<PAGE>

                                                                       EXHIBIT 3






                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                  SULPHCO, INC.





                                 APRIL 18, 2003


<PAGE>
<TABLE>

                                          TABLE OF CONTENTS
                                              ARTICLE I
                                         OFFICES AND RECORDS


<S>      <C>               <C>                                                          <C>
o        Section 1.1       Registered Agent and Registered Offices                      1
o        Section 1.2       Other Offices                                                1
o        Section 1.3       Books and Records                                            1

                                             ARTICLE II
                                            STOCKHOLDERS

o        Section 2.1       Annual Meeting                                               1
o        Section 2.2       Special Meeting                                              1
o        Section 2.3       Place of Meeting                                             1
o        Section 2.4       Notice of Meeting                                            2
o        Section 2.5       Organization; Order of Business                              2
o        Section 2.6       Quorum and Adjournment                                       2
o        Section 2.7       Voting; Manner of Acting                                     3
o        Section 2.8       Proxies                                                      5
o        Section 2.9       Notice of Stockholder Business and Nominations               5
o        Section 2.10      Inspectors of Elections; Opening and Closing the Polls       7
o        Section 2.11      Consent of Stockholders in Lieu of Meeting                   7

                                             ARTICLE III
                                         BOARD OF DIRECTORS

o        Section 3.1       General Powers                                               8
o        Section 3.2       Number, Tenure and Qualifications                            8
o        Section 3.3       Regular Meetings                                             8
o        Section 3.4       Special Meetings                                             8
o        Section 3.5       Notice                                                       8
o        Section 3.6       Conference Telephone Meetings                                9
o        Section 3.7       Quorum                                                       9
o        Section 3.8       Vacancies                                                    9
o        Section 3.9       Committees                                                   9
o        Section 3.10      Removal                                                      10
o        Section 3.11      Action by Unanimous Consent of Directors                     10

                                             ARTICLE IV
                                              OFFICERS

o        Section 4.1       Elected Officers                                             10
o        Section 4.2       Election and Term of Office                                  10
o        Section 4.3       Chairman of the Board                                        10
o        Section 4.4       Chief Executive Officer                                      11
o        Section 4.5       President                                                    11
o        Section 4.6       Secretary                                                    11
o        Section 4.7       Treasurer                                                    11
o        Section 4.8       Removal                                                      11
o        Section 4.9       Resignations                                                 12
o        Section 4.10      Vacancies                                                    12

                                                 ii
<PAGE>

                                              ARTICLE V
                                  STOCK CERTIFICATES AND TRANSFERS

o        Section 5.1       Stock Certificates and Transfers                             12

                                             ARTICLE VI
                                           INDEMNIFICATION

o        Section 6.1       Indemnification of Directors and Officers                    12
o        Section 6.2       Indemnification of Employees and Other Persons               14
o        Section 6.3       Non-Exclusivity of Rights                                    14
o        Section 6.4       Insurance                                                    14
o        Section 6.5       Other Financial Arrangements                                 14
o        Section 6.6       Other Relating to Insurance or Financial Arrangements        14
o        Section 6.7       Right of Indemnitee to Bring Suit                            15
o        Section 6.8       Amendment                                                    15
o        Section 6.9.      Notice and Other Indemnification Procedures                  16
o        Section 6.10      Exceptions                                                   16

                                             ARTICLE VII
                                      MISCELLANEOUS PROVISIONS

o        Section 7.1       Fiscal Year                                                  17
o        Section 7.2       Dividends                                                    17
o        Section 7.3       Seal                                                         17
o        Section 7.4       Waiver of Notice                                             17
o        Section 7.5       Audits                                                       17
o        Section 7.6       Contracts                                                    17
o        Section 7.7       Proxies                                                      18

                                            ARTICLE VIII
                                             AMENDMENTS

o        Section 8.1       Amendments                                                   18

                                             ARTICLE IX
                                             AMENDMENTS

o        Section 9.1       Changes in Nevada Law                                        18

</TABLE>

                                       iii
<PAGE>

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                  SULPHCO, INC.

                                    ARTICLE I
                               OFFICES AND RECORDS

            Section 1.1 REGISTERED AGENT AND REGISTERED OFFICE. The registered
agent will be determined from time to time by the Board of Directors. The office
of the registered agent shall be the registered office of the Corporation in the
State of Nevada.

