partnership,  joint venture, trust or other enterprise,  shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees,  judgments,  fines and
amounts paid or to be paid in settlement) reasonably included or suffered by him
in  connection  therewith.  The expenses of officers and  directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such right of indemnification  shall be a contract right which may
be enforced in any manner desired by such person.  Such right of indemnification
shall not be  exclusive  of any other  right  which such  succors,  officers  or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality of such statement.  they shall be entitled to their respective rights
of indemnification under any bylaw, agreement,  vote of stockholders,  provision
of law or otherwise, as well as their rights under this Article.

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<PAGE>

Section 13.2.  The Board of Directors may cause the  corporation to purchase and
maintain  insurance  on behalf of any person who 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,  or as its  representative  in a
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against such person and incurred in any such capacity or arising out of
such status,  whether or not the  corporation  would have the power to indemnify
such person.

Section 13.3. The Board of Directors may from time to time adopt further By-Laws
with respect to indemnification  and may amend these and such By-Laws to provide
at all times the fullest  indemnification  permitted by the General  Corporation
Law of the State of Nevada.

                                ARTICLE FOURTEEN
                                   AMENDMENTS

Section 14.1. By Stockholders - The By-Laws may be amended by a majority vote of
all the stock  issued  and  outstanding  and  entitled  to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.

Section  14.2. By Board of Directors - The Board of Directors by a majority vote
of the whole Board at any meeting may amend  these  By-Laws,  including  By-Laws
adopted by the stockholders.

                                 ARTICLE FIFTEEN
                                 CORPORATE SEAL

Section 15.1.  Corporate Seal - The  corporation may or may not have a corporate
seal,  as may from  time to time be  determined  by  resolution  of the Board of
Directors.  If a corporate seal is adopted,  it shall have inscribed thereon the
name of the Corporation of the words "Corporate Seal" and "Nevada". The seal may
be used by causing it or a facsimile  thereof to be  impressed  or affixed or in
any manner reproduced.

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