ARTICLES OF MERGER
                                       OF
                NEXTPATH TECHNOLOGIES, INC., a Nevada corporation
                                       and
                  EPILOGUE CORPORATION, a Delaware Corporation

         The  undersigned  corporations,  NEXTPATH TECHNOLOGIES, INC.,  a Nevada
corporation  ("NextPath")  and  EPILOGUE  CORPORATION,  a  Delaware  corporation
("Epilogue"), do hereby certify:

         1.  NextPath is a corporation duly organized and validly existing under
the laws of the State of Nevada.

         2.  Epilogue is a corporation duly organized and validly existing under
the laws of the State of Delaware.

         3.  NextPath and Epilogue are parties to a Merger Agreement pursuant to
which  Epilogue  will  be merged  with and  into NextPath.  Nextpath will be the
surviving  corporation in the merger and Epilogue will cease to exist.  Pursuant
to  the  Merger  Agreement  the  stockholders  of Epilogue will receive stock in
Nextpath.

        4.  The  Articles of  Incorporation  and  Bylaws of NextPath as existing
prior  to the  effective date of  the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.

        5.  The  complete  executed  Agreement  and  Plan  of Merger dated as of
November 11, 1999,  which sets forth the plan of merger providing for the merger
of  Epilogue with and  into  NextPath  is  on file  at the  corporate offices of
Nextpath.

        6.  A  copy of  the Agreement  and  Plan of  Merger will be furnished by
NextPath on request and without cost to any stockholder of any corporation which
is a party to the merger.

        7.  The plan of  merger as set forth in the Agreement and Plan of Merger
has been approved  by the  Board of Directors  of NextPath  at a  meeting of the
Board of Directors held November 11, 1999.

        8.  Stockholders  approval of  the  Agreement  and Plan of Merger by the
stockholders of NextPath is not required pursuant to NRS 92A.130(1).

        9.  The plan of merger as  set forth in the Agreement and Plan of Merger
has been approved  by  Unanimous Written Consent  of  the  Board of Directors of
Epilogue dated November 11, 1999.

        10. The plan of  merger as set forth in the Agreement and plan of Merger
has been approved by  Unanimous Written Consent  of the Shareholders of Epilogue
dated November 11, 1999.

<PAGE>

        11. The manner in which the exchange  of issued  share of Epilogue shall
be affected is set forth in the Merger Agreement.

        IN WITNESS WHEREOF,  the  undersigned  have  executed  these  Article of
Merger on the 11th day of November, 1999.


        NEXTPATH TECHNOLOGIES, INC.                    EPILOGUE CORPORATION
           a Nevada Corporation                       a Delaware Corporation



     By:/s/James R. Ladd                           By
        ----------------------------                 ---------------------------

STATE OF
                         SS.
COUNTY OF


     On               before me, a Notary Public, personally appeared JAMES LADD
who is the president of NEXTPATH TECHNOLOGIES, INC>, and who is personally known
to me (or proved to me  on the  basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized  capacities  and  that, by his signatures on
the instrument, the person or the entity upon  behalf of which the person acted,
executed the instrument.

     WITNESS my hand and official seal.


                                             -----------------------------------
                                             Notary Public



STATE OF City of Wash.
                              SS.
COUNTY OF District of Columbia


     On November 12, 1999 before me, a Notary Public, personally  appeared JAMES
     who is the president of EPILOGUE CORPORATION,  and who  is personally known
to me (or proved to me  on the  basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized  capacities  and  that, by his signatures on
the instrument, the person or the entity upon  behalf of which the person acted,
executed the instrument.

     WITNESS my hand and official seal.


                                             -----------------------------------
                                             Notary Public
<PAGE>

        11. The manner in which the exchange  of issued  share of Epilogue shall
be affected is set forth in the Merger Agreement.

        IN WITNESS WHEREOF,  the  undersigned  have  executed  these  Article of
Merger on the 11th day of November, 1999.


        NEXTPATH TECHNOLOGIES, INC.                    EPILOGUE CORPORATION
           a Nevada Corporation                       a Delaware Corporation



     By:/s/James R. Ladd                           By
        ----------------------------                 ---------------------------

STATE OF
                         SS.
COUNTY OF Orange


     On November 12, 1999 before me,  a Notary Public, personally appeared JAMES
LADD who is the president of NEXTPATH TECHNOLOGIES, INC.,  and who is personally
known to me  (or proved to me  on the  basis of satisfactory evidence) to be the
person whose  name is subscribed to the within instrument and acknowledged to me
that he  executed  the same  in his  authorized  capacities  and  that,  by  his
signatures on the instrument, the person or the entity upon  behalf of which the
person acted, executed the instrument.

     WITNESS my hand and official seal.


                                             -----------------------------------
                                             Notary Public



STATE OF
                              SS.
COUNTY OF


     On November 12, 1999 before me, a Notary Public, personally  appeared JAMES
     who is the president of EPILOGUE CORPORATION,  and who  is personally known
to me (or proved to me  on the  basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized  capacities  and  that, by his signatures on
the instrument, the person or the entity upon  behalf of which the person acted,
executed the instrument.

     WITNESS my hand and official seal.


                                             -----------------------------------
                                             Notary Public
<PAGE>


                             NEXTPATH TECHNOLOGIES

Mr. Frederic F. Wolfer, Jr.
8602 S. Braden Avenue
Tulsa, Oklahoma 74137

Dear Sir,

     Per your request, below you will find a signature, written by my hand.

     I  trust  this  will  help you.   Please don't  hesitate to call should you
require any additional information.



/s/Frederic F. Wolfer, Jr.
--------------------------
Frederic F. Wolfer, Jr.

For NextPath Technologies, Inc.
Vice President, Secretary

<PAGE>
                              Certificate of Merger
                                       Of
                              Epilogue Corporation
                            (A Delaware corporation)
                                      Into
                           Nextpath Technologies, Inc.
                             (A Nevada corporation)

                     Pursuant to Section 252 of the General
                    Corporation Law of the State of Delaware


        NEXTPATH  TECHNOLOGIES,   INC.,  a  Nevada  corporation,   and  EPILOGUE
CORPORATION, a Delaware corporation, hereby certify as follows:

        FIRST:  The  names and  jurisdictions  of the  constituent  corporations
are  Epilogue  Corporation,  a  Delaware corporation, and Nextpath Technologies,
Inc., a Nevada corporation.

        SECOND:  An Agreement  and Plan of Merger (the "Merger  Agreement")  has
been approved,  adopted,  certified,  executed and  acknowledged  by each of the
constituent   corporations  in  accordance  with  Section  252  of  the  General
Corporation Law of the State of Delaware and the Nevada Revised Statutes.

        THIRD:  The Merger  Agreement  has been  approved by action by unanimous
consent of the Board of Directors of Epilogue  Corporation on November 11, 1999,
and by written  consent  without a meeting of a majority of the  shareholders on
November 11, 1999.

        FOURTH:  The  Merger  Agreement  has   been   approved   by  action   by
unanimous  consent  of the Board of  Directors  of Nextpath  Technologies,  Inc.
on November 11, 1999 and  pursuant to the Nevada  Revised  Statutes  shareholder
approval is not required.

        FIFTH:  The surviving  corporation is  Nextpath Technologies,  Inc. (the
"Surviving  Corporation") and the articles  of  incorporation  of the  Surviving
Corporation  are the  articles  of  incorporation of Nextpath Technologies, Inc.

        SIXTH:  An  executed  copy  of the  Merger  Agreement  is on file at the
principal  place of business of the Surviving  Corporation  at 114 South Churton
Street,  Hillsborough,  North Carolina 27278 and a copy of the Merger  Agreement
will be furnished by the Surviving Corporation,  on request and without cost, to
any stockholder of either constituent corporation.

        SEVENTH: The authorized capital stock of Nextpath Technologies,  Inc., a
Nevada  corporation,  is 100,000,000 shares of common stock, $.001 par value per
share of which 29,972,031 shares have been issued and are outstanding.

<PAGE>

EIGHTH:  The  Surviving  Corporation  may be served with process in the State of
Delaware  in  any  proceeding  for  the  enforcement  of any  obligation  of any
corporation organized under the laws of the State of Delaware,  which is a party
to the  merger  and in any  proceeding  for the  enforcement  of the rights of a
dissenting  shareholder of any such corporation  organized under the laws of the
State of Delaware against the surviving corporation;

        The  Delaware  Secretary  of State  shall be and  hereby is  irrevocably
appointed as the agent of the Surviving Corporation to accept service of process
in any such  proceeding  for which the service of process shall be mailed to the
Surviving Corporation at 114 South Churton Street, Hillsborough,  North Carolina
27278.

        The  Surviving   Corporation   will  promptly  pay  to  the   dissenting
shareholders  of any  corporation  organized  under  the  laws of the  State  of
Delaware which is a party to the merger the amount,  if any, to which they shall
be entitled under the provisions of the Delaware  General  Corporation  Law with
respect to the rights of dissenting shareholders.

        NINTH:  This Certificate of Merger shall be effective  immediately  upon
its filing with the Secretary of State of the State of Delaware.


<PAGE>

        IN WITNESS WHEREOF, Epilogue Corporation and Nextpath Technologies, Inc.
have caused this  Certificate of Merger to be executed in their  corporate names
by the Presidents and attested to on the 12th day of November, 1999.


EPILOGUE CORPORATION                         NEXTPATH TECHNOLOGIES,  INC.


By:/s/James M. Cassidy                      By:/s/ James R. Ladd
   ------------------------------              ---------------------------------
Name: James M. Cassidy                      Name:  James R. Ladd
Title: President                            Title: President

<PAGE>

                            ARTICLES OF MERGER FOR

                               FSC HOLDINGS, INC.,

                              A NEVADA CORPORATION

        Pursuant to the provisions  of  Section 78.458  of  the  Nevada  Revised
Statutes, FSC Holdings, Inc.,  a Nevada corporation (the "Corporation"),  hereby
adopts  and files the following Articles of Merger as the surviving  corporation
to the  merger  of  Compact Power International, Inc.,  a  Delaware  corporation
("Compact"), with and into the Corporation:

        FIRST:  The name and place of incorporation of each corporation which is
a party to this merger is as follows:

        Name                                Place of Incorporation
        ----                                ----------------------
        FSC Holdings, Inc.                  Nevada
        Compact Power International         Delaware

        SECOND:  The  Agreement  and Plan of Merger  (the  "Plan") governing the
merger  between the  Corporation  and  Compact, has been adopted by the Board of
Directors of the Corporation and Compact.

        THIRD:  The approval of the  shareholders of the Corporation and Compact
was required to effectuate the merger. The number of shares of stock outstanding
in each of the corporations (and the number of votes entitled  to be cast) as of
the date of the  adoption of the Plan was as follows:

Entity                             Type of Shares   Number of Shares Outstanding
------                             --------------   ----------------------------

FSC Holdings, Inc.                      Common               85,043
Compact Power International, Inc.       Common                1,500

        The number of shares of  stock of each  corporation which  voted for and
against the Plan was as follows:

Entity                              Type of Share           For          Against
------                              --------------          ---          -------

FSC Holdings, Inc.                    Common               47,500         0
Compact Power International, Inc.     Common                1,500         0

        FOURTH:  The  number  of  votes  cast for the Plan by each  voting group
entitled  to vote  was sufficient for approval of the merger by each such voting
group.

        FIFTH:  Following  the merger Article I to the Articles of Incorporation
of the surviving corporation shall be amended as follows:

<PAGE>



               A.  Delete Article I  in its entirety and substitute in its place
        the following:

Article One.  The name of the Corporation is Hyperion Technologies,
        Inc.

        SIXTH: The complete executed Plan is on file at the registered office or
other place of business of the Corporation.

        SEVENTH:  A copy  of  the Plan will be furnished by the Corporation,  on
request  and without cost,  to any shareholder  of either corporation which is a
party to the merger.

        EIGHTH:  The merger will be effective upon the filing of the Articles of
Merger. DATED this 19th day of January, 1998.

                                       FSC HOLDINGS, INC., a Nevada corporation

                                       By/s/Robert Taylor
                                         ---------------------------------------
                                         Robert Taylor, President

STATE OF UTAH
                               SS.
COUNTY OF SALT LAKE

               On the 19th day of January,  1998,  personally appeared before me
Robert  Taylor,  personally  known  to  me or  proved  to me  on  the  basis  of
satisfactory  evidence,  and who, being by me duly sworn, did say that he is the
President of FSC  Holdings,  Inc.,  and that said  document was signed by him in
behalf of said  corporation  by authority of its bylaws,  and said Robert Taylor
acknowledged to me that said corporation executed the same. :.




                                             /s/M. Jeanne Ball
                                             -----------------------------------
                                             NOTARY PUBLIC



                                             By/s/Anita Patterson
                                               ---------------------------------
                                               Anita Patterson, Secretary


<PAGE>


STATE OF UTAH
                      SS.
COUNTY OF SALT LAKE

               On the 19th day of January,  1998,  personally appeared before me
Anita  Patterson,  personally  known  to me or  proved  to me on  the  basis  of
satisfactory  evidence, and who, being by me duly sworn, did say that she is the
Secretary of FSC  Holdings,  Inc.,  and that said  document was signed by her in
behalf of said corporation by authority of its bylaws,  and said Anita Patterson
acknowledged to me that said corporation executed the same.




                                             /s/M. Jeanne Ball
                                             -----------------------------------
                                             NOTARY PUBLIC


<PAGE>

                            CERTIFICATE OF CORRECTION
                TO THE ARTICLES OF MERGER FOR FSC HOLDINGS, INC.,
                              A NEVADA CORPORATION

               FSC Holdings, Inc.,  a Nevada  corporation  (the  "Corporation"),
hereby files the following Certificate of Correction  to the  Articles of Merger
between the Corporation  and  Petrogenetics, Inc.,  a Colorado corporation.  The
Articles of Merger  were filed on May 12, 1997.

               There  is  a typographical error in  the  Third  paragraph  under
"Number of Shares Outstanding".  This paragraph  states that Petrogenefics, Inc.
has  22,530,000  shares  outstanding.   The  Third  paragraph  should state that
Petrogenetics, Inc. has 42.530.000 shares outstanding.




                                             /s/Anita Patterson
                                             -----------------------------------
                                             Anita Patterson, President
<PAGE>

                             ARTICLES OF MERGER FOR

                               FSC HOLDINGS, INC.

                              A NEVADA CORPORATION

Pursuant to the provisions of Section  7-111-105 of the Colorado Revised
Statutes,  FS(Holdings,  Inc., a Nevada corporation (the "Corporation") with its
principal office located at 215 South State Street,  Suite 1100, Salt Lake City,
Utah 84111,  hereby adopts and   files the  following  Articles of Merger as the
surviving  corporation  to  the   merger  of  Petrogenetics,  Inc.,  a  Colorado
corporation ("Petrogenetics"),  with   and into the Corporation:

               FIRST:  A complete and executed copy of the Agreement and Plan of
Merger  (the  "Plan")   governing  the  merger  between  the   Corporation   and
Petrogenetics, as adopted  by the Boards of  Directors  of the  Corporation  and
Petrogenetics  and as  approved  by the  shareholders  of  the  Corporation  and
Petrogenetics  on May 8, 1997,  is attached  hereto as Exhibit  "A". The Plan is
incorporated herein by this reference.

               SECOND: The  approval of the  shareholders of the Corporation and
Petrogenetics was required to effectuate the merger.

               THIRD: The  number of  votes cast  for the  plan  by each  voting
entitled to vote separately on the  merger was  sufficient for  approval by that
voting group.

               FOURTH: The merger  is not  being  effected  pursuant  to section
7-111-104 of the Colorado Revised Statutes.