            Section 1.2 OTHER OFFICES. The Corporation shall have a principal
executive office and may have such other offices, either within or without the
State of Nevada, as the Board of Directors may designate or as the business of
the Corporation may from time to time require.

            Section 1.3 BOOKS AND RECORDS. The books and records of the
Corporation may be kept at the Corporation's principal executive office or at
such other location or locations as may from time to time be designated by the
Board of Directors. Every director and officer shall have the absolute right at
any reasonable time for a purpose reasonably related to the exercise of such
individual's duties to inspect and copy all of the Corporation's books, records,
and documents of every kind and to inspect the physical properties of the
Corporation and/or its subsidiary corporations. Any such inspection may be made
in person or by agent or attorney.

                                   ARTICLE II
                                  STOCKHOLDERS

            Section 2.1 ANNUAL MEETING. Unless a written consent in lieu of the
annual meeting is executed in accordance with Section 2.11 below, the annual
meeting of the stockholders of the Corporation will be held at such date and
time as may be fixed by resolution of the Board of Directors.

            Section 2.2 SPECIAL MEETING. Special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board, the Chief Executive
Officer, the President or by the Board of Directors or at the request in writing
of stockholders owning at least fifty percent (50%) of the entire capital stock
of the Corporation issued and outstanding and entitled to vote.

            Section 2.3 PLACE OF MEETING. The Board of Directors may designate
the place of meeting for any meeting of the stockholders. If no designation is
made by the Board of Directors, the place of meeting will be the principal
executive office of the Corporation.

                                       1
<PAGE>

            Section 2.4 NOTICE OF MEETING. Except as otherwise required by law,
written, printed, or electronic notice, stating the place, day and hour of the
meeting and the purposes for which the meeting is called, will be prepared and
delivered by the Corporation not less than ten days nor more than sixty days
before the date of the meeting, either personally, by mail, or in the case of
stockholders who have consented to such delivery, by electronic transmission, to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice will be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid, addressed to the stockholder at his or her address
as it appears on the stock transfer books of the Corporation. Notice given by
electronic transmission will be effective (i) if by facsimile, when faxed to a
number where the stockholder has consented to receive such notice; (ii) if by
electronic mail, when mailed electronically to an electronic mail address at
which the stockholder has consented to receive such notice; (iii) if by posting
on an electronic network together with a separate notice of such posting, upon
the later to occur of (1) the posting or (2) the giving of separate notice of
the posting; or (iv) if by other form of electronic communication, when directed
to the stockholder in the manner consented to by the stockholder. Such further
notice will be given as may be required by law. Meetings may be held without
notice if all stockholders entitled to vote are present (except as otherwise
provided by law), or if notice is waived by those not present. Any previously
scheduled meeting of the stockholders may be postponed and (unless the
Corporation's Articles of Incorporation, as amended (the "Articles of
Incorporation") otherwise provides) any special meeting of the stockholders may
be cancelled, by resolution of the Board of Directors upon public notice given
prior to the time previously scheduled for such meeting of stockholders.

            Section 2.5 ORGANIZATION; ORDER OF BUSINESS. Meetings of
stockholders shall be presided over by the Chairman of the Board, or in the
absence of the Chairman of the Board by the Chief Executive Officer, or in the
absence of the Chief Executive Officer by the President, or in the absence of
the foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by the Board of Directors by a chairman chosen
at the meeting by the stockholders entitled to cast a majority of the votes
which all stockholders present in person or by proxy are entitled to cast. The
Secretary, or in the absence of the Secretary an assistant secretary, shall act
as secretary of the meeting, but in the absence of the Secretary and any
assistant secretary the chairman of the meeting may appoint any person to act as
secretary of the meeting. The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitation on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

            Section 2.6 QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or by the Articles of Incorporation, the holders of a majority of the voting
power of the outstanding shares of the Corporation entitled to vote generally in

                                       2
<PAGE>

the election of directors, represented in person or by proxy, will constitute a
quorum at a meeting of stockholders, except that when specified business is to
be voted on by a class or series voting separately as a class or series, the
holders of a majority of the voting power of the shares of such class or series
will constitute a quorum for the transaction of such business. The chairman of
the meeting or, in the absence of a chairman of the meeting, stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast may adjourn the meeting from time to
time, whether or not there is such a quorum (or, in the case of specified
business to be voted on by a class or series, the chairman or a majority of the
shares of such class or series so represented may adjourn the meeting with
respect to such specified business). No notice of the time and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

            Section 2.7 VOTING; MANNER OF ACTING.

            (a) Unless otherwise provided in the Articles of Incorporation, or
in any resolution providing for the issuance of the preferred stock adopted by
the Board of Directors pursuant to authority expressly vested in it by the
provisions of the Articles of Incorporation, each stockholder of record shall be
entitled to one (1) vote for each share of voting stock standing registered in
such stockholder's name on the record date.

            (b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of such representative capacity, even though the
shares do not stand in the name of such holder. In the case of shares under the
control of a receiver, the receiver may cast votes carried by such shares even
though the shares do not stand in the name of the receiver; provided, that the
order of a court of competent jurisdiction which appoints the receiver contains
the authority to cast votes carried by such shares. If shares stand in the name
of a minor, votes may be cast only by a parent of such minor or such other
guardian as may have provided the Corporation with written proof of appointment.

            (c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the chairman of the board, if
any, president or any vice president of such corporation and (ii) in the case of
a partnership, limited liability company or other legal entity, by an individual
representing such stockholder upon presentation to the Corporation of
satisfactory evidence of his or her authority to do so.


                                       3
<PAGE>

            (d) Notwithstanding anything to the contrary herein contained, the
Corporation shall not vote, directly or indirectly, shares of its own stock
owned by it; and such shares shall not be counted in determining the total
number of outstanding shares. If shares in the Corporation are held by the
Corporation in a fiduciary capacity, no votes shall be cast with respect thereto
on any matter except to the extent that the beneficial owner thereof possesses
and exercises a right to vote and gives the Corporation binding instructions on
how to vote.

            (e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote votes any of its shares
affirmatively and fails to specify the number of affirmative votes, it will be
conclusively presumed that the holder is casting affirmative votes with respect
to all shares held.

            (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:

                  (i) If only one person votes, the vote of such person binds
                  all.

                  (ii) If more than one person casts votes, the act of the
                  majority so voting binds all.

                  (iii) If more than one person casts votes, but the vote is
                  evenly split on a particular matter, the votes shall be deemed
                  cast proportionately, as split.

            (g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, action by the stockholders entitled to vote
on a matter other than the election of directors, is approved by and is the act
of the stockholders, if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action, unless voting by classes
is required for any action of the stockholders by the laws of the State of
Nevada, the Articles of Incorporation or these Bylaws, in which case the number
of votes cast in favor of the action by the voting power of each such class must
exceed the number of votes cast in opposition to the action by the voting power
of each such class.

            (h) If a quorum is present, unless elected by written consent
pursuant to these Bylaws and Section 78.320 of the Nevada Revised Statutes,
directors shall be elected by a plurality of the votes cast.

                                       4
<PAGE>

            Section 2.8 PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder or as may be permitted
by law, or by his or her duly authorized attorney-in-fact. Such proxy must be
filed with the Secretary of the Corporation or his or her representative, or
otherwise delivered telephonically or electronically as set forth in the
applicable proxy statement, at or before the time of the meeting.

            Section 2.9 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

            (a) Nominations of persons for election to the Board of Directors
and the proposal of business to be transacted by the stockholders may be made at
an annual meeting of stockholders (1) pursuant to the Corporation's notice with
respect to such meeting, (2) by or at the direction of the Board of Directors or
(3) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 2.9.

            (b) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to paragraph (a)(3) of this Section
2.9, (1) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
stockholder action under the Nevada General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph (b) of this Section
2.9, such stockholder or beneficial owner must, in the case of a proposal, have
delivered a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have
delivered prior to the meeting a proxy statement and form of proxy to holders of
a percentage of the Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this Section 2.9. To
be timely, a stockholder's notice will be delivered to the Secretary at the
principal executive offices of the Corporation not less than 45 or more than 75
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders or, if no such annual meeting was held, the date on
which the Corporation first mailed its information statement in lieu of the
preceding year's annual meeting of stockholder; provided, however, if the date
of the annual meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the anniversary of the preceding year's annual meeting or
effective date of the written consent, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of (x)
the 90th day prior to such annual meeting or (y) the 10th day following the day
on which public announcement of the date of such meeting is first made. Such
stockholder's notice will set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

                                       5
<PAGE>

and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the Corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
"Solicitation Notice").