               DATED this 8th day of May, 1997.

                                       FSC HOLDINGS, INC., a Nevada corporation

                                       By/s/Anita Patterson
                                         ---------------------------------------
                                         Anita Patterson, President



                                       By/s/Robert Taylor
                                         ---------------------------------------
                                         Robert Taylor, Secretary

                                       PETROGENETICS, INC.


                                       By/s/Robert Taylor
                                         ---------------------------------------
                                         Robert Taylor, President


                                       By/s/Anita Patterson
                                         ---------------------------------------
                                         Anita Patterson, Secretary
<PAGE>

                             ARTICLES OF MERGER FOR
                               FSC HOLDINGS, INC.
                              A NEVADA CORPORATION


               Pursuant  to  the  provisions  of  Section 78.458  of  the Nevada
Revised Statutes, FSC Holdings, Inc., a Nevada corporation (the  "Corporation"),
hereby adopts and files the following  Articles of   Merger  as  the   surviving
corporation   to  the   merger  of Petrogenetics,  Inc.,  a Colorado corporation
("Petrogenetics"),  with and into the Corporation:

               FIRST:  The name and place of incorporation of  each  corporation
which is a party to this merger is as follows:

Name                     Place of Incorporation
               ----                     -----------------------

               Petrogenetics, Inc.              Colorado
               FSC Holdings, Inc.               Nevada

               SECOND:  The Agreement and Plan of Merger (the "Plan")  governing
the merger between the Corporation and  Petrogenetics,  has been adopted  by the
Board  of  Directors of the Corporation and Petrogenetics.

               THIRD:   The approval of the shareholders of the  Corporation and
Petrogenetics was required to effectuate the merger.  The number  of  shares  of
stock outstanding in each of the corporations (and the number of votes  entitled
to be cast) as of the date of the adoption of the Plan was as follows:

Entity                       Type of Shares         Number of Shares Outstanding
------                       --------------         ----------------------------

Petrogenetics, Inc.              Common
FSC Holdings, Inc.               Common                      100

               The number of shares of stock of each corporation which voted for
and against the Plan was as follows:

Entity                       Type of Shares            For        Against
------                       --------------            ---        -------

Petrogenetics, Inc.              Common                              0
FSC Holdings, Inc.               Common                100           0

               FOURTH:  The  number of votes  cast for thc  Plan by each  voting
group  entitled  to vote was  sufficient  for  approval  of the  merger  by each
such voting group.

               FIFTH:  Following  the merger  there  are  no  amendments  to the
Articles of Incorporation of the surviving company.

<PAGE>



               SIXTH:  The complete  executed  Plan is on file at the registered
office or other place of business of the Corporation.

               SEVENTH: A copy of the Plan will be furnished by the Corporation,
on request and without cost, to any shareholder of either corporation which is a
party to the merger.

               EIGHTH:  The  merger  will  be  effective  upon the filing of the
Articles of Merger. DATED this 8th day of May, 1997.

                                       FSC HOLDINGS, INC., a Nevada corporation



                                       By/s/Anita Patterson
                                         --------------------------------------
                                         Anita Patterson, President


STATE OF UTAH
                     SS
COUNTY OF SALT LAKE

        On  the  8th day of  May, 1997,  personally  appeared  before  me  Anita
Patterson,  personally known to me or proved to me on the  basis of satisfactory
evidence, and who, being by me duly sworn, did say that she is the President  of
FSC Holdings, Inc., and that said document  was signed  by her in behalf of said
corporation by authority of its bylaws, and said Anita Patterson acknowledged to
me that said corporation executed the same.



                                       /s/John S. Clayton
                                       ----------------------------------------
                                       NOTARY PUBLIC



                                       By/s/Robert Taylor
                                       ----------------------------------------
                                         Robert Taylor, Secretary


STATE OF UTAH
                       SS
COUNTY OF SALT LAKE

        On  the  8th day of  May, 1997,  personally  appeared  before  me Robert
Taylor,  personally  known  to me  or proved to me on the  basis of satisfactory
evidence, and who, being by me duly sworn, did say that  he is the Secretary  of
FSC Holdings, Inc., and that said document  was signed  by her in behalf of said
corporation by authority of its bylaws, and said Anita Patterson acknowledged to
me that said corporation executed the same.


<PAGE>

                                       /s/John S. Clayton
                                       ----------------------------------------
                                       NOTARY PUBLIC


                                       PETROGENETICS, INC.



                                       By/s/Robert Taylor
                                         --------------------------------------
                                         Robert Taylor, President


STATE OF UTAH
                      SS
COUNTY OF SALT LAKE

        On  the  8th day of  May, 1997,  personally  appeared  before  me Robert
Taylor,  personally  known  to me  or proved to me on the  basis of satisfactory
evidence, and who, being by me duly sworn, did say that he is the  President  of
Petrogenetics, Inc., and that said document was signed  by her in behalf of said
corporation by authority of its bylaws, and said Anita Patterson acknowledged to
me that said corporation executed the same.




                                       /s/John S. Clayton
                                       ----------------------------------------
                                       NOTARY PUBLIC



                                       By/s/Anita Patterson
                                         --------------------------------------
                                         Anita Patterson, Secretary

STATE OF UTAH
                      SS
COUNTY OF SALT LAKE

        On  the  8th day  of  May, 1997,  personally  appeared  before  me Anita
Patterson, personally known to me  or proved to me on the  basis of satisfactory
evidence, and who, being by me duly sworn, did say that she is the Secretary  of
Petrogenetics, Inc., and that said document was signed  by her in behalf of said
corporation by authority of its bylaws, and said Anita Patterson acknowledged to
me that said corporation executed the same.




                                       /s/John S. Clayton
                                       ----------------------------------------
<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                           HYPERION TECHNOLOGIES, INC.


        We the undersigned  as President and Secretary of Hyperion Technologies,
Inc. do hereby certify:

That the Board of  Directors of said  Corporation  at a Hyperion
Technologies,  Inc. meeting duly convened and held on the 29th day of June, 1999
adopted a Resolution to amend the original Articles as follows:

               A.   Delete Article I in its entirety and substitute in its place
                    the following:

               Article One.   The  name  of   the    Corporation   is   NextPath
Technologies, Inc.

               Said  amendment has been  consented to and approved by the owners
of  majority  of the duly issued and  outstanding  shares of common  stock which
represent a majority of sole class of common stock  outstanding  and entitled to
vote  thereon.  The  change is  effective  immediately  upon the  filing of this
Certificate.



                                             /s/James R. Ladd
                                             -----------------------------------
                                             James R. Ladd, President



                                             /s/Joshua W. Ladd
                                             -----------------------------------
                                             Joshua W. Ladd, Secretary/Treasurer

STATE OF NORTH Carolina
                         SS
COUNTY OF Pebin

          On this 20th day of July, 1999, personally appeared before me James R.
Ladd and Joshua W. Ladd personally known to me or provided to me on the basis of
satisfactory  evidence to be the persons  whose name is signed on the  preceding
document,  and acknowledged to me that they signed it voluntarily for its stated
purpose.



                                             ----------------------------------
                                             NOTARY PUBLIC
<PAGE>


                           CERTIFICATE OF AMENDMENT TO
                        THE ARTICLES OF INCORPORATION OF
                             PEAK DEVELOPMENT, INC.


        We the undersigned  as President and Secretary of Peak Development, Inc.
do hereby certify:

               That  the  Board of Directors  of  said  Corporation  at  a  Peak
        Development, Inc. meeting duly convened and held via  telephone  on  the
        1st day of May, 1997 adopted a Resolution to amend the original Articles
        as follows:

A. Delete Article I in its entirety and substitute  in its
               place the following:

                      Article One.  The name of the Corporation is FSC Holdings,
                Inc.

        Said amendment  has  been  consented  to  and  approved by the owners of
majority  of  the  duly  issued  and  outstanding  shares  of common stock which
represent a majority of the sole class of common stock outstanding and  entitled
to vote thereon. The change is effective immediately  upon the  filing  of  this
Certificate.



                                             /s/Anita Patterson
                                             ----------------------------------
                                             Anita Patterson, President



                                             /s/Robert Taylor
                                             ----------------------------------
                                             Robert Taylor, Secretary/Treasurer

STATE OF UTAH
                     SS
COUNTY OF SALT LAKE

     On  this  1st  day  of  May, 1997,  personally  appeared  before  me  Anita
Patterson, personally known to me or provided to me on the basis of satisfactory
evidence to be the person whose

<PAGE>

name is signed on the preceding document, and acknowledged to me that she signed
it voluntarily for its stated purpose.



                                             /s/John S. Clayton
                                             -----------------------------------
                                             NOTARY PUBLIC


STATE OF UTAH
                     SS
COUNTY OF SALT LAKE

     On  this  1st  day  of  May, 1997,  personally  appeared  before  me Robert
Taylor,  personally  known to me or provided to me on the basis of satisfactory
evidence to be the person whose name is signed on  the  preceding  document, and
acknowledged to me that she signed it voluntarily for its stated purpose.




                                             /s/John S. Clayton
                                             -----------------------------------
                                             NOTARY PUBLIC
<PAGE>



                          ARTICLES OF INCORPORATION
                                       OF
                             PEAK DEVELOPMENT, INC.


               The undersigned, natural person of eighteen years or more of age,
acting  as incorporator  of  a Corporation  (the "Corporation") under the Nevada
Revised  Statutes,  adopts  the  following  Articles  of  Incorporation  for the
Corporation:

                                    ARTICLE I
                               NAME OF CORPORATION

               The name of the Corporation is Peak Development, Inc.

                                ARTICLE II SHARES

               The aggregate  number of shares which this Corporation shall have
the  authority  to issue is  100,000,000 shares of Common Stock, $.001 par value
per share,  all of such common shares shall have the same rights and preferences
and shall be nonassessable;  and 1,000,000 shares of Preferred  Stock, $.001 par
value per share the preferred  stock  to be  issued  in such  series  with  such
rights,  preferences  and designations  as determined by the Corporation's board
of directors.  The  board of  directors of the  Corporation  shall have complete
authority to prescribe, the classes, series and number of each  class or  series
of  preferred  stock  and   the  voting   powers,   designations,   preferences,
limitations,  restrictions  and relative  rights of each  class or series of the
preferred stock.

                                   ARTICLE III
                           REGISTERED OFFICE AND AGENT

               The  address of the initial  registered office of the Corporation
is 1025 Ridgeview,  Suite 400,  Reno,  Nevada  89509 and the name of its initial
registered  agent at such  address is Michael J. Morrison.

                             ARTICLE IV INCORPORATOR

               The name and address of the incorporator is:

               NAME                                       ADDRESS

          Anita Patterson                     215 South State Street, Suite 1100
                                              Salt Lake City, Utah 84111


<PAGE>
                                    ARTICLE V
                                    DIRECTORS

               The  members of the governing board of the  Corporation  shall be
known  as  directors,  and  the  number  of  directors  may from time to time be
increased or decreased in such  manner as  shall be  provided  by the  bylaws of
the  Corporation, provided  that the  number of  directors  shall not be reduced
to less  than one (1).   The name and post office  address of the first board of
directors, which shall be two in number, are as follows:

               NAME                                         ADDRESS

          Robert Taylor                               620 East 3945 South
                                                      Salt Lake City, Utah 84107

          Anita Patterson                             380 East 4th Ave., Apt. A
                                                      Salt Lake City, Utah 84103


                                   ARTICLE VI
                                     GENERAL

               A. The  board of  directors  shall  have the power and  authority
to  make and  alter,  or amend,  the bylaws,  to  fix  the  amount  in  cash  or
otherwise,  to be  reserved  as working  capital,  and to authorize and cause to
be executed the  mortgages and liens upon the  property  and  franchises  of the
Corporation.

               B. The board of  directors  shall,  from time to time,  determine
whether,  and to  what  extent,  and  at which  times and places, and under what
conditions and regulations,  the accounts and books of this Corporation,  or any
of them, shall be open to the inspection of the stockholders; and no stockholder
shall  have  the  right  to  inspect  any  account,  book  or  document  of this
Corporation except as conferred by the Statutes of Nevada,  or authorized by the
directors or any resolution of the stockholders.

               C.  No sale, conveyance, transfer,  exchange or other disposition
of all or substantially all of the property and assets of this Corporation shall
be made  unless  approved  by the  vote or  written  consent of the stockholders
entitled to exercise  two-thirds (2/3) of the voting power of the Corporation.

               D.  The stockholders and directors shall have  the power  to hold
their meetings,  and keep the books,  documents  and  papers of  the Corporation
outside of the State of Nevada, and at such  place as  may from  time to time be
designated  by the  bylaws or  by  resolution  of  the  board  of  directors  or
stockholders,  except as otherwise required by the laws of the State of Nevada.

                                        2
<PAGE>


               E.  The  Corporation  shall indemnify  each  present  and  future
officer and director of  the  Corporation  and  each  person  who  serves at the
request  of  the  Corporation  as  an  officer  or director of the  Corporation,
whether or not such person is also an officer or  director  of the  Corporation,
against  all  costs,   expenses  and  liabilities,   including  the  amounts  of
judgments,  amounts   paid in  compromise  settlements  and  amounts  paid   for
services  of counsel  and other  related  expenses, which may be incurred  by or
imposed  on  him  in  connection  with  any  claim,  action,  suit,  proceeding,
investigation  or inquiry  hereafter made, instituted  or threatened in which he
may be involved as a party or otherwise  by reason of any past or future  action
taken or authorized  and approved by him or any omission to act as such  officer
or  director,  at  the  time  of  the  incurring  or  imposition of such  costs,
expenses,  or  liabilities,  except such costs, expenses or liabilities as shall
relate to matters as to which he  shall in  such action, suit or proceeding,  be
finally adjudged to be liable by reason of his negligence or willful  misconduct
toward  the Corporation  or  such  other  Corporation in  the performance of his
duties as such officer or director,  as to whether or not a director  or officer
was  liable  by  reason  of  his  negligence  or willful misconduct  toward  the
Corporation or such other Corporation  in the performance of his duties as such
officer or director, in the absence of such final adjudication of  the existence
of such liability,  the board of directors and  each  officer and  director  may
conclusively  rely upon an opinion of legal counsel selected by or in the manner
designed by the board of directors. The foregoing right of indemnification shall
not be exclusive  of other  rights to which any such officer or director  may be
entitled as a matter of law or otherwise,  and shall inure to the benefit of the
heirs, executors, administrators and assigns of each officer or director.

               The undersigned being the individual named in Article III, above,
as  the  initial  registered  agent  of the Corporation, hereby consents to such
appointment.

                                             /s/Michael J. Morrison
                                             -----------------------------------


               The  undersigned  incorporator   executed   these   Articles   of
Incorporation, certifying  that the  facts  herein stated are true this 29th day
of April, 1997.



                                             /s/Anita Patterson
                                             ----------------------------------

STATE OF UTAH
                        SS
COUNTY OF SALT LAKE

                                        3

<PAGE>
Mail to:
Colorado Secretary of State
Corporations Office
1575 Sherman St., 2nd Floor
Denver, CO 80203
(303) 866-2361


                            ARTICLES OF INCORPORATION



I/We, the  undersigned natural  person(s) of  the age of eighteen years or more,
acting as incorporator(s) of a corporation under  the Colorado Corporation  Act,
adopt the following  Articles of Incorporation for such corporation:

FIRST: The name of the corporation is PETROCENETICS, INC.

SECOND: The period of duration is Perpetual

THIRD: The purpose or purposes for which the corporation is organized: Any Legal
and Lawful Purpose Pursuant to the Colorado Corporation Code. The purpose of the
corporation is to enhance oil production by the means of  genetically engineered
microorganisms  and any  legal  and  lawful  purpose  pursuant  to  the Colorado
Corporation Code.

FOURTH:  The aggregate  number of  shares which  the corporation  shall have the
authority to  issue is  100,000,000 and  the par value  of  each  share shall be
1 mill (.001)

FIFTH: Cumulative voting of shares of stock is not aurthorized.

SIXTH:  Provisions limiting  or denying to  shareholders the preemptive right to
acquire additional or  treasury shares  of the  corporation, if any,  are: to be
decided by a two-thirds majority of the Board of Directors.

SEVENTH: The address of the  initial registered office of the corporation is 119
West Main, Florence, CO 81226
and the name of its initial registered agent as suchaddress is Craig B. Springer

EIGHTH: Address of the place ofbusiness: 119 West Main, Florence, CO 81226

NINTH:   The number  of directors constituting the initial board of directors of
the corporation  is three, and the names and addresses of the persons who are to
serve as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify: (At least 3.)

        NAME                                      ADDRESS (include zip code)


Craig Springer                                    Box 52, Florence. CO 81226
----------------------------------                ---------------------------

Jimmie Lloyd                                      Box 229, Florence, CO 81226
----------------------------------                ---------------------------

George Barrante                                   811 Lincoln St. Su. 300.
----------------------------------                ---------------------------
                                                  Denver, CO 80203

<PAGE>

TENTH: The name and address of each incorporator is: (At least l).


        NAME                                      ADDRESS (include zip code)

Craig B. Springer                                 Box 52, Florence, CO 81226
----------------------------------                ---------------------------

----------------------------------                ---------------------------


                                           Signed /s/Craig B. Springer
                                                  ----------------------------
  STATE OF    COLORADO
                                    SS
  COUNTY OF FREMONT

The foregoing  instrument was  acknowledged before me this 21 day of  March 1984
by Craig B. Springer

In witness whereof I have hereunto set my hand and seal.

My commission expires 2/23/1986

                                        ---------------------------------------
                                                     Notary Public

                                           119 West Main, Florence, CO 81226
                                        ---------------------------------------
                                                       Address


<PAGE>


                                     BYLAWS
                                       OF
                               FSC HOLDINGS, INC.

                               ARTICLE 1. OFFICES

               1.1 Business  Office.  The  principal  office of the  corporation
shall be located at any place  either  within or outside  the State of Nevada as
designated  in the  corporation's  most recent  document on file with the Nevada
Secretary of State,  Division of  Corporations.  The  corporation  may have such
other  offices,  either  within or  without  the State of Nevada as the board of
directors may designate or as the business of the  corporation  may require from
time to time.

               1.2 Registered  Office.  The registered office of the corporation
shall be  located  within  the  State  of  Nevada  and may be,  but need not be,
identical with the principal office. The address of the registered office may be
changed from time to time.

                             ARTICLE 2. SHAREHOLDERS

               2.1  Annual  Shareholder  Meetine.  The  annual  meeting  of  the
shareholders  shall be held on the 8th day of May in each year,  beginning  with
the year 1997 at the hour of 2:00 p.m.,  or at such other time on such other day
within such month as shall be fixed by the board of  directors,  for the purpose
of electing directors and for the transaction of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday  in the  State  of  Nevada,  such  meeting  shall  be held  on the  next
succeeding business day.

               2.2  Special  Shareholder   Meetine.   Special  meetings  of  the
shareholders,  for any purpose or purposes  described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the  president at the request of the holders of not less than  one-fourth of all
outstanding  votes of the  corporation  entitled  to be cast on any issue at the
meeting.

               2.3 Place of  Shareholder  Meeting.  The board of  directors  may
designate any place,  either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders,  unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or  without  the State of  Nevada,  as the place for the  holding of such
meeting.  If no designation is made by either the directors or unanimous  action
of the voting  shareholders,  the place of meeting  shall be at 215 South  State
Street #1100, Salt Lake City, Utah 84111.

<PAGE>

               2.4  Notice of Shareholder Meeting.   Written  notice stating the
date,  time, and  place of any  annual or  special  shareholder meeting shall be
delivered  not less  than 10  nor  more  than  60 days  before  the  date of the
meeting,  either  personally  or  by  mail,  by  or  at  the  direction  of  the
President,  the  board  of directors, or  other persons  calling the meeting, to
each  shareholder  of  record entitled  to vote at such meeting and to any other
shareholder  entitled  by  the Nevada Revised Statutes  (the "Statutes")  or the
articles  of incorporation  to receive  notice of  the meeting.  Notice shall be
deemed  to be effective  at  the earlier  of: (1) when  deposited  in the United
States  mail,  addressed  to  the  shareholder  at  his address as it appears on
the  stock transfer  books of  the  corporation,  with  postage thereon prepaid;
(2)  on the  date  shown  on  the  return  receipt  if  sent  by  registered  or
certified  mail,  return  receipt requested,  and the receipt is signed by or on
behalf  of the  addressee;  (3)  when received;  or (4)  3 days after deposit in
the  United  States  mail, if mailed  postpaid  and  correctly   addressed to an
address  other   than   that  shown  in  the  corporation's  current  record  of
shareholders.

               If any shareholder meeting is adjourned to a different date, time
or place,  notice need not be given of the new date,  time and place, if the new
date, time and place is announced at the meeting before adjournment.  But if the
adjournment  is for more than 30 days or ifa new record  date for the  adjourned
meeting  is or  must  be  fixed,  then  notice  must be  given  pursuant  to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.

               2.5  Waiver  of  Notice.   A  shareholder  may waive  any  notice
required by the Statutes,  the articles of incorporation,  or these bylaws, by a
writing signed by the shareholder  entitled to the notice, which is delivered to
the corporation  (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

                             (a) waives objection to lack of notice or defective
               notice of the meeting, unless the shareholder at the beginning of
               the  meeting  objects  to  holding  the  meeting  or  transacting
               business  at the meeting  because of lack of notice or  effective
               notice; and

                             (b)  waives   objection  to   consideration   of  a
               particular  matter at the meeting  that is not within the purpose
               or  purposes   described  in  the  meeting  notice,   unless  the
               shareholder   objects  to  considering  the  matter  when  it  is
               presented.

               2.6  Fixing  of  Record  Date.  For the  purpose  of  determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of   shareholders,   or   shareholders   entitled  to  receive  payment  of  any
distribution,  or in order to make a determination of shareholders for any other
proper  purpose,  the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the date on which
the particular action,  requiring such  determination of shareholders,  is to be
taken. If no record date is

                                       -2-
<PAGE>

so fixed  by the board for the determination of shareholders entitled  to notice
of, or to vote at a meeting  of  shareholders, the record date for determination
of  such  shareholders  shall  be  at the close of business on the day the first
notice is delivered to shareholders. If no  record date is  fixed  by the  board
for the determination of shareholders entitled  to receive a  distribution,  the
record  date shall  be the  date the  board  authorizes  the  distribution. With
respect to actions taken in writing without a meeting,  the record date shall be
the date the first shareholder signs the consent.

               When a determination of shareholders  entitled  to  vote  at  any
meeting  of  shareholders   has  been  made as provided  in  this Section,  such
determination  shall  apply  to  any  adjournment  thereof  unless  the board of
directors  fixes a new record date which it must  do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

               2.7  Shareholder  List.   After  fixing   a  record  date  for  a
shareholder meeting, the  corporation  shall  prepare a list of the names of its
shareholders entitled to be given notice of the meeting.  The  shareholder  list
must be available for inspection by any shareholder, beginning on the earlier of
10 days before the meeting  for which the list was  prepared or 2 business  days
after  notice  of  the  meeting  is  given for  which the list was prepared  and
continuing through the meeting,  and any adjournment  thereof. The list shall be
available  at  the  corporation's  principal  office  or  at a  place identified
in the meeting  notice in the city where the meeting is to be held.

               2.8 Shareholder Quorum and Voting Requirements.
                   -------------------------------------------

                   2.8.1 Quorum. Except as otherwise required by the Statutes or
the  articles  of  incorporation,  a  majority  of the outstanding shares of the
corporation,  represented  by  person or  by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists,  action on a matter, other
than  the  election  of directors,  is  approved if  the votes cast favoring the
action  exceed the  votes cast  opposing  the  action,  unless  the  articles of
incorporation or the Statutes require a greater number of affirmative votes.

                   2.8.2  Voting  of  Shares.  Unless  otherwise provided in the
articles of incorporation or these bylaws, each outstanding share, regardless of
class, is entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.

               2.9  Quorum  and  Voting  reouirements  of Voting Groups.  If the
articles of, incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.

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

                                      -3-
<PAGE>

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

               If  the  articles  of  incorporation or the Statutes  provide for
voting by two or more voting  groups on a matter, action on that matter is taken
only when voted upon by each of those  voting  groups counted separately. Action
may be taken by one voting group on a matter even  though  no action is taken by
another voting group entitled to vote on the matter.

               If  a   quorum  exists,   action  on   a  matter,  other than the
election of directors, by a voting  group is approved if the  votes  cast within
the voting group favoring the action  exceed the votes cast opposing the action,
unless the articles of incorporation or the Statutes require a greater number of
affirmative votes.

               2.10   Greater  Quorum  or  Voting Requirements.  The articles of
incorporation  may  provide  for  a  greater  quorum  or  voting requirement for
shareholders, or voting groups of shareholders,  than  is provided  for by these
bylaws.  An  amendment to the articles of incorporation  that adds, changes,  or
deletes a greater quorum or voting requirement for shareholders  must  meet  the
same quorum requirement and be  adopted  by the  same  vote  and  voting  groups
required to take action under the quorum  and voting  requirement then in effect
or proposed to be adopted, whichever is greater.

               2.11  Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy which is executed in writing  by the  shareholder  or
which is executed by his duly authorized attorney-in-fact.  Such proxy  shall be
filed  with  the  Secretary  of the  corporation or other person  authorized  to
tabulate  votes before  or at the  time of the meeting.  No proxy shall be Valid
after 11 months from the date of  its execution unless otherwise provided in the
proxy.  All proxies are revocable  unless they  meet  specific  requirements  of
irrevocability  set forth in the  Statutes.  The death or  incapacity of a voter
does not  invalidate  a  proxy  unless  the  corporation  is  put on notice.   A
transferee  for value who receives  shares  subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.

               2.12 Corporation's Acceptance of Votes.

                    2.12.1  If  the  name  signed  on  a vote,  consent, waiver,
proxy appointment, or proxy appointment revocation corresponds to the  name of a
shareholder,  the corporation,  if acting in good faith, is entitled  to  accept
the vote, consent,  waiver, proxy appointment,  or proxy appointment  revocation
and give it  effect as the act of the shareholder.

                    2.12.2  If the name signed on a vote, consent, waiver, proxy
appointment,  or proxy appointment revocation does not correspond to the name of
a shareholder,  the corporation,  if  acting  in  good  faith,  is  nevertheless
entitled to accept the vote, consent, waiver,

                                       -4-
<PAGE>

proxy appointment, or proxy appointment revocation and give it effect as the act
of the shareholder if:

                            (a) the  shareholder  is an  entity  as  defined  in
                    the Statutes  and the name signed  purports to be that of an
                    officer or agent of the entity;

                            (b)  the name  signed  purports  to  be that  of  an
                    administrator,    executor,    guardian,   or    conservator
                    representing  the  shareholder   and,  if  the   corporation
                    requests,  evidence  of  fiduciary  status acceptable to the
                    corporation has been presented with respect   to the   vote,
                    consent,  waiver,  proxy  appointment  or  proxy appointment
                    revocation;

                            (c)  the  name  signed   purports  to  be that of  a
                    receiver  or  trustee  in   bankruptcy  of  the  shareholder
                    and,  if the  corporation  requests, evidence of this status
                    acceptable  to  the  corporation  has  been  presented  with
                    respect to the vote, consent, waiver, proxy  appointment, or
                    proxy appointment revocation; or

                            (d)  the  name  signed   purports  to  be that  of a
                    pledgee,  beneficial  owner,  or  attorney-in-fact  of   the
                    shareholder  and,  if  the  corporation  requests,  evidence
                    acceptable to the corporation of the  signatory's  authority
                    to sign for the shareholder has been presented with  respect
                    to the vote,  consent, waiver,  proxy  appointment or  proxy
                    appointment revocation; or

                            (e)  two or more persons are the shareholder  as co-
                    tenants or fiduciaries and  the name  signed  purports to be
                    the  name of  at least  one of the  co-owners and the person
                    signing  appears to be acting on behalf of all co-tenants or
                    fiduciaries.

                    2.12.3 If shares are registered in the names of two or  more
persons, whether fiduciaries, members of a partnership, co-tenants, husband  and
wife as community  property,  voting  trustees, persons entitled to vote under a
shareholder  voting agreement or otherwise, or if two or more persons (including
proxy holders) have the same fiduciary relationship respecting  the same shares,
unless the  secretary of the corporation or other  officer or agent  entitled to
tabulate  votes is given  written notice to the contrary and is furnished with a
copy of the instrument or  order  appointing  them  or creating the relationship
wherein it is so  provided,  their acts with  respect  to voting  shall have the
following effect:

                            (a) if only one votes, such actbinds all;

                            (b) if more than one votes, the act of the  majority
                   so voting bind all;

                                       -5-
<PAGE>

                            (c)  if more than one votes,  but the vote is evenly
                    split on any particular matter, each  raction  may  vote the
                    securities in question proportionately.

                    If the instrument so filed or the registration of the shares
shows that any  tenancy is held in unequal  interests,  a majority or even split
for the purpose of this Section shall be a majority or even split in interest.

                    2.12.4 The  corporation  is  entitled  to  reject  a   vote,
consent,  waiver,  proxy  appointment  or  proxy  appointment  revocation if the
secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has  reasonable  basis for doubt about the  validity of the  signature on
it or about the signatory's authority to sign for the shareholder.

                    2.12.5 The corporation  and its officer or agent who accepts
or rejects a vote, consent,  waiver,  proxy  appointment  or  proxy  appointment
revocation  in good faith and in  accordance  with the standards of this Section
are not  liable  in  damages  to the  shareholder  for the  consequences  of the
acceptance or rejection.

                    2.12.6 Corporate action based on the acceptance or rejection
of a  vote, consent,  waiver, proxy appointment or proxy appointment  revocation
under this Section is valid unless a court of competent jurisdiction  determines
otherwise.

               2.13 Action bv Shareholders Without a Meeting.

                    2.13.1  Written Consent. Any action required or permitted to
be taken at a meeting of the shareholders may be taken  without  a  meeting  and
without  prior  notice if one or more  consents  in writing,  setting  forth the
action so taken, shall be signed by the holders of Outstanding shares having not
less than the minimum  ntunber of votes that would be necessary to  authorize'or
take such  action at a meeting at which all  shareholders  entitled to vote with
respect to the subject matter thereof were present and voted. Action taken under
this  Section has the same effect as action  taken at a duly called and convened
meeting of shareholders and may be described as such in any document.

                    2.13.2  Post-Consent Notice.  Unless the written consents of
all shareholders entitled  to vote have been obtained, notice of any shareholder
approval  withoui  a  meeting  shall  be given at  least  ten  days  before  the
consummation of the action authorized by such approval to (i) those shareholders
entitled to vote who did not consent in writing, and (ii) those shareholders not
entitled to vote.  Any such notice must be accompanied by the same material that
is  required  under the  Statutes to be sent in a notice of meeting at which the
proposed action would have been submitted to the shareholders for action.