            (c) Notwithstanding anything in the second sentence of paragraph (b)
of this Section 2.9 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least 55 days prior to the
Anniversary, a stockholder's notice required by this Section 2.9 will also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it will be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

            (d) Only persons nominated in accordance with the procedures set
forth in this Section 2.9 will be eligible to serve as directors and only such
business will be conducted at an annual meeting of stockholders as will have
been brought before the meeting in accordance with the procedures set forth in
this Section 2.9. The chairman of the meeting will have the power and the duty
to determine whether a nomination or any business proposed to be brought before
the meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
will not be presented for stockholder action at the meeting and will be
disregarded.

            (e) Only such business will be conducted at a special meeting of
stockholders as will have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the


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<PAGE>

Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who will be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
2.9. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by paragraph (b) of this Section 2.9 will be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting.

            (f) For purposes of this Section 2.9, "public announcement" will
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.

            (g) Notwithstanding the foregoing provisions of this Section 2.9, a
stockholder will also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.9. Nothing in this Section 2.9 will be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

            Section 2.10 INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.

            (a) The Board of Directors by resolution will appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable to act, at a meeting of stockholders, the
chairman of the meeting will appoint one or more inspectors to act at the
meeting.

            (b) The chairman of the meeting will fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting. Section

            2.11 CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a written consent thereto is signed by the holders of the voting
power of the Corporation that would be required at a meeting to constitute the
act of the stockholders. Whenever action is taken by written consent, a meeting
of stockholders need not be called or notice given. The written consent may be
signed in counterparts, including, without limitation, facsimile counterparts,
and shall be filed with the minutes of the proceedings of the stockholders.

                                       7
<PAGE>

                                   ARTICLE III
                               BOARD OF DIRECTORS

            Section 3.1 GENERAL POWERS. The business and affairs of the
Corporation will be managed by or under the direction of the Board of Directors.
In addition to the powers and authority expressly conferred upon them by statute
or by the Articles of Incorporation or by these Bylaws, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.

            Section 3.2 NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights
of the holders of any series of Preferred Stock to elect additional directors
under specified circumstances, the number of directors will be fixed from time
to time exclusively by the Board of Directors, and each director elected will
hold office until his or her successor is elected and qualified.

            Section 3.3 REGULAR MEETINGS. The Board of Directors may, by
resolution, provide the time and place for the holding of regular meetings
without notice other than such resolution.

            Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors will be called at the request of the Chairman of the Board, the Chief
Executive Officer, the President, the Independent Director, or a majority of the
Board of Directors. The person or persons authorized to call special meetings of
the Board of Directors may fix the place and time of the meetings. The
"Independent Director" means any independent director serving on the Audit
Committee of the Board of Directors.

            Section 3.5 NOTICE. Notice of any special meeting will be given to
each director at his or her business or residence in writing or by facsimile
transmission, telephone communication, electronic transmission (provided, with
respect to electronic transmission, that the director has consented to receive
the form of transmission at the address to which it is directed), or overnight
courier. If mailed, such notice will be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least five days before such meeting. If by facsimile transmission or other
electronic transmission, such notice will be transmitted at least twenty-four
hours before such meeting. If by telephone, the notice will be given at least
twelve hours prior to the time set for the meeting. If by overnight courier, the
notice will be given to a nationally recognized overnight courier, with delivery
costs prepaid and delivery scheduled for the business day preceding the day of
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting, except for amendments to these Bylaws as provided under
Section 8.1 of Article VIII hereof. A meeting may be held at any time without
notice if all the directors are present (except as otherwise provided by law) or
if those not present waive notice of the meeting in writing, either before or
after such meeting.

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<PAGE>

            Section 3.6 CONFERENCE TELEPHONE MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting will constitute
presence in person at such meeting.

            Section 3.7 QUORUM. A whole number of directors equal to at least a
majority of the elected and qualified directors of the Corporation who are
currently serving as such will constitute a quorum for the transaction of
business, provided that a quorum may never be less than 1/3 of the total number
of directors authorized (including any vacancies). If at any meeting of the
Board of Directors there is less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time without further
notice. The act of the majority of the directors present at a meeting at which a
quorum is present will be the act of the Board of Directors.

            Section 3.8 VACANCIES. Subject to the rights of the holders of any
series of preferred stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause will, unless
otherwise provided by law or by resolution of the Board of Directors, be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen will hold office until their respective
successors are elected and qualified. No decrease in the authorized number of
directors will shorten the term of any incumbent director.

            Section 3.9    COMMITTEES.

            (a) The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, will have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that no committee will have
power or authority in reference to the following matters: (1) approving,
adopting, or recommending to stockholders any action or matter required by law
to be submitted to stockholders for approval or (2) adopting, amending, or
repealing any bylaw

                                       9
<PAGE>

            (b) Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business. In the absence of such rules each committee will
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to these Bylaws.

            Section 3.10 REMOVAL. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any directors, or the entire Board
of Directors, may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the voting power of all of the then-outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

            Section 3.11 ACTION BY UNANIMOUS CONSENT OF DIRECTORS. The Board of
Directors may take action without the necessity of a meeting by unanimous
consent of directors. Such consent may be in writing or given by electronic
transmission.

                                   ARTICLE IV
                                    OFFICERS

            Section 4.1 ELECTED OFFICERS. The elected officers of the
Corporation will be a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Treasurer, and such other officers as the Board of
Directors from time to time may deem proper. The Chairman of the Board must be
chosen from the directors. An individual may hold more than one office. All
officers chosen by the Board of Directors will each have such powers and duties
as generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers will also have powers and duties as
from time to time may be conferred by the Board of Directors or by any committee
thereof.

            Section 4.2 ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation will be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders or held after the execution of a written consent in lieu of the
annual meeting. If the election of officers will not be held at such meeting,
such election will be held as soon thereafter as convenient. Subject to Section
4.7 of these Bylaws, each officer will hold office until his or her successor is
duly elected and qualified or until his or her death or until he or she resigns.

            Section 4.3 CHAIRMAN OF THE BOARD. The Chairman of the Board or a
director designated by the Chairman of the Board in his absence will preside at
all meetings of the Board.

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            Section 4.4 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
will be the general manager of the Corporation, subject to the control of the
Board of Directors, and as such will preside at all meetings of stockholders,
will have general supervision of the affairs of the Corporation, will sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, will make reports to the Board of Directors and stockholders, and
will perform all such other duties as are incident to such office or are
properly required by the Board of Directors.

            Section 4.5 PRESIDENT. The President will be the chief operating
officer of the Corporation and will be subject to the general supervision,
direction, and control of the Chief Executive Officer unless the Board of
Directors provides otherwise.

            Section 4.6 SECRETARY. The Secretary will give, or cause to be
given, notice of all meetings of stockholders and directors and all other
notices required by law or by these Bylaws, and in case of his or her absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman of the Board, the Chief Executive Officer or
the President, or by the Board of Directors, upon whose request the meeting is
called as provided in these Bylaws. The Secretary will record all the
proceedings of the meetings of the Board of Directors, any committees thereof
and the stockholders of the Corporation in a book to be kept for that purpose,
and will perform such other duties as may be assigned to him by the Board of
Directors, the Chairman of the Board or the President.

            Section 4.7 TREASURER. The Treasurer will have the custody of the
corporate funds and securities and will keep full and accurate receipts and
disbursements in books belonging to the Corporation. The Treasurer will deposit
all moneys and other valuables in the name and to the credit of the Corporation
in such depositories as may be designated by the Board of Directors. The
Treasurer will disburse the funds of the Corporation in accordance with the
procedures as may be adopted by the Board of Directors from time to time, taking
proper vouchers for such disbursements. The Treasurer will render to the
Chairman of the Board, the President and the Board of Directors, whenever
requested, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer will give the Corporation a bond for the faithful discharge of his
or her duties in such amount and with such surety as the Board of Directors will
prescribe.

            Section 4.8 REMOVAL. The Chief Executive Officer, the President, the
Secretary, the Treasurer and any officer elected by the Board of Directors may
be removed by the Board of Directors whenever, in their judgment, the best
interests of the Corporation would be served thereby. No elected officer will
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his or her successor or his
or her death, resignation, or removal, whichever event will first occur, except
as otherwise provided in an employment contract or an employee plan.