                    2.13.3  Effective Date and Revocation of Consents. No action
taken  pursuant to this  Section shall be  effective unless all written consents
necessary to support the

                                       -6-
<PAGE>

action  are  received by  the  corporation  within  a  sixty-day period  and not
revoked.  Such action  is effective as  of the date the last written  consent is
received  necessary  to effect  the action, unless all of the  written  consents
specify  an  earlier or  later date  as the effective date  of the action.   Any
shareholder giving  a written  consent pursuant  to this Section  may revoke the
consent by a signed writing describing  the action  and stating that the consent
is revoked, provided that such writing is received by the corporation  prior  to
the effective date of the action.

                    2.13.4  Unanimous   onsent   for   Election  of   Directors.
Notwithstanding subsection (a), directors may not be elected  by written consent
unless such consent is unanimous by all shares entitled to vote for the election
of directors.

               2.14  Voting  for Director.  Unless  otherwise  provided  in  the
articles of incorporation,  every shareholder entitled to vote for the  election
of directors has the fight to cast, in person or by proxy, all of the  votes  to
which  the  shareholder's  shares  are entitled for as many persons as there are
directors to be elected and for whom election such  shareholder has the fight to
vote.  Directors are elected  by a  plurality  of  the  votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

                          ARTICLE 3. BOARD OF DIRECTORS

               3.1  General Powers. Unless the articles  of  incorporation  have
dispensed with or limited the  authority of the board of directors by describing
who will  perform  some  or  all  of  the  duties  of a board  of directors, all
corporate powers shall be exercised by or under the authority,  and the business
and  affairs of  the corporation  shall be  managed  under the direction, of the
board of directors.

               3.2  Number,  Tenure  and  Qualification  of   Directions.    The
authorized number of directors shall be two  (2); provided, however, that if the
corporation has less than two shareholders entitled  to  vote  for the  election
of  directors,  the board  of directors  may consist or  a number of individuals
equal to or greater than  the number of those shareholders.  The current  number
of directors  shall be within the limit  specified  above, as determined  (or as
amended form time to time) by a  resolution  adopted by either the  shareholders
or the directors.  Each director shall hold office until the next annual meeting
of shareholders or until the director's  earlier death, resignation, or removal.
However, if his term expires, he shall continue  to serve  until  his  successor
shall  have been  elected and  qualified,  or until  there is  a decrease in the
number of  directors.  Directors  do not  need  to be  residents  of  Nevada  or
shareholders of the corporation~

               3.3 Regular Meetings of the Board of Directors. A regular meeting
of the board  of directors  shall be  held without  other notice than this bylaw
immediately after, and at the same place as, the annual meeting of shareholders,
for  the purpose of  appointing officers  and transacting such other business as
may come before the meeting. The board of directors may provide, by  resolution,
the  time and  place  for the  holding  of additional regular  meetings  without
other notice than such resolution.

                                       -7-
<PAGE>

               3.4 Special Meetings of the Board of Directors.  Special meetings
of the board of directors may be called by or at the request of the president or
any director. The person  authorized  to  call special  meetings of the board of
directors may  fix any place as the place for holding any special meeting of the
board of directors.

               3.5  Notice  of,  and  Waiver  of  Notice  for,  Special Director
Meeting.  Unless the articles of incorporation  provide  for a longer or shorter
period,  notice of  the date,  time, and  place of any  special director meeting
shall be given at least two days previously thereto either orally or in writing.
Any director may waive  notice of any meeting.  Except as provided  in  the next
sentence,  the waiver  must be in writing and signed by the director entitled to
the notice. The attendance of a director  at a meeting shall constitute a waiver
of  notice of  such meeting,  except where a  director attends a meeting for the
express purpose of objecting  to  the  transaction  of any  business  and at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or  transacting  business at the  meeting,  and does not thereafter vote
for or assent to action taken at the meeting.  Unless required by  the  articles
of incorporation, neither  the business to be transacted at, nor the purpose of,
any special  meeting of the board of  directors  need be specified in the notice
or waiver of notice of such meeting.

               3.6 Director Quorum and Voting.

                    3.6.1  Quorum.   A  majority  of  the  number  of  directors
prescribed  by  resolution  shall  constitute  a  quorum  for the transaction of
business  at  any  meeting  of  the  board  of  directors unless the articles of
incorporation require a greater percentage.

                    Unless the articles of incorporation provide otherwise,  any
or all directors may participate in a regular or special  meeting by, or conduct
the  meeting  through  the  use  of,  any means of  communication  by which  all
directors participating may simultaneously hear each other during the meeting. A
director  participating  in  a meeting  by this means is deemed to be present in
person at the meeting.

                    A  director  who  is  present  at  a meeting of the board of
directors or a committee of the board of  directors  when  corporate  action  is
taken is deemed to have assented to the  action  taken unless:  (1) the director
objects at the beginning of the  meeting  (or  promptly  upon  his  arrival)  to
holding or transacting  business at the  meeting  and does not  thereafter  vote
for  or  assent  to  any  action  taken  at  the  meeting;  and (2) the director
contemporaneously  requests his  dissent or abstention as to any specific action
be  entered in  the minutes  of the meeting;  or (3) the director causes written
notice of  his dissent or  abstention  as to any specific  action be received by
the  presiding  officer  of  the  meeting  before  its  adjournment  or  to  the
corporation  immediately after adjournment of the meeting.  The right of dissent
or  abstention  is  not available to a director who votes in favor of the action
taken.

               3.7  Director  Action Without  a  Meeting. Any action required or
permitted to be  taken by  the  board  of  directors  at  a meeting may be taken
without a meeting if all the directors

                                      -8-

<PAGE>

consent to such action in writing.  Action taken by  consent is  effective  when
the last director signs the consent,  unless, prior to such time,  any  director
has  revoked a  consent by  a signed  writing received  by the  corporation,  or
unless the consent specifies a different effective date.  A signed  consent  has
the effect of a meeting vote and may be described as such in any document.

               3.8  Resignation of Directors.  A director may resign at any time
by giving a written notice of resignation to the corporation.  Such  resignation
is effective when the notice is received by the  corporation,  unless the notice
specifies a later effective date.

               3.9 Removal of Directors. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been  given  that a
purpose of the  meeting is such  removal.  The removal may be  with  or  without
cause unless the articles of  incorporation  provide  that directors may only be
removed with cause. If a director is elected by a voting group of  shareholders,
only the shareholders of that voting group may participate in the vote to remove
him.  A director  may be removed  only if the number of votes cast to remove him
exceeds  the  number of votes cast not to remove him.

               3.10  Board  of  Director  Vacancies.   Unless  the  articles  of
incorporation provide otherwise,  if a vacancy occurs on the board of directors,
including a vacancy  resulting from an increase in the number of directors,  the
shareholders  may fill the vacancy.  During such time that the shareholders fail
or are  unable  to fill such vacancies then and until the shareholders act:

                            (a) the board of directors may fill the vacancy; or

                            (b) if the board of  directors  remaining  in office
               constitute  fewer than  a quorum  of the board, they may fill the
               vacancy  by  the  affirmative  vote  or  a  majority  of  all the
               directors remaining in office.

               If the vacant office was held by a'director elected by  a  voting
group of shareholders:

                            (a) if there  are one or more  directors  elected by
               the same voting group,  only such directors are entitled  to vote
               to fill the vacancy if it is filled by the directors; and

                            (b) only the  holders of shares of that voting group
               are entitled to vote to fill the vacancy  if it  is filled by the
               shareholders.

               A vacancy that will occur at a specific later date (by reason  of
a resignation effective at a later date) may be filled before the vacancy occurs
but the new  director  may not take office until the vacancy occurs.

                                      -9-
<PAGE>


               3.11  Director  Compensation.   By  resolution  of  the  board of
directors, each director may be paid his expenses, if any, of attendance at each
meeting  of the  board  of directors and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the board of directors or both.
No such payment shall  preclude any director from  serving  the  corporation  in
any  other  capacity  and  receiving compensation therefor.

               3.12 Director Committees.

                    3.12.1  Creation  of  Committees.   Unless  the  articles of
incorporation  provide  otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them.  Each
committee must have one or more members,  who shall serve at the pleasure of the
board of directors.

                    3.12.2  Selection  of  Members.  The creation of a committee
and  appointment  of  members  to  it  must  be approved by the greater of (l) a
majority  of all the  directors in  office when  the action is taken or  (2) the
number of  directors  required  by  the articles of  incorporation  to take such
action.

                    3.12.3  Required Procedures.  Those Sections of this Article
3 which govern meetings,  actions without meetings, notice and waiver of notice,
quorum and voting requirements of the board of directors,  apply  to  committees
and their members.

                    3.12.4  Authority.   Unless  limited  by  the  articles   of
 incorporation, each committee may exercise those  aspects  of  the authority of
the board of directors which the board of directors confers  upon such committee
in  the  resolution  creating the committee.  Provided, however, a committee may
not:

                            (a) authorize distributions;

                            (b) approve or propose to  shareholders  action that
               the Statutes require be approved by shareholders;

                            (c) fill vacancies on the board of  directors or  on
               any of its committees;

                            (d) amend the articles of  incorporation pursuant to
               the authority of directors to do so;

                            (e) adopt, amend or repeal bylaws;

                            (f) approve  a  plan   of   merger   not   requiring
               shareholder approval;

                                      -10-

<PAGE>

                            (g)  authorize or approve  reacquisition of  shares,
               except  according  to a formula or method prescribed by the board
               of directors; or

                            (h)  authorize  or  approve  the issuance or sale or
               contract  for  sale of shares or  determine  the designation  and
               relative rights, preferences and limitations of a class or series
               of  shares,  except  that the board of directors  may authorize a
               committee  (or an  officer) to do so within  limits  specifically
               prescribed by the board of directors.

                               ARTICLE 4. OFFICERS

               4.1  Number of Officers. The officers of the corporation Shall be
a president,  a secretary and a treasurer,  each of whom shall be  appointed  by
the board of  directors.  Such other  officers and  assistant officers as may be
deemed necessary, including any vice presidents,  may also  be appointed  by the
board of  directors.  If specifically  authorized by  the board of directors, an
officer may appoint one  or  more  officers  or  assistant  officers.  The  same
individual may simultaneously  hold  more  than one  office  in the corporation.

               4.2  Appointment  and  Term  of  Office.   The  officers  of  the
corporation  shall  be  appointed  by  the  board  of  directors  for  a term as
determined by the board of directors.  If no term is specified,  they shall hold
office  until the  first meeting  of the  directors  held after  the next annual
meeting  of  shareholders.  If the  appointment of officers shall not be made at
such  meeting,  such  appointment  shall  be  made  as  soon  thereafter  as  is
convenient.  Each officer  shall hold office until his successor shall have been
duly  appointed  and shall  have  qualified  until  his death, or until he shall
resign or is removed.

               The designation of a specified term does not grant to the officer
any  contract rights,  and the board may remove the officer at any time prior to
the termination of such term.

               4.3  Removal of Officers.  Any officer or agent may be removed by
the board of  directors at any time, with or without cause.  Such  removal shall
be without prejudice to the contract rights, if any,  of the person so  removed.
Appointment  of an officer or agent shall not of itself create contract rights.

               4.4  Resignation of Officers. Any officer may resign at any time,
subject to why rights or  obligations  under any  existing contracts between the
officers  and the  corporation,  by giving  notice to the  president or board of
directors.  An  officer's  resignation  shall take  effect at the time specified
therein,  and the  acceptance of such resignation shall not be necessary to make
it effective.

               4.5  President.  Unless the board of directors has designated the
chairman of the board as chief executive officer,  the  president  shall be  the
chief executive officer of the corporation and, subject  to the  control  of the
board of directors, shall in general supervise and

                                      -11-
<PAGE>

control all of the business and affairs of the corporation.  Unless  there  is a
chairman  of  the  board,  the  president  shall,  when present,  preside at all
meetings of the shareholders  and of the board of directors.  The  president may
sign,  with  the  secretary  or  any other  proper  officer  of the  corporation
thereunder  authorized by the board of directors, certificates for shares of the
corporation and deeds, mortgages,  bonds, contracts, or other instruments  which
the board of directors  has authorized to be executed, except in cases where the
signing  and  execution  thereof  shall be expressly  delegated  by the board of
directors  or by these bylaws to some other officer or agent of the corporation,
or  shall  be  required  by law  to be  otherwise  signed  or  executed;  and in
general  shall  perform all duties  incident to the office of president and such
other duties as may be  prescribed  by the board of directors from time to time.

               4.6  Vice  Presidents.   If  appointed,  in  the  absence  of the
president  or in  the event of his death, inability or refusal to act, the  vice
president  (or  in  the  event there be more than one vice  president, the  vice
presidents  in  the  order  designate  at the  time  of  their  election,  or in
the  absence of any  designation,  then in the order of their appointment) shall
perform the duties of the president,  and when  so  acting,  shall  have all the
powers of, and be subject  to, all the restrictions upon the president.

               4.7  Secretary.  The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the board  of directors,  and any committees of
the board in one or more books provided  for that  purpose;  (b)  see  that  all
notices are duly given in accordance with these provisions of these bylaws or as
required by law;  (c) be  custodian of the corporate records; (d) when requested
or required, authenticate any records of the corporation; (e) keep a register of
the  post office  address of  each shareholder  which shall  be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice president,
certificates  for shares  of the corporation,  the issuance  of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the corporation; and  (h) in  general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the president or by the board of  directors.   Assistant
secretaries,  if any,  shall have  the same  duties and  powers,  subject to the
supervision of the secretary.

               4.8 Treasurer.  The treasurer shall:  (a) have charge and custody
of and  be responsible  for all  funds and  securities  of the  corporation; (b)
receive and give receipts for monies due and payable to the corporation from any
source  whatsoever,  and deposit all such  moneys in the name of the corporation
in such bank,  trust companies, or other  depositaries  shall be selected by the
board of  directors; and  (c) in general  perform all of the duties  incident to
the office of  treasurer  and  such  other  duties  as from  time to time may be
assigned  by the  president  or by the board  of  directors.  If required by the
board of directors, the treasurer  shall give a bond for the faithful  discharge
of his or her duties in such sum and with such surety or sureties  as the  board
of directors shall determine. Assistant treasurers,  if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

                                      -12-
<PAGE>

               4.9  Salaries.  The salaries of the officers  shall be fixed from
time to time by the board of directors.

                    ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
                        OFFICERS, AGENTS, AND EMPLOYEES

               5.1  Indemnification of Directors.  Unless otherwise provided  in
the articles of incorporation,  the corporation  shall indemnify  any individual
made a party to a proceeding because the  individual is or was a director of the
corporation,  against  liability  incurred  in  the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized,  as such
are defined in subsection (a) of this Section 5. I.

                    5.1.1  Determination of Authorization. The corporation shall
not indemnify a director under this Section unless:

                            (a) a  determination  has  been  made in  accordance
               with the procedures set forth  in  the Statutes that the director
               met the  standard of  conduct set  forth in subsection (b) below,
               and

                            (b)  payment has been authorized in accordance  with
               the procedures set forth  in  the Statutes  based on a conclusion
               that  the  expenses  are  reasonable,  the  corporation  has  the
               financial  ability  to  make  the  payment,  and   the  financial
               resources of the corporation  hould be devoted to this use rather
               than some other use by the corporation.

                    5.1.2 Standard of Conduct. The individual shall  demonstrate
that:
                            (a)  he  or she conducted himself in good faith; and

                            (b)  he or she reasonably believed:

                                 (i) in  the  case  of  conduct  in his official
                    capacity with the  corporation,  that his  conduct wasin its
                    best interests;

                                 (ii) in all other cases,  that his conduct  was
                    at least not, opposed to its best interests; and

                                 (iii)  in the  case of any criminal proceeding,
                    he or she had no reasonable cause to believe his conduct was
                    unlawful.