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            Section 4.9 RESIGNATIONS. Any director or any officer, whether
elected or appointed, may resign at any time by serving written notice of such
resignation on the Chairman of the Board, the President or the Secretary, or by
submitting such resignation by electronic transmission, and such resignation
will be deemed to be effective as of the close of business on the date said
notice is received by the Chairman of the Board, Chief Executive Officer, the
President, or the Secretary or at such later date as is stated therein. No
formal action will be required of the Board of Directors or the stockholders to
make any such resignation effective.

            Section 4.10 VACANCIES. A newly created office and a vacancy in any
office because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.

                                    ARTICLE V
                        STOCK CERTIFICATES AND TRANSFERS

            Section 5.1    STOCK CERTIFICATES AND TRANSFERS.

            (a) The interest of each stockholder of the Corporation will be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe. The shares of the
stock of the Corporation will be transferred on the books of the Corporation by
the holder thereof in person or by his or her attorney, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, and
with such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require.

            (b) The certificates of stock will be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if that person were
such officer, transfer agent or registrar at the date of issue.

                                   ARTICLE VI
                                 INDEMNIFICATION

            Section 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            (a) For purposes of this Article VI, (i) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving in any capacity at the request of the
Corporation as a director, officer, employee, agent, partner, member, managing
member, manager or fiduciary of, or in any other capacity for, another
corporation or any partnership, joint venture, limited liability company, trust,
or other enterprise; and (ii) "Proceeding" shall mean any threatened, pending,
or completed action, suit or proceeding (including, without limitation, an
action, suit or proceeding by or in the right of the Corporation), whether
civil, criminal, administrative, or investigative.

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<PAGE>

            (b) Each Indemnitee shall be indemnified and held harmless by the
Corporation to the fullest extent permitted by Nevada law, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection with any
Proceeding; provided that such Indemnitee either is not liable pursuant to NRS
78.138 or acted in good faith and in a manner such Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any Proceeding that is criminal in nature, had no reasonable
cause to believe that his or her conduct was unlawful. The termination of any
Proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in
a manner in which he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, or that, with respect to any criminal
proceeding he or she had reasonable cause to believe that his or her conduct was
unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue
or matter as to which the Indemnitee has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
Corporation or for any amounts paid in settlement to the Corporation, unless and
only to the extent that the court in which the Proceeding was brought or other
court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the Indemnitee is fairly and reasonably entitled
to indemnity for such amounts as the court deems proper. Except as so ordered by
a court and for advancement of expenses pursuant to this Section,
indemnification may not be made to or on behalf of an Indemnitee if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of law and was material to the cause of
action.

            (b) Indemnification pursuant to this Section shall continue as to an
Indemnitee who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators.

            (c) The expenses of directors and officers incurred in defending a
Proceeding involving alleged acts or omissions of such director or officer in
his or her capacity as a director or officer of the Corporation or while serving
in any capacity at the request of the Corporation as a director, officer,
employee, agent, partner, member, managing member, manager or fiduciary of, or
in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise, must be paid by the Corporation or through
insurance purchased and maintained by the Corporation or through other financial
arrangements made by the Corporation, promptly as they are incurred and in
advance of the final disposition of the 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 or she is
not entitled to be indemnified by the Corporation. To the extent that a director
or officer of the Corporation is successful on the merits or otherwise in
defense of any Proceeding, or in the defense of any claim, issue or matter
therein, the Corporation shall indemnify him or her against expenses, including
attorneys' fees, actually and reasonably incurred in by him or her in connection
with the defense.

                                       13
<PAGE>

            Section 6.2 INDEMNIFICATION OF EMPLOYEES AND OTHER PERSONS. The
Corporation may, by action of its Board of Directors and to the extent provided
in such action, indemnify employees and other persons as though they were
Indemnitees.

            Section 6.3 NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
provided in this Article shall not be exclusive of any other rights that any
person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation or these Bylaws, agreement, vote of stockholders or
directors, or otherwise.