                    5.1.3  Indemnification  in   Derivative   Actions   Limited.
Indemnification permitted under this Section in connection with a proceeding  by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                                      -13-

<PAGE>

                    5.1.4   Limitation on Indemnification. The corporation shall
not indemnify a director under this Section of Article 5:

                            (a) in  connection  with a proceeding by  or in  the
               right  of the  corporation  in  which  the  director was adjudged
               liable to the corporation; or

                            (b) in connection with any other proceeding charging
               improper  personal  benefit  to  the  director,  whether  or  not
               involving  action in his or her official capacity, in which he or
               she was adjudged liable on  the  basis  that personal benefit was
               improperly received by the director.

               5.2  Advance of Expenses  for  Directors.   If a determination is
made following the procedures of the Statutes,  that the  director has  met  the
following requirements, and if an authorization of  payment  is  made  following
the procedures and standards  set forth  in the Statutes,  then unless otherwise
provided  in the  articles of  incorporation,  the corporation  shall pay for or
reimburse  the  reasonable  expenses  incurred by a director who is a  party  to
a proceeding in advance of final disposition of the proceeding, if:

                            (a) the director furnishes the corporation a written
               affirmation of his good faith belief that he has met the standard
               of conduct described in this section;

                            (b) the director furnishes the corporation a written
               undertaking, executed personally or on his behalf, to  repay  the
               advance if it is ultimately determined that he di  not  meet  the
               standard of conduct;

                             (c) a  determination  is made  that  the facts then
               known  to  those  making  the  determination  would  not preclude
               indemnification under this Section or the Statutes.

               5.3 Indemnification of Officers. Agents and Employees Who Are Not
Directors. Unless otherwise provided in the articles of incorporation, the board
of directors may  indemnify  and  advance expenses to any officer,  employee, or
agent of the corporation,  who  is not a  director  of the  corporation,  to the
same  extent as to a  director, or to any greater extent consistent with. public
policy, as determined  by the  general  or  specific  actions  of the  board  of
directors.

               5.4   Insurance.   By   action  of   the  board   of   directors,
notwithstanding  any interest of the  directors  in such action, the corporation
may  purchase and  maintain  insurance  on  behalf  of a person  who is or was a
director,  officer,  employee,  fiduciary or agent of  the corporation,  against
any liability  asserted against or incurred  by such  person in that capacity or
arising from such person's  status  as a director, officer, employee, fiduciary,
or agent, whether or not the corporation  would have the power to indemnify such
person under the applicable provisions of the Statutes.

                                      -14-
<PAGE>

                                ARTICLE 6. STOCK

               6.1  Issuance of Shares. The issuance or sale by the  corporation
of any shares of its authorized  capital stock of any class,  including treasury
shares, shall be made only upon authorization by the board of directors,  unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit  to  the  corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities  of the  corporation.  Shares shall be issued for such  consideration
expressed  in  dollars  as  shall  be fixed  from  time to time by the  board of
directors.

               6.2  Certificates for Shares.

                    6.2.1  Content.  Certificates  representing  shares  of  the
corporation  shall at  minimum, state  on their  face the  name  of  the issuing
corporation  and that it is formed  under the laws of the State of  Nevada;  the
name of the  person to whom  issued;  and the number and class of shares and the
designation of the series,  if any, the certificate  represents;  and be in such
form as determined by the board of directors.  Such certificates shall be signed
(either  manually or by facsimile)  by the president or a vice  president and by
the secretary or an assistant  secretary and may be sealed with a corporate seal
or a facsimile  thereof.  Each  certificate  for shares  shall be  consecutively
numbered or otherwise identified.

                    6.2.2  Legend as  to Class or Series.  If the corporation is
authorized  to issue  different  classes of shares or different  series within a
class, the designations, relative rights, preferences and limitations applicable
to  each  class  and the  variations  in  rights,  preferences  and  limitations
determined  for each  series (and the  authority  of the board of  directors  to
determine  variations for future series) must be summarized on the front or back
of each certificate.  Alternatively, each certificate may state conspicuously on
its  front or back  that the  corporation  will  furnish  the  shareholder  this
information on request in writing and without charge.

                    6.2.3  Shareholder List.  The name and address of the person
to whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the corporation.

                    6.2.4  Transferring Shares.  All certificates surrendered to
the corporation for transfer shall be canceled and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered and canceled, except that in cash of a lost, destroyed, or mutilated
certificate,  a new one may be issued  therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

                                      -15-
<PAGE>

               6.3  Shares Without Certificates.

                    6.3.1  Issuing  Shares  Without  Certificates.   Unless  the
articles  of  incorporation  provide  otherwise,  the  board  of  directors  may
authorize  the issue of some  or all  the shares of any or all of its classes or
series without  certificates.  The authorization  does not affect shares already
represented  by  certificatesuntil  they are surrendered to the corporation.

                    6.3.2  Information  Statement Required.  Within a reasonable
time after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written  statement  containing,  at a  minimum, the
information required by the Statutes.

               6.4  Registration of the Transfer of Shares. Registration  of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books  of the  corporation.  In order  to register a  transfer, the record owner
shall  surrender the shares to the  corporation   for   cancellation,   properly
endorsed by the appropriate person or persons with  reasonable  assurances  that
the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial owner of shares held by a  nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
shares stand in the books of the corporation shall be deemed by the  corporation
to be the owner thereof for all purposes.

               6.5  Restrictions on  Transfer or  Registration  of Shares.   The
board of directors or shareholders may  impose  restrictions  on the transfer or
registration  of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire  shares).  A  restriction  does not
affect shares issued before the  restriction  was adopted unless the holders  of
the  shares are  parties to the  restriction  agreement  or voted in favor of or
otherwise consented to the restriction.

               A restriction  on the  transfer  or  registration  of transfer of
shares may be authorized:

                            (a)  to maintain the corporation's status when it is
              dependent on the number or identity of its shareholders;

                            (b) to preserve entitlements, benefits or exemptions
              under federal or local laws; and

                            (c) for any other reasonable purpose.

              A restriction  on the  transfer  or  registration  of transfer  of
shares may:

                            (a)  obligate the  shareholder  first  to  offer the
              corporation  or  other   persons  (separately,  consecutively   or
              simultaneously) an opportunity to acquire the restricted shares;

                                      -16-
<PAGE>


                            (b) obligate  the  corporation  or   other   persons
               (separately,   consecutively  or  simultaneously)  to acquire the
               restricted shares;

                            (c) require  as  a  condition  to  such  transfer or
               registration,  that  any  one  or  more  persons,  including  the
               holders  of  any  of  its  shares,  approve   the   transfer   or
               registration    if   the   requirement   is   not   manifestly
               unreasonable; or

                            (d)  prohibit  the  transfer  or   the  registration
               of  transfer  of  the restricted shares to designated  persons or
               classes  of  persons,  if   the  prohibition  is  not  manifestly
               unreasonable.

               A  restriction on  the transfer  or  registration  of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if  the  restriction  is  authorized  by this Section and its existence is noted
conspicuously  on  the  front  or back  of the certificate or is comained in the
information  statement  required by  this Article 6 with regard to shares issued
without certificates.  Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

               6.6  Corporation's  Acquisition  of  Shares.  The corporation may
acquire  its own  shares and  the shares so  acquired constitute  authorized but
unissued shares.

               If  the  articles  of  incorporation  prohibit   the   reissue of
acquired  shares,  the number  of authorized  shares is reduced by the number of
shares  acquired,  effective  upon amendment  of the articles  of incorporation,
which  amendment may  be adopted by  the shareholders  or the board of directors
without  shareholder  action.  The articles  of  amendment  must be delivered to
the Secretary of State and must set forth:

                            (a) the name of the corporation;

                            (b) the  reduction  in  the  number  of   authorized
               shares, itemized by class and series;

                            (c)  the   total   number   of   authorized  shares,
               itemized by class and series, remaining after reduction  of  the
               shares; and

                            (d) a  statement  that the amendment was adopted  by
               the  board of  directors  without  shareholder  action  and  that
               shareholder action was not required.

                            ARTICLE 7. DISTRIBUTIONS

               7.1  Distributions to Shareholders.   The board  of directors may
authorize,  and  the corporation  may  make,  distributions  to the shareholders
of the  corporation subject  to any  restrictions in  the corporation's articles
of incorporation and in the Statutes.

                                      -17-
<PAGE>

               7.2  Unclaimed Distributions. If the corporation has mailed three
successive  distributions to a shareholder at the shareholder's address as shown
on the corporation's  current record of shareholders and the distributions  have
been returned as undeliverable,  no further attempt to deliver  distributions to
the  shareholder  need be made until another address for the shareholder is made
known to the corporation,  at which time all distributions accumulated by reason
of this  Section,  except  as  otherwise  provided  by  law,  be  mailed  to the
shareholder at such other address.

                            ARTICLE 8. MISCELLANEOUS

               8.1  Inspection  of  Records by  Shareholders  and  Directors.  A
shareholder or director of a corporation is entitled to inspect and copy, during
regular business hours at the corporation's principal office, any of the records
of the  corporation  required  to be  maintained  by the  corporation  under the
Statutes,  if such person gives the corporation  written notice of the demand at
least  five  business  days  before  the date on which  such a person  wishes to
inspect and copy. The scope of Such inspection  right shall be as provided under
the Statutes.

               8.2 Corporate  Seal.   The  board  of  directors  may  provide  a
corporate  seal  which may  be circular in form and have  inscribed  thereon any
designation  including the name  of the corporation, the state of incorporation,
and the words "Corporate Seal."

               8.3  Amendments. The  corporation's  board of directors may amend
or repeal the corporation's bylaws at any time unless:

                            (a)  the articles of  incorporation  or the Statutes
               reserve this power  exclusively to the  shareholders  in whole or
               part; or

                            (b)  the  shareholders  in  adopting,  amending,  or
               repealing a particular bylaw provide  expressly that the board of
               directors may not amend or repeal that bylaw; or

                            (c)  the   bylaw  either  establishes,   amends,  or
               deletes, a greater shareholder quorum or voting requirement.

               Any amendment which changes the voting or quorum  requirement for
the board must meet the same quorum  requirement and be adopted by the same vote
and  voting  groups  required  to  take  action  under  the  quorum  and  voting
requirements then in effect or proposed to be adopted, whichever are greater.


                                      -18-

<PAGE>


                              SECOND AMENDED BYLAWS

                                       OF

                           NEXTPATH TECHNOLOGIES, INC.


                               ARTICLE 1. OFFICES

               1.1 Business  Office.  The  principal  office of the  corporation
shall be located at any place  either  within or outside  the State of Nevada as
designated  in the  corporation's  most recent  document on file with the Nevada
Secretary of State.  The corporation may have such other offices,  either within
or without the State of Nevada,  as the board of directors  may  designate or as
the business of the corporation may require from time to time.

               1.2 Registered  Office.  The registered office of the corporation
shall be  located  within  the  State  of  Nevada  and may be,  but need not be,
identical with the principal office. The address of the registered office may be
changed from time to time.

                             ARTICLE 2. SHAREHOLDERS

               2.1  Annual  Shareholder   Meeting.  An  annual  meeting  of  the
shareholders for the election of directors and for the transaction of such other
business  as may come  before the  meeting  shall be held at the time,  date and
place,  within  or  outside  the  State of  Nevada,  designated  by the board of
directors  and  stated in the  meeting  notice.  If the day fixed for the annual
meeting is a legal holiday in the State of Nevada,  the meeting shall be held on
the next succeeding business day.

               2.2  Special  Shareholder   Meeting.   Special  meetings  of  the
shareholders,  for any purpose or purposes  described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the  president at the request of the holders of not less than  one-fourth of all
outstanding  votes of the  corporation  entitled  to be cast on any issue at the
meeting.

               2.3 Place of  Shareholder  Meeting.  The board of  directors  may
designate any place,  either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders,  unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or  without  the State of  Nevada,  as the place for the  holding of such
meeting.

               2.4 Notice of  Shareholder  Meeting.  Written  notice stating the
date,  time,  and place of any annual or special  shareholder  meeting  shall be
delivered  not less than ten (10) nor more than sixty (60) days  before the date
of the meeting,  either  personally  or by mail,  by or at the  direction of the
President, the board of directors, or other persons calling the meeting, to each
shareholder  of  record  entitled  to  vote  at such  meeting  and to any  other
shareholder  entitled by the Nevada  Revised  Statues  (the  "Statutes")  or the
corporation's Articles of Incorporation to receive notice of the meeting. Notice

                                      -1-
<PAGE>

shall be deemed to be  effective  at the earlier of: (1) when  deposited  in the
United States mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation,  with postage thereon  prepaid;  or
(2) on the date shown on the return  receipt if sent by  registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee;  or (3) when  received;  or (4) three (3) days  after  deposit in the
United  States mail, if mailed  postpaid and  correctly  addressed to an address
other than that shown in the corporation's current record of shareholders.

               If any shareholder meeting is adjourned to a different date, time
or place,  notice need not be given of the new date,  time and place, if the new
date, time and place is announced at the meeting before adjournment.  But if the
adjournment  is for more than  thirty  (30) days or if a new record date for the
adjourned meeting is or must be fixed, then notice must be given pursuant to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.

               2.5 Waiver of Notice. A shareholder may waive any notice required
by the Statutes,  the Articles of  Incorporation,  or these Bylaws, by a writing
signed by the  shareholder  entitled to the notice,  which is  delivered  to the
corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

                      (a) waives objection to lack of notice or defective notice
        of the meeting,  unless the  shareholder at the beginning of the meeting
        objects to holding  the meeting or  transacting  business at the meeting
        because of lack of notice or effective notice; and

                      (b) waives  objection  to  consideration  of a  particular
        matter  at the  meeting  that is not  within  the  purpose  or  purposes
        described  in the  meeting  notice,  unless the  shareholder  objects to
        considering the matter when it is presented.

               2.6  Fixing  of  Record  Date.  For the  purpose  of  determining
shareholders  of any  voting  group  entitled  to notice  of, or to vote at, any
meeting of  shareholders,  or  shareholders  entitled to receive  payment of any
distribution,  or in order to make a determination of shareholders for any other
purpose,  the board of  directors  may fix in advance a date as the record date.
The record  date shall not be more than  seventy  (70) days prior to the date on
which the particular  action requiring such  determination of shareholders is to
be taken.  If no record date is so fixed by the board for the  determination  of
shareholders  entitled  to notice of, or to vote at, a meeting of  shareholders,
the record date for determination of those shareholders shall be at the close of
business on the day the first notice is delivered to shareholders.  If no record
date is fixed by the board for the  determination  of  shareholders  entitled to
receive a distribution,  the record date shall be the date the board  authorizes
the  distribution.  With respect to actions taken in writing  without a meeting,
the record date shall be the date the first shareholder signs the consent.

               When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  Section,  that
determination  shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date,  which it must do if the meeting is adjourned

                                      -2-
<PAGE>

to a date more than one hundred  twenty  (120) days after the date fixed for the
original meeting.

               2.7  Shareholder   List.   After  fixing  a  record  date  for  a
shareholder  meeting,  the corporation  shall prepare a list of the names of its
shareholders  entitled to be given notice of the meeting.  The shareholder  list
must be available for inspection by any shareholder, beginning on the earlier of
ten (10) days  before the  meeting  for which the list was  prepared  or two (2)
business  days  after  notice  of the  meeting  is given  for which the list was
prepared and continuing through the meeting, and any adjournment of the meeting.
The list shall be available at the corporation's  principal office or at a place
identified in the meeting notice in the city where the meeting is to be held.

               2.8    Shareholder Quorum and Voting Requirements.

                      2.8.1 Quorum. Except as otherwise required by the Statutes
        or the Articles of Incorporation,  a majority of the outstanding  shares
        of the corporation,  represented by person or by proxy, shall constitute
        a quorum at each meeting of the shareholders. If a quorum exists, action
        on a matter,  other than the election of  directors,  is approved if the
        votes cast  favoring  the action  exceed  the votes  cast  opposing  the
        action,  unless the Articles of  Incorporation or the Statutes require a
        greater number of affirmative votes.

                      2.8.2 Voting of Shares.  Unless otherwise  provided in the
        Articles of  Incorporation  or these  Bylaws,  each  outstanding  share,
        regardless of class, is entitled to one vote upon each matter  submitted
        to a vote at a meeting of shareholders.

               2.9 Quorum  and  Voting  Requirements  of Voting  Groups.  If the
Articles of  Incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.

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

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

               If the  Articles of  Incorporation  or the  Statutes  provide for
voting by two or more voting groups on a matter,  action on that matter is taken
only when voted upon by each of those voting groups counted  separately.  Action
may be taken by one voting  group on a matter  even though no action is taken by
another voting group entitled to vote on the matter.

               If a quorum exists,  action on a matter,  other than the election
of directors,  by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the

                                      -3-
<PAGE>

Articles  of   Incorporation  or  the  Statutes  require  a  greater  number  of
affirmative votes.

               2.10  Greater  Quorum or Voting  Requirements.  The  Articles  of
Incorporation  may  provide  for a  greater  quorum or  voting  requirement  for
shareholders,  or voting groups of  shareholders,  than is provided for by these
Bylaws.  An amendment to the Articles of Incorporation  that adds,  changes,  or
deletes a greater quorum or voting  requirement for  shareholders  must meet the
same  quorum  requirement  and be  adopted  by the same vote and  voting  groups
required to take action under the quorum and voting  requirement  then in effect
or proposed to be adopted, whichever is greater.

               2.11 Proxies. At all meetings of shareholders,  a shareholder may
vote in person or by proxy which is executed  in writing by the  shareholder  or
which is executed by his duly  authorized  attorney-in-fact.  The proxy shall be
filed with the  Secretary  of the  corporation  or other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after  eleven  (11)  months  from the  date of its  execution  unless  otherwise
provided  in the proxy.  All  proxies are  revocable  unless they meet  specific
requirements  of  irrevocability  set  forth  in  the  Statutes.  The  death  or
incapacity of a voter does not invalidate a proxy unless the  corporation is put
on notice.  A transferee for value who receives shares subject to an irrevocable
proxy, can revoke the proxy if he had no notice of the proxy.

               2.12   Corporation's Acceptance of Votes.

                      2.12.1  If the name  signed  on a vote,  consent,  waiver,
        proxy appointment,  or proxy appointment  revocation  corresponds to the
        name of a  shareholder,  the  corporation,  if acting in good faith,  is
        entitled to accept the vote,  consent,  waiver,  proxy  appointment,  or
        proxy  appointment  revocation  and  give  it  effect  as the act of the
        shareholder.

                      2.12.2  If the name  signed  on a vote,  consent,  waiver,
        proxy appointment,  or proxy appointment  revocation does not correspond
        to the name of a shareholder,  the corporation, if acting in good faith,
        is  nevertheless  entitled to accept the vote,  consent,  waiver,  proxy
        appointment,  or proxy appointment  revocation and give it effect as the
        act of the shareholder if:

                             (a) the  shareholder is an entity as defined in the
               Statutes and the name signed purports to be that of an officer or
               agent of the entity;

                             (b)  the  name  signed  purports  to be  that of an
               administrator,  executor,  guardian, or conservator  representing
               the  shareholder  and, if the corporation  requests,  evidence of
               fiduciary status acceptable to the corporation has been presented
               with respect to the vote, consent,  wavier,  proxy appointment or
               proxy appointment revocation;

                             (c)  the  name  signed  purports  to be  that  of a
               receiver or trustee in bankruptcy of the shareholder  and, if the
               corporation  requests,  evidence of this status acceptable to the
               corporation has been presented with respect to the vote, consent,
               waiver, proxy appointment, or proxy appointment revocation; or

                                      -4-
<PAGE>


                             (d)  the  name  signed  purports  to be  that  of a
               pledgee, beneficial owner, or attorney-in-fact of the shareholder
               and, if the  corporation  requests,  evidence  acceptable  to the
               corporation  of  the  signatory's   authority  to  sign  for  the
               shareholder has been presented with respect to the vote, consent,
               waiver, proxy appointment or proxy appointment revocation; or

                             (e) two or more  persons  are  the  shareholder  as
               co-tenants or fiduciaries  and the name signed purports to be the
               name of at least  one of the  co-owners  and the  person  signing
               appears to be acting on behalf of all co-tenants or fiduciaries.

                      2.12.3 If  shares  are  registered  in the names of two or
        more persons, whether fiduciaries, members of a partnership, co-tenants,
        husband  and  wife  as  community  property,  voting  trustees,  persons
        entitled to vote under a shareholder  voting agreement or otherwise,  or
        if two or more persons (including proxy holders) have the same fiduciary
        relationship  respecting  the same shares,  unless the  secretary of the
        corporation  or other  officer or agent  entitled to  tabulate  votes is
        given written notice to the contrary and is furnished with a copy of the
        instrument or order appointing them or creating the relationship wherein
        it is so  provided,  their acts with  respect  to voting  shall have the
        following effect:

                             (a)    if only one votes, such act binds all;

                             (b) if more than one votes, the act of the majority
               so voting bind all;

                             (c) if more than one votes,  but the vote is evenly
               split  on any  particular  matter,  each  fraction  may  vote the
               securities in question proportionately.

                      If the  instrument  so  filed or the  registration  of the
        shares shows that any tenancy is held in unequal  interests,  a majority
        or even split for the  purpose of this  Section  shall be a majority  or
        even split in interest.

                      2.12.4  The  corporation  is  entitled  to  reject a vote,
        consent,  waiver,  proxy appointment or proxy appointment  revocation if
        the  secretary or other officer or agent  authorized to tabulate  votes,
        acting in good faith,  has reasonable basis for doubt about the validity
        of the  signature on it or about the  signatory's  authority to sign for
        the shareholder.

                      2.12.5  The  corporation  and its  officer  or  agent  who
        accepts or rejects a vote, consent,  waiver,  proxy appointment or proxy
        appointment  revocation  in  good  faith  and  in  accordance  with  the
        standards of this  Section are not liable in damages to the  shareholder
        for the consequences of the acceptance or rejection.

                      2.12.6   Corporate  action  based  on  the  acceptance  or
        rejection  of a  vote,  consent,  waiver,  proxy  appointment  or  proxy
        appointment  revocation  under this  Section is valid  unless a court of
        competent jurisdiction determines otherwise.

                                      -5-
<PAGE>

               2.13   Action by Shareholders Without a Meeting.

                      2.13.1 Written  Consent.  Any action required or permitted
        to be taken at a  meeting  of the  shareholders  may be taken  without a
        meeting and  without  prior  notice if one or more  consents in writing,
        setting  forth the  action so taken,  shall be signed by the  holders of
        outstanding shares having not less than the minimum number of votes that
        would be  necessary  to  authorize  or take such  action at a meeting at
        which all  shareholders  entitled  to vote with  respect to the  subject
        matter  thereof were present and voted.  Action taken under this Section
        has the same  effect  as  action  taken at a duly  called  and  convened
        meeting of shareholders and may be described as such in any document.

                      2.13.2 Post-Consent Notice. Unless the written consents of
        all  shareholders  entitled  to vote have been  obtained,  notice of any
        shareholder  approval without a meeting shall be given at least ten days
        before the consummation of the action authorized by such approval to (i)
        those shareholders  entitled to vote who did not consent in writing, and
        (ii) those  shareholders  not entitled to vote.  Any such notice must be
        accompanied  by the same material that is required under the Statutes to
        be sent in a notice of meeting at which the  proposed  action would have
        been submitted to the shareholders for action.

                      2.13.3  Effective  Date and  Revocation  of  Consents.  No
        action  taken  pursuant to this Section  shall be  effective  unless all
        written  consents  necessary  to support the action are  received by the
        corporation  within a sixty-day  period and not revoked.  Such action is
        effective as of the date the last written consent is received  necessary
        to effect the  action,  unless all of the  written  consents  specify an
        earlier or later date of the action.  Any  shareholder  giving a written
        consent  pursuant  to this  Section  may revoke the  consent by a signed
        writing  describing  the action and stating that the consent is revoked,
        provided  that the writing is received by the  corporation  prior to the
        effective date of the action.

                      2.13.4  Unanimous   Consent  for  Election  of  Directors.
        Notwithstanding  subsection (a), directors may not be elected by written
        consent unless such consent is unanimous by all shares  entitled to vote
        for the election of directors.

               2.14  Voting for  Directors.  Unless  otherwise  provided  in the
Articles of Incorporation,  every shareholder  entitled to vote for the election
of directors has the right to cast,  in person or by proxy,  all of the votes to
which the  shareholder's  shares are  entitled  for as many persons as there are
directors to be elected and for whom election such  shareholder has the right to
vote.  Directors  are  elected  by a  plurality  of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

                          ARTICLE 3. BOARD OF DIRECTORS

               3.1 General  Powers.  Unless the Articles of  Incorporation  have
dispensed  with or limited the authority of the board of directors by describing
who  will  perform  some or all of the  duties  of a  board  of  directors,  all
corporate powers shall be exercised by or under the authority,  and the business
and affairs of the  corporation  shall be managed  under the  direction,  of the
board of directors.

                                      -6-
<PAGE>

               3.2 Number. Tenure and Qualification of Directors. The authorized
number  of  directors  shall  be  five  (5);  provided,  however,  that  if  the
corporation has less than two (2) shareholders entitled to vote for the election
of  directors,  the board of  directors  may consist of a number of  individuals
equal to or greater than the number of those shareholders. The current number of
directors  shall be within  the limit  specified  above,  as  determined  (or as
amended from time to time) by a resolution adopted by either the shareholders or
the directors.  Each director shall hold office until the next annual meeting of
shareholders  or until the director's  earlier death,  resignation,  or removal.
However,  if his term  expires,  he shall  continue to serve until his successor
shall have been  elected  and  qualified,  or until  there is a decrease  in the
number  of  directors.  Directors  do not  need to be  residents  of  Nevada  or
shareholders of the corporation.

               3.3 Regular Meetings of the Board of Directors. A regular meeting
of the board of  directors  shall be held  without  other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of shareholders,
for the purpose of appointing  officers and  transacting  such other business as
may come before the meeting.  The board of directors may provide, by resolution,
the time and place for the holding of additional  regular meetings without other
notice than such resolution.

               3.4 Special Meetings of the Board of Directors.  Special meetings
of the board of directors may be called by or at the request of the president or
any director.  The person  authorized  to call special  meetings of the board of
directors may fix any place as the place for holding any special  meeting of the
board of directors.

               3.5  Notice  of,  and  Waiver of  Notice  for,  Special  Director
Meeting.  Unless the Articles of  Incorporation  provide for a longer or shorter
period,  notice of the date,  time,  and place of any special  director  meeting
shall be given at least two days before the meeting either orally or in writing.
Any director  may waive  notice of any  meeting.  Except as provided in the next
sentence,  the waiver must be in writing and signed by the director  entitled to
the notice.  The attendance of a director at a meeting shall constitute a waiver
of notice of the  meeting,  except  where a director  attends a meeting  for the
express  purpose of  objecting  to the  transaction  of any  business and at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action  taken at the  meeting.  Unless  required by the Articles of
Incorporation, neither the business to be transacted at, nor the purpose of, any
special  meeting of the board of  directors  need be  specified in the notice or
waiver of notice of the meeting.

               3.6    Director Quorum and Voting.

                      3.6.1  Quorum.  A  majority  of the  number  of  directors
        prescribed by resolution  shall  constitute a quorum for the transaction
        of business at any meeting of the board of directors unless the Articles
        of Incorporation require a greater percentage.

                      Unless the Articles of  Incorporation  provide  otherwise,
        any or all directors may participate in a regular or special meeting by,
        or conduct the meeting through the use of, any means of communication by
        which all directors  participating  may  simultaneously  hear each other
        during the meeting. A director  participating in a meeting by this means
        is deemed to be present in person at the meeting.

                                      -7-
<PAGE>

                      A  director  who is  present  at a meeting of the board of
        directors or a committee of the board of directors when corporate action
        is taken is deemed to have assented to the action taken unless:  (1) the
        director  objects at the  beginning of the meeting (or promptly upon his
        arrival) to holding or transacting  business at the meeting and does not
        thereafter  vote for or assent to any action taken at the  meeting;  and
        (2) the director contemporaneously requests his dissent or abstention as
        to any specific action be entered in the minutes of the meeting;  or (3)
        the director  causes  written  notice of his dissent or abstention as to
        any specific action be received by the presiding  officer of the meeting
        before  its  adjournment  or  to  the  corporation   immediately   after
        adjournment  of the meeting.  The right of dissent or  abstention is not
        available to a director who votes in favor of the action taken.

               3.7 Director  Action  Without a Meeting.  Any action  required or
permitted  to be  taken by the  board of  directors  at a  meeting  may be taken
without a meeting if all the directors consent to such action in writing. Action
taken by consent is effective when the last director signs the consent,  unless,
prior to that time,  any  director  has  revoked a consent  by a signed  writing
received  by the  corporation,  or unless  the  consent  specifies  a  different
effective  date.  A signed  consent has the effect of a meeting  vote and may be
described as such in any document.

               3.8  Resignation of Directors.  A director may resign at any time
by giving a written notice of resignation to the corporation. The resignation is
effective  when the notice is  received  by the  corporation,  unless the notice
specifies a later effective date.

               3.9 Removal of Directors. The shareholders may remove one or more
directors  at a meeting  called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the Articles of Incorporation  provide that directors may only be removed
with cause. If a director is elected by a voting group of shareholders, only the
shareholders  of that voting group may  participate in the vote to remove him. A
director  may be removed  only if the number of votes cast to remove him exceeds
the number of votes cast not to remove him.

               3.10  Board  of  Directors  Vacancies.  Unless  the  Articles  of
Incorporation provide otherwise,  if a vacancy occurs on the board of directors,
including a vacancy  resulting from an increase in the number of directors,  the
shareholders may fill the vacancy. During the time that the shareholders fail or
are unable to fill such vacancies, then and until the shareholders act:

                      (a)    the board of directors may fill the vacancy; or

                      (b) if the directors  remaining in office constitute fewer
        than a quorum of the board, they may fill the vacancy by the affirmative
        vote of a majority of all the directors remaining in office.

               If the vacant  office was held by a director  elected by a voting
group of shareholders:

                                      -8-
<PAGE>

                      (a) if there are one or more directors elected by the same
        voting  group,  only those  directors  are  entitled to vote to fill the
        vacancy if it is filled by the directors; and

                      (b) only the  holders of shares of that  voting  group are
        entitled   to  vote  to  fill  the  vacancy  if  it  is  filled  by  the
        shareholders.

               A vacancy that will occur at a specific  later date (by reason of
a resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

               3.11  Director  Compensation.  By  resolution  of  the  board  of
directors, each director may be paid his expenses, if any, of attendance at each
meeting of the board of directors and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the board of directors or both. No
such payment  shall  preclude any director from serving the  corporation  in any
other capacity and receiving compensation therefor.

               3.12   Director Committees.

                      3.12.1  Creation  of  Committees.  Unless the  Articles of
        Incorporation  provide otherwise,  the board of directors may create one
        or more  committees  and appoint  members of the board of  directors  to
        serve on them.  Each committee must have one or more members,  who shall
        serve at the pleasure of the board of directors.