            Section 6.4 INSURANCE. The Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
member, managing member or agent of another Corporation, partnership, limited
liability company, joint venture, trust, or other enterprise for any liability
asserted against him or her and liability and expenses incurred by him or her in
his or her capacity as a director, officer, employee or agent, or arising out of
his or her status as such, whether or not the Corporation has the authority to
indemnify him or her against such liability and expenses

            Section 6.5 OTHER FINANCIAL ARRANGEMENTS. The other financial
arrangements which may be made by the Corporation may include the following (i)
the creation of a trust fund; (ii) the establishment of a program of
self-insurance; (iii) the securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the Corporation;
(iv) the establishment of a letter of credit, guarantee or surety. No financial
arrangement made pursuant to this subsection may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud, or a knowing
violation of law, except with respect to advancement of expenses or
indemnification ordered by a court.

            Section 6.6 OTHER MATTERS RELATING TO INSURANCE OR FINANCIAL
ARRANGEMENTS. Any insurance or other financial arrangement made on behalf of a
person pursuant to this Section may be provided by the Corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the Corporation. In the absence
of fraud (i) the decision of the Board of Directors as to the propriety of the
terms and conditions of any insurance or other financial arrangement made
pursuant to this Section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and (ii) the insurance or other
financial arrangement is not void or voidable and does not subject any director
approving it to personal liability for his action; even if a director approving
the insurance or other financial arrangement is a beneficiary of the insurance
or other financial arrangement.

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<PAGE>

            Section 6.7 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim made by an
Indemnitee under this Article is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, except
in the case of a claim for an advancement of expenses, in which case the
applicable period will be ten days, the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses, the Indemnitee will be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the Indemnitee to enforce any right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) it will be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses the Corporation will be
entitled to recover such expenses upon a final adjudication that, the Indemnitee
has not met any applicable standard for indemnification. Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the Indemnitee has not met such
applicable standard of conduct, will create a presumption that the Indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article or otherwise will be on the Corporation.

            Section 6.8 AMENDMENT. The provisions of this Article VI relating to
indemnification shall constitute a contract between the Corporation and each of
its directors and officers which may be modified as to any director or officer
only with that person's prior written consent specifically referring to these
provisions or as specifically provided in this Article. Notwithstanding any
other provision of these Bylaws relating to their amendment generally, any
repeal or amendment of this Article which is adverse to any director or officer
shall apply to such director or officer only on a prospective basis, and shall
not limit the rights of an Indemnitee to indemnification with respect to any
action or failure to act occurring prior to the time of such repeal or
amendment.


                                       15
<PAGE>

            Section 6.9 NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

            (a) Promptly after receipt by the Indemnitee of notice of the
commencement of or the threat of commencement of any Proceeding, the Indemnitee
shall, if the Indemnitee believes that indemnification with respect thereto may
be sought from the Corporation, notify the Corporation of the commencement or
threat of commencement thereof.

            (b) If, at the time of the receipt of a notice of the commencement
of a Proceeding, the Corporation has D&O Insurance in effect, the Corporation
shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The
Corporation shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, amounts payable as a result
of such proceeding in accordance with the terms of such D&O Insurance policies.

            (c) In the event the Corporation shall be obligated to advance the
expenses for any Proceeding against the Indemnitee, the Corporation, if
appropriate, shall be entitled to assume the defense of such proceeding, with
counsel approved by the Indemnitee (which approval shall not be unreasonably
withheld), upon the delivery to the Indemnitee of written notice of its election
to do so. After delivery of such notice, approval of such counsel by the
Indemnitee and the retention of such counsel by the Corporation, the Corporation
will not be liable to the Indemnitee under these Bylaws for any fees of counsel
subsequently incurred by the Indemnitee with respect to the same proceeding,
provided that: (a) the Indemnitee shall have the right to employ his own counsel
in any such proceeding at the Indemnitee's expense; and (b) if (i) the
employment of counsel by the Indemnitee has been previously authorized by the
Corporation, (ii) the Indemnitee shall have reasonably concluded that there may
be a conflict of interest between the Corporation and the Indemnitee in the
conduct of any such defense, or (iii) the Corporation shall not, in fact, have
employed counsel to assume the defense of such proceeding, then the fees and
expenses of the Indemnitee's counsel shall be at the expense of the Corporation.

            Section 6.10 EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Corporation shall not be obligated:

            (a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses
to the Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, except with respect to
proceedings specifically authorized by the Board or brought to establish or
enforce a right to indemnification and/or advancement of expenses arising under
these Bylaws, the Articles of Incorporation or Bylaws of the Corporation or any
subsidiary or any statute or law, but such indemnification or advancement of
expenses may be provided by the Corporation in specific cases if the Board finds
it to be appropriate; or

            (b) UNAUTHORIZED SETTLEMENTS. To indemnify the Indemnitee hereunder
for any amounts paid in settlement of a proceeding unless the Corporation
consents in advance in writing to such settlement, which consent shall not be
unreasonably withheld or delayed; or

            (c) SECURITIES LAW ACTIONS. To indemnify the Indemnitee on account
of any suit in which judgment is rendered against the Indemnitee for an
accounting of profits made from the purchase or sale by the Indemnitee of
securities of the Corporation pursuant to the provisions of Section 16(b) of the
Exchange Act or similar provisions of any federal, state or local statutory law.


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                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

            Section 7.1 FISCAL YEAR. The fiscal year-end of the Corporation
shall be such date as may be fixed from time to time by resolution of the Board
of Directors.

            Section 7.2 DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Articles of
Incorporation.

            Section 7.3 SEAL. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed, affixed or otherwise reproduced. Except when otherwise specifically
provided herein, any officer of the Corporation shall have the authority to
affix the seal to any document requiring it.

            Section 7.4 WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the Nevada General Corporation Law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, will be deemed equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, any annual or special
meeting of the stockholders or the Board of Directors need be specified in any
waiver of notice of such meeting.

            Section 7.5 AUDITS. The accounts, books and records of the
Corporation will be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Audit Committee of the
Board of Directors, and it will be the duty of the Audit Committee of the Board
of Directors to cause such audit to be made annually.

            Section 7.6 CONTRACTS. Except as otherwise required by law, the
Articles of Incorporation or these Bylaws, any contracts or other instruments
may be executed and delivered in the name and on the behalf of the Corporation
by such officer or officers of the Corporation as the Board of Directors may
from time to time direct. Such authority may be general or confined to specific
instances as the Board may determine. The Chairman of the Board or the President
may execute bonds, contracts, deeds, leases and other instruments to be made or
executed for or on behalf of the Corporation. Subject to any restrictions
imposed by the Board of Directors or the Chairman of the Board, the Chief
Executive Officer, or the President of the Corporation may delegate contractual
powers to others under his or her jurisdiction, it being understood, however,
that any such delegation of power will not relieve such officer of
responsibility with respect to the exercise of such delegated power.

                                       17
<PAGE>

            Section 7.7 PROXIES. Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board, or the President may from
time to time appoint any attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation or other entity, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock and other securities of such other corporation or other entity, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he or she may deem necessary or proper under the
circumstances.

                                  ARTICLE VIII
                                   AMENDMENTS

            Section 8.1 AMENDMENTS. Subject to the provisions of the Articles of
Incorporation, these Bylaws may be amended, altered, added to, rescinded or
repealed at any meeting of the Board of Directors or of the stockholders,
provided notice of the proposed change was given in the notice of the meeting.

                                   ARTICLE IX
                                   AMENDMENTS

            Section 9.1 CHANGES IN NEVADA LAW. References in these Bylaws to
Nevada law or the Nevada Revised Statutes or to any provision thereof shall be
to such law as it existed on the date these Bylaws were adopted or as such law
thereafter may be changed; provided that (a) in the case of any change which
expands the liability of directors or officers or limits the indemnification
rights or the rights to advancement of expenses which the Corporation may
provide in Article VI hereof, the rights to limited liability, to
indemnification and to the advancement of expenses provided in the Corporation's
Articles of Incorporation and/or these Bylaws shall continue as theretofore to
the extent permitted by law; and (b) if such change permits the Corporation,
without the requirement of any further action by stockholders or directors, to
limit further the liability of directors or officers or to provide broader
indemnification rights or rights to the advancement of expenses than the
Corporation was permitted to provide prior to such change, then liability
thereupon shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted by law.

                           CERTIFICATE OF SECRETARY OF

                                  SULPHCO, INC.

            The undersigned, Kirk S. Schumacher, hereby certifies that he is the
duly elected and acting Secretary of SulphCo, Inc., a Nevada corporation, and
that the Bylaws attached hereto constitute the Bylaws of SulphCo, Inc. as duly
adopted by its Directors on April 18, 2003.


April 18, 2003                                  /S/  KIRK S. SCHUMACHER
                                                ---------------------------
                                                Kirk S. Schumacher, Secretary

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