                      3.12.2  Selection of Members.  The creation of a committee
        and  appointment of members to it must be approved by the greater of (1)
        a majority  of all the  directors  in office when the action is taken or
        (2) the number of directors required by the Articles of Incorporation to
        take such action.

                      3.12.3 Required Procedures. Those Sections of this Article
        3 which govern meetings,  actions without meetings, notice and waiver of
        notice, quorum and voting requirements of the board of directors,  apply
        to committees and their members.

                      3.12.4  Authority.  Unless  limited  by  the  Articles  of
        Incorporation,   each  committee  may  exercise  those  aspects  of  the
        authority of the board of directors which the board of directors confers
        upon such committee in the resolution creating the committee.  Provided,
        however, a committee may not:

                             (a)    authorize distributions;

                             (b) approve or propose to shareholders  action that
               the Statutes require be approved by shareholders;

                             (c)    fill  vacancies  on the  board of  directors
               or on any of its committees;

                             (d) amend the Articles of Incorporation pursuant to
               the authority of directors to do so;

                                      -9-
<PAGE>

                             (e)    adopt, amend or repeal bylaws;

                             (f)   approve  a  plan  of  merger  not   requiring
               shareholder approval;

                             (g) authorize or approve  reacquisition  of shares,
               except  according to a formula or method  prescribed by the board
               of directors; or

                             (h)  authorize  or approve the  issuance or sale or
               contract  for sale of shares or  determine  the  designation  and
               relative  rights,  preferences,  and  limitations  of a class  or
               series  of  shares,  except  that  the  board  of  directors  may
               authorize  a committee  (or an  officer)  to do so within  limits
               specifically prescribed by the board of directors.

                               ARTICLE 4. OFFICERS

               4.1 Number of Officers.  The officers of the corporation shall be
a president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors.  Such other officers and assistant officers as may be deemed
necessary,  including any vice presidents, may also be appointed by the board of
directors.  If specifically authorized by the board of directors, an officer may
appoint one or more  officers or assistant  officers.  The same  individual  may
simultaneously hold more than one office in the corporation.

               4.2  Appointment  and  Term  of  Office.   The  officers  of  the
corporation  shall  be  appointed  by the  board  of  directors  for a  term  as
determined by the board of directors.  If no term is specified,  they shall hold
office  until the first  meeting of the  directors  held  after the next  annual
meeting of  shareholders.  If the  appointment  of officers shall not be made at
such  meeting,  such  appointment  shall  be  made  as  soon  thereafter  as  is
convenient.  Each officer shall hold office until his successor  shall have been
duly  appointed  and shall have  qualified  until his  death,  or until he shall
resign or is removed.

               The designation of a specified term does not grant to the officer
any contract  rights,  and the board may remove the officer at any time prior to
the termination of such term.

               4.3 Removal of  Officers.  Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

               4.4 Resignation of Officers.  Any officer may resign at any time,
subject to any rights or obligations  under any existing  contracts  between the
officers  and the  corporation,  by giving  notice to the  president or board of
directors.  An  officer's  resignation  shall take effect at the time  specified

                                      -10-
<PAGE>

therein,  and the acceptance of such resignation  shall not be necessary to make
it effective.

               4.5  President.  Unless the board of directors has designated the
chairman of the board as chief  executive  officer,  the president  shall be the
chief executive  officer of the corporation  and,  subject to the control of the
board of directors,  shall in general  supervise and control all of the business
and affairs of the  corporation.  Unless  there is a chairman of the board,  the
president shall,  when present,  preside at all meetings of the shareholders and
of the board of directors.  The  president  may sign,  with the secretary or any
other proper officer of the  corporation  thereunder  authorized by the board of
directors,  certificates  for shares of the  corporation  and deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  board of  directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the board of  directors  or by these
Bylaws to some other officer or agent of the  corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  president  and such  other  duties as may be
prescribed by the board of directors from time to time.

               4.6  Vice  Presidents.  If  appointed,  in  the  absence  of  the
president  or in the event of his death,  inability  or refusal to act, the vice
president  (or in the  event  there be more  than one vice  president,  the vice
presidents  in the  order  designate  at the time of their  election,  or in the
absence  of any  designation,  then in the  order  of their  appointment)  shall
perform  the duties of the  president,  and when so  acting,  shall have all the
powers of, and be subject to, all the restrictions upon the president.

               4.7 Secretary.  The secretary  shall: (a) keep the minutes of the
proceedings of the shareholders,  the board of directors,  and any committees of
the  board in one or more  books  provided  for that  purpose;  (b) see that all
notices are duly given in accordance  with the  provisions of these Bylaws or as
required by law; (c) be custodian of the corporate  records;  (d) when requested
or required, authenticate any records of the corporation; (e) keep a register of
the post office  address of each  shareholder  which shall be  furnished  to the
secretary by such shareholder; (f) sign with the president, or a vice president,
certificates  for shares of the  corporation,  the  issuance of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the  corporation;  and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the  president or by the board of  directors.  Assistant
secretaries,  if any,  shall  have the same  duties and  powers,  subject to the
supervision of the secretary.

               4.8 Treasurer.  The treasurer  shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such bank,  trust companies,  or other  depositaries as shall be selected by the
board of directors; and (c) in general perform all of the duties incident to the
office of  treasurer  and such other duties as from time to time may be assigned
by the  president  or by the board of  directors.  If  required  by the board of
directors,  the treasurer shall give a bond for the faithful discharge of his or
her  duties  in such  sum and with  such  surety  or  sureties  as the  board of
directors shall  determine.  Assistant  Treasurers,  if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

               4.9  Salaries.  The salaries of the officers  shall be fixed from
time to time by the board of directors.

                                      -11-
<PAGE>

                    ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, AGENTS, AND EMPLOYEES

               5.1  Indemnification  of Directors.  Unless otherwise provided in
the Articles of  Incorporation,  the corporation  shall indemnify any individual
made a party to a proceeding  because the individual is or was a director of the
corporation,  against  liability  incurred in the  proceeding,  but only if such
indemnification is both (i) determined permissible and (ii) authorized,  as such
are defined in subsection (a) of this Section 5.1.

                      5.1.1  Determination  of  Authorization.  The  corporation
        shall not indemnify a director under this Section unless:

                             (a) a  determination  has been  made in  accordance
               with the  procedures  set forth in the Statutes that the director
               met the  standard of conduct set forth in  subsection  (b) below,
               and

                             (b) payment has been  authorized in accordance with
               the  procedures  set forth in the Statutes  based on a conclusion
               that  the  expenses  are  reasonable,  the  corporation  has  the
               financial  ability  to  make  the  payment,   and  the  financial
               resources of the corporation should be devoted to this use rather
               than some other use by the corporation.

                      5.1.2   Standard  of   Conduct.   The   individual   shall
demonstrate that:

                             (a) he or she conducted himself in good faith; and

                             (b) he or she reasonably believed:

                                 (i) in  the  case  of  conduct  in  his  or her
                      official capacity  with the  corporation,  that his or her
                      conduct was in its best interests;

                                 (ii) in  all  other  cases,  that  his  or  her
                      conduct  was at least not  opposed to its best  interests;
                      and

                                 (iii) in   the    case    of    any    criminal
                      proceeding,  he or she had no reasonable  cause to believe
                      his or her conduct was unlawful.

                      5.1.3   Indemnification  in  Derivative  Actions  Limited.
        Indemnification  permitted  under  this  Section  in  connection  with a
        proceeding  by  or in  the  right  of  the  corporation  is  limited  to
        reasonable expenses incurred in connection with the proceeding.

                      5.1.4 Limitation on Indemnification. The corporation shall
        not indemnify a director under this Section of Article 5:

                             (a) in  connection  with a proceeding  by or in the
               right of the  corporation  in which  the  director  was  adjudged
               liable to the corporation; or

                             (b)  in  connection   with  any  other   proceeding
               charging  improper  personal benefit to the director,  whether or
               not involving action in his or her official capacity, in which he

                                      -12-
<PAGE>

               or she was adjudged liable on the basis that personal benefit was
               improperly received by the director.

               5.2 Advance of Expenses for Directors. If a determination is made
following  the  procedures  of the  Statutes,  that  the  director  has  met the
following requirements, and if an authorization of payment is made following the
procedures  and  standards  set forth in the  Statutes,  then  unless  otherwise
provided in the  Articles of  Incorporation,  the  corporation  shall pay for or
reimburse  the  reasonable  expenses  incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:

                      (a) the  director  furnishes  the  corporation  a  written
        affirmation  of his or her good faith  belief that he or she has met the
        standard of conduct described in this section;

                      (b) the  director  furnishes  the  corporation  a  written
        undertaking,  executed  personally or on his or her behalf, to repay the
        advance if it is ultimately  determined  that he or she did not meet the
        standard of conduct;

                      (c) a  determination  is made that the facts then known to
        those making the determination would not preclude  indemnification under
        this Section or the Statutes.

               5.3 Indemnification of Officers, Agents and Employees Who Are Not
Directors. Unless otherwise provided in the Articles of Incorporation, the board
of directors  may indemnify and advance  expenses to any officer,  employee,  or
agent of the corporation,  who is not a director of the corporation, to the same
extent as to a director, or to any greater extent consistent with public policy,
as determined by the general or specific actions of the board of directors.

               5.4   Insurance.   By   action   of  the   board  of   directors,
notwithstanding  any interest of the directors in such action,  the  corporation
may  purchase  and  maintain  insurance  on behalf  of a person  who is or was a
director, officer, employee, fiduciary or agent of the corporation,  against any
liability  asserted  against or  incurred  by such  person in that  capacity  or
arising from such person's status as a director,  officer, employee,  fiduciary,
or agent,  whether or not the corporation would have the power to indemnify such
person under the applicable provisions of the Statutes.

                                ARTICLE 6. STOCK

               6.1 Issuance of Shares.  The issuance or sale by the  corporation
of any shares of its authorized  capital stock of any class,  including treasury
shares, shall be made only upon authorization by the board of directors,  unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit  to  the  corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities of the corporation.

                                      -13-
<PAGE>

               6.2    Articless for Shares.

                      6.2.1  Content.  Certificates  representing  shares of the
        corporation  shall  at  minimum,  state  on  their  face the name of the
        corporation and that it is formed under the laws of the State of Nevada;
        the name of the  person  to whom  issued;  and the  number  and class of
        shares  and the  designation  of the  series,  if any,  the  certificate
        represents; and be in such form as determined by the board of directors.
        The  certificates  shall be signed (either  manually or by facsimile) by
        the  president or a vice  president and by the secretary or an assistant
        secretary  and  may be  sealed  with a  corporate  seal  or a  facsimile
        thereof. Each certificate for shares shall be consecutively  numbered or
        otherwise identified.

                      6.2.2 Legend as to Class or Series.  If the corporation is
        authorized  to issue  different  classes of shares or  different  series
        within a class,  the  designations,  relative  rights,  preferences  and
        limitations  applicable  to each  class and the  variations  in  rights,
        preferences  and  limitations   determined  for  each  series  (and  the
        authority of the board of directors to determine  variations  for future
        series)  must be  summarized  on the front or back of each  certificate.
        Alternatively,  each certificate may state conspicuously on its front or
        back that the corporation  will furnish the shareholder this information
        on request in writing and without charge.

                      6.2.3 Shareholder List. The name and address of the person
        to whom the shares  represented  thereby are issued,  with the number of
        shares and date of issue,  shall be entered on the stock  transfer books
        of the corporation.

                      6.2.4 Transferring Shares. All certificates surrendered to
        the corporation  for transfer shall be canceled and no new  certificates
        shall be  issued  until the  former  certificates  for a like  number of
        shares shall have been surrendered and canceled,  except that in case of
        a lost, destroyed,  or mutilated  certificates,  a new one may be issued
        therefor upon such terms and indemnity to the  corporation  as the board
        of directors may prescribe.

                      6.2.5 Lost Certificates. The board of directors may direct
        a new certificate or certificates or uncertificated  shares to be issued
        in place of any  certificate or certificates  theretofore  issued by the
        corporation  alleged to have been lost,  stolen or  destroyed,  upon the
        making  of an  affidavit  of  that  fact  by  the  person  claiming  the
        certificates of stock to be lost, stolen or destroyed.  When authorizing
        the issue of a new certificate or certificates or uncertificated shares,
        the  board  of  directors  may,  in its  discretion  and as a  condition
        precedent to the issuance thereof, require the owner of the lost, stolen
        or destroyed  certificate or certificates,  or his legal representative,
        to advertise the same in such manner as it shall require  and/or to 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
        certificates alleged to have been lost, stolen or destroyed.

               6.3    Shares Without Certificates

                      6.3.1  Issuing  Shares  Without  Certificates.  Unless the
        Articles of Incorporation provide otherwise,  the board of directors may
        authorize  the  issue  of some or all  the  shares  of any or all of its
        classes  or series  without  certificates.  The  authorization  does not

                                      -14-
<PAGE>

        affect  shares  already  represented  by  certificates  until  they  are
        surrendered to the corporation.

                      6.3.2 Information Statement Required.  Within a reasonable
        time after the issue or transfer  of shares  without  certificates,  the
        corporation shall send the shareholder a written  statement  containing,
        at a minimum, the information required by the Statutes.

               6.4  Registration of the Transfer of Shares.  Registration of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order to  register a transfer,  the record  owner
shall  surrender  the  shares  to the  corporation  for  cancellation,  properly
endorsed by the appropriate  person or persons with  reasonable  assurances that
the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial  owner of shares held by a nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
shares stand in the books of the corporation  shall be deemed by the corporation
to be the owner thereof for all purposes.

               6.5 Restrictions on Transfer or Registration of Shares. The board
of  directors  or  shareholders  may  impose  restrictions  on the  transfer  or
registration of transfer of shares (including any security  convertible into, or
carrying a right to subscribe for or acquire  shares).  A  restriction  does not
affect shares issued before the  restriction  was adopted  unless the holders of
the shares  are  parties to the  restriction  agreement  or voted in favor of or
otherwise consented to the restriction.

               A  restriction  on the  transfer or  registration  of transfer of
shares may be authorized:

                      (a) to  maintain  the  corporation's  status  when  it  is
        dependent on the number or identity of its shareholders;

                      (b) to preserve entitlements, benefits or exemptions under
        federal or local laws; and

                      (c) for any other reasonable purposes.

               A  restriction  on the  transfer or  registration  of transfer of
shares may:

                      (a) obligate    the   shareholder   first   to  offer  the
        corporation   or   other   persons    (separately,    consecutively   or
        simultaneously) an opportunity to acquire the restricted shares;

                      (b) obligate the corporation or other persons (separately,
        consecutively or simultaneously) to acquire the restricted shares;

                      (c) require  as   a   condition    to  such   transfer  or
        registration, that any one or more persons, including the holders of any
        of its shares,  approve the transfer or  registration if the requirement
        is not manifestly unreasonable; or

                                      -15-
<PAGE>


                      (d) prohibit the transfer or the  registration of transfer
        of the restricted shares to designated persons or classes of persons, if
        the prohibition is not manifestly unreasonable.

               A  restriction  on the  transfer or  registration  of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if the  restriction  is  authorized  by this Section and its  existence is noted
conspicuously  on the front or back of the  certificates  or is contained in the
information  statement  required by this Article 6 with regard to shares  issued
without certificates.  Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

               6.6  Corporation's  Acquisition of Shares.  The  corporation  may
acquire  its own shares and the shares so  acquired  constitute  authorized  but
unissued shares.

               If the Articles of Incorporation prohibit the reissue of acquired
shares,  the  number of  authorized  shares is  reduced  by the number of shares
acquired,  effective  upon  amendment  of the Articles of  Incorporation,  which
amendment may be adopted by the  shareholders or the board of directors  without
shareholder action. The articles of amendment must be delivered to the Secretary
of State and must set forth:

                      (a)    the name of the corporation;

                      (b) the  reduction  in the  number of  authorized  shares,
        itemized by class and series;

                      (c) the total  number of  authorized  shares,  itemized by
        class and series, remaining after reduction of the shares; and

                      (d) a  statement  that the  amendment  was  adopted by the
        board of  directors  without  shareholder  action  and that  shareholder
        action was not required.

                            ARTICLE 7. DISTRIBUTIONS

               7.1  Distributions  to  Shareholders.  The board of directors may
authorize,  and the corporation may make,  distributions  to the shareholders of
the corporation  subject to any  restrictions in the  corporation's  Articles of
Incorporation and in the Statutes.

               7.2 Unclaimed Distributions.  If the corporation has mailed three
successive  distributions to a shareholder at the shareholder's address as shown
on the corporation's  current record of shareholders and the distributions  have
been returned as undeliverable,  no further attempt to deliver  distributions to
the  shareholder  need be made until another address for the shareholder is made
known to the corporation,  at which time all distributions accumulated by reason
of this  Section,  except as otherwise  provided by law,  shall be mailed to the
shareholder at such other address.

                          ARTICLE 8. NASDAQ COMPLIANCE

               8.1 In General. Notwithstanding anything to the contrary in these
Bylaws,  the provisions of this Article 8 shall be applicable (a) so long as the
corporation's securities are listed on the NASDAQ SmallCap Market, or the NASDAQ

                                      -16-
<PAGE>

National Market,  or the OTC Bulletin Board, or (b) so long as the corporation's
securities are registered under the Securities  Exchange Act of 1934;  provided,
however,  if the  corporation's  securities are not listed on a NASDAQ market or
the OTC Bulletin Board,  notices and filings  otherwise  required to be given or
made to NASDAQ need not be given or made to NASDAQ.

               8.2    Distribution of Annual and Interim Reports.

                      (a) The corporation  shall  distribute to its shareholders
        copies of an annual report containing  audited  financial  statements of
        the corporation and its subsidiaries. The report shall be distributed to
        the shareholders a reasonable  period of time prior to the corporation's
        annual  meeting of  shareholders  and shall be filed with  NASDAQ at the
        time it is distributed to the shareholders.

                      (b)  The  corporation   shall  make  available  copies  of
        quarterly  reports  including  statements  of  operating  results to its
        shareholders  either prior to or as soon as  practicable  following  the
        corporation's  filing of its Form 10-Q with the SEC. If the form of such
        quarterly  report differs from the Form 10-Q the corporation  shall file
        one copy of the report  with  NASDAQ in addition to filing its Form 10-Q
        pursuant  to  NASDAQ  Rule  4310(c)(14).  The  statement  of  operations
        contained  in  quarterly  reports  shall  disclose,  as a  minimum,  any
        substantial  items of an unusual or  nonrecurrent  nature and net income
        before and after  estimated  federal  income taxes or net income and the
        amount of estimated federal taxes.

               8.3    Independent  Directors.  The  corporation shall maintain a
minimum of two independent directors on its board of directors.

               8.4 Audit Committee. The corporation shall establish and maintain
an Audit  Committee,  a majority of the  members of which  shall be  independent
directors.

               8.5 Shareholder  Meetings.  The corporation  shall hold an annual
meeting of shareholders and shall provide notice of such meeting to NASDAQ.

               8.6  Quorum.  The  corporation  shall  provide  for a  quorum  as
specified  in its  Bylaws  for any  meeting  of the  holders  of  common  stock;
provided,  however,  that in no case shall the quorum be less than  thirty-three
and one-third  percent (33-1/3) of the outstanding  shares of the  corporation's
common stock.

               8.7  Solicitation  of  Proxies.  The  corporation  shall  solicit
proxies and provide proxy  statements for all meetings of its  shareholders  and
shall provide copies of such proxy solicitation to NASDAQ.

               8.8  Conflicts  of Interest.  The  corporation  shall  conduct an
appropriate  review of all related  party  transactions  on an ongoing basis and
shall  utilize the  corporation's  Audit  Committee or a comparable  body of the
Board of Directors for the review of potential  conflict of interest  situations
where appropriate.

                                      -17-
<PAGE>


               8.9    Shareholder Approval.

                      (i) The corporation shall require shareholder  approval of
        a plan or  arrangement  under  subparagraph  a.  below,  or prior to the
        issuance  of  designated  securities  under  subparagraph  b., c., or d.
        below:

                             a. when a stock  option or  purchase  plan is to be
               established or other arrangement made pursuant to which stock may
               be  acquired by officers  or  directors,  except for  warrants or
               rights issued generally to security holders of the corporation or
               broadly based plans or  arrangements  including  other  employees
               (e.g.  ESOPs).  In a case where the shares are issued to a person
               not  previously  employed by the  corporation,  as an  inducement
               essential  to  the  individual's   entering  into  an  employment
               contract  with  the   corporation,   shareholder   approval  will
               generally  not  be  required.  The  establishment  of a  plan  or
               arrangement  under  which the amount of  securities  which may be
               issued  does not  exceed the  lesser of one  percent  (1%) of the
               number of shares of common stock,  one percent (1%) of the voting
               power outstanding,  or twenty-five  thousand (25,000) shares will
               not generally require shareholder approval;

                             b. when  the  issuance  will  result in a change of
               control of the corporation;

                             c. in  connection  with   the  acquisition  of  the
               stock or assets of another company if;

                             1. any    director,    officer    or    substantial
        shareholder  of  the  corporation  has  a  five  percent (5%) or greater
        interest (or such persons  collectively  have  a  ten  percent  (10%) or
        greater interest),  director or indirectly, in the corporation or assets
        to be acquired or in the consideration  to be  paid  in the  transaction
        or series of related transactions and the present or potential  issuance
        of  common stock,  or securities  convertible  into  or  exercisable for
        common stock, could result in an increase in outstanding  common  shares
        or voting power of five percent (5%) or more; or

                             2. where, due to the present or potential  issuance
        of common stock,  or  securities  convertible  into  or  exercisable for
        common stock, other than a public offering for cash:

                                    A.  the  common  stock has or will have upon
        issuance  voting power  equal to or in excess of twenty percent (20%) of
        the voting  power outstanding before the issuance of stock or securities
        convertible into or exercisable for common stock; or

                                    B.  the number of shares of common  stock to
        be issued is or will be equal to or in excess  of twenty  percent  (20%)
        of the number of shares or common stock outstanding  before the issuance
        of the stock or securities; or

                             d. in connection  with a  transaction  other than a
               public offering involving:

                                      -18-
<PAGE>

                             1.     the sale or issuance by the  corporation  of
        common stock (or securities convertible  into or exercisable  for common
        stock) at a price less  than  the  greater of book or market value which
        together   with   sales   by    officers,   directors   or   substantial
        shareholders of the corporation  equals  twenty  percent  (20%)  or more
        of  common stock  or  twenty percent  (20%) or  more of the voting power
        outstanding  before the issuance; or

                             2.     the sale or issuance by the  corporation  of
        common stock (or securities  convertible  into or exercisable for common
        stock)  equal to  twenty percent  (20%) or  more of the  common stock or
        twenty percent (20%)  or more of the  voting  power  outstanding  before
        the issuance for  less than  the greater  of book or market value of the
        stock.

               (ii) Exceptions may be made upon application to NASDAQ when:

                      a.  the  delay  in  securing  shareholder  approval  would
        seriously jeopardize the financial viability of the enterprise; and

                      b.  reliance  by the  corporation  on  this  exception  is
        expressly approved  by the  Audit Committee  or a comparable body of the
        Board of Directors.

        A company  relying on this exception must mail to all  shareholders  not
        later than ten days before  issuance of the securities a letter alerting
        them to its  omission  to  seek  the  shareholder  approval  that  would
        otherwise  be required  and  indicating  that the Audit  Committee  or a
        comparable  body of the Board of Directors  has  expressly  approved the
        exception.

               (iii) Only  shares  actually  issued and  outstanding  (excluding
        treasury shares or shares held by a subsidiary) are to be used in making
        any  calculation  provided  for in this  Section  8.9.  Unissued  shares
        reserved for issuance upon  conversion of securities or upon exercise of
        options or warrants will not be regarded as outstanding.

               (iv) Voting power  outstanding as used in this Section 8.9 refers
        to the  aggregate  number of votes which may be cast by holders of those
        securities  outstanding  which  entitle  the  holders  thereof  to  vote
        generally on all matters submitted to the corporation's security holders
        for a vote.

               (v) An interest  consisting of less than either five percent (5%)
        of the  number of shares of  commons  tock or five  percent  (5%) of the
        voting power outstanding of an issuer or party shall not be considered a
        substantial  interest  or cause  the  holder of such an  interest  to be
        regarded as a substantial security holder.

               (vi) Where  shareholder  approval is  required,  the minimum vote
        which will  constitute  shareholder  approval shall be a majority of the
        total votes cast on the proposal in person or by proxy.

               8.10 Voting  Rights.  Voting rights of existing  shareholders  of
publicly  traded  common stock  registered  under  Section 12 of the  Securities
Exchange Act of 1934 cannot be  disparately  reduced or  restricted  through any

                                      -19-
<PAGE>

corporate  action or  issuance.  Examples of such  corporate  action or issuance
include,  but are not limited to, the adoption of time-phased  voting plans, the
adoption of capped voting rights plans,  the issuance of super-voting  stock, or
the issuance of stock with voting  rights less than the per share voting  rights
of the existing common stock through an exchange offer.

                            ARTICLE 9. MISCELLANEOUS

               9.1  Inspection  of  Records by  Shareholders  and  Directors.  A
shareholder  or  director  of the  corporation  is entitled to inspect and copy,
during regular business hours at the corporation's  principal office, any of the
records of the corporation  required to be maintained by the  corporation  under
the Statutes,  if such person gives the corporation written notice of the demand
at least five  business  days  before the date on which such a person  wishes to
inspect and copy. The scope of the  inspection  right shall be as provided under
the Statutes.

               9.2  Corporate  Seal.  The  board  of  directors  may  provide  a
corporate  seal which may be  circular  in form and have  inscribed  thereon any
designation  including the name of the corporation,  the state of incorporation,
and the words "Corporate Seal."

               9.3 Amendments. The corporation's board of directors may amend or
repeal the corporations' Bylaws at any time unless:

                      (a) the Articles of  Incorporation or the Statutes reserve
        this power exclusively to the shareholders in whole or part; or

                      (b) the shareholders in adopting, amending, or repealing a
        particular  bylaw provide  expressly that the board of directors may not
        amend or repeal that bylaw; or

                      (c) the bylaw either  establishes,  amends, or deletes,  a
        greater shareholder quorum or voting requirement.

               Any amendment which changes the voting or quorum  requirement for
the board must meet the same quorum  requirement and be adopted by the same vote
and  voting  groups  required  to  take  action  under  the  quorum  and  voting
requirements then in effect or proposed to be adopted, whichever is greater.

               Dated as of November 1, 1999.

                                       -----------------------------------------
                                       James R. Ladd, Director



                                       -----------------------------------------
                                       David A. Nuttle, Director


                                      -20-

<PAGE>
                                 AMENDED BYLAWS

                                       OF

                           NEXTPATH TECHNOLOGIES, INC.


                               ARTICLE 1. OFFICES

               1.1 Business  Office.  The  principal  office of the  corporation
shall be located at any place  either  within or outside  the State of Nevada as
designated  in the  corporation's  most recent  document on file with the Nevada
Secretary of State,  Division of  Corporations.  The  corporation  may have such
other  offices,  either  within or without the State of Nevada,  as the board of
directors may designate or as the business of the  corporation  may require from
time to time.

               1.2 Registered  Office.  The registered office of the corporation
shall be  located  within  the  State  of  Nevada  and may be,  but need not be,
identical with the principal office. The address of the registered office may be
changed from time to time.

                             ARTICLE 2. SHAREHOLDERS

               2.1  Annual  Shareholder  Meeting.  The  annual  meeting  of  the
shareholders  shall be held on the 8th day of May in each year,  beginning  with
the year 1997, at the hour of 2:00 p.m., or at such other time on such other day
within such month as shall be fixed by the board of  directors,  for the purpose
of electing directors and for the transaction of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday  in the  State  of  Nevada,  such  meeting  shall  be held  on the  next
succeeding business day.

               2.2  Special  Shareholder   Meeting.   Special  meetings  of  the
shareholders,  for any purpose or purposes  described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the  president at the request of the holders of not less than  one-fourth of all
outstanding  votes of the  corporation  entitled  to be cast on any issue at the
meeting.

               2.3 Place of  Shareholder  Meeting.  The board of  directors  may
designate any place,  either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders,  unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or  without  the State of  Nevada,  as the place for the  holding of such
meeting.  If no designation is made by either the directors or unanimous  action
of the voting  shareholders,  the place of meeting  shall be at 215 South  State
Street, #1100, Salt Lake City, Utah 84111.

               2.4 Notice of  Shareholder  Meeting.  Written  notice  sating the
date,  time,  and place of any annual or special  shareholder  meeting  shall be
delivered not less than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the board
of  directors,  or other persons  calling the meeting,  to each  shareholder  of
record entitled to vote at such meeting and to any other shareholder entitled by

                                      -1-
<PAGE>

the Nevada Revised Statutes (the "Statutes") or the articles of incorporation to
receive  notice of the  meeting.  Notice  shall be deemed to be effective at the
earlier of: (1) when  deposited  in the United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
corporation,  with postage thereon prepaid;  (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt  requested,  and
the receipt is signed by or on behalf of the addressee;  (3) when  received;  or
(4) 3 days after  deposit in the United  States  mail,  if mailed  postpaid  and
correctly  addressed  to an address  other than that shown in the  corporation's
current record of shareholders.

               If any shareholder meeting is adjourned to a different date, time
or place,  notice need not be given of the new date,  time and place, if the new
date, time and place is announced at the meeting before adjournment.  But if the
adjournment  is for more than 30 days or if a new record date for the  adjourned
meeting  is or  must  be  fixed,  then  notice  must be  given  pursuant  to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.

               2.5 Waiver of Notice. A shareholder may waive any notice required
by the Statutes,  the articles of  incorporation,  or these bylaws, by a writing
signed by the  shareholder  entitled to the notice,  which is  delivered  to the
corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

                      (a) waives objection to lack of notice or defective notice
        of the meeting,  unless the  shareholder at the beginning of the meeting
        objects to holding  the meeting or  transacting  business at the meeting
        because of lack of notice or effective notice; and

                      (b) waives  objection  to  consideration  of a  particular
        matter  at the  meeting  that is not  within  the  purpose  or  purposes
        described  in the  meeting  notice,  unless the  shareholder  objects to
        considering the matter when it is presented.

               2.6  Fixing  of  Record  Date.  For the  purpose  of  determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of   shareholders,   or   shareholders   entitled  to  receive  payment  of  any
distribution,  or in order to make a determination of shareholders for any other
purpose,  the board of  directors  may fix in advance a date as the record date.
Such  record  date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the board for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders,  the record date
for determination of such shareholders  shall be at the close of business on the
day the first notice is delivered to shareholders. If no record date is fixed by
the  board  for  the  determination  of  shareholders   entitled  to  receive  a
distribution,  the  record  date  shall  be the date the  board  authorizes  the
distribution.  With respect to actions taken in writing  without a meeting,  the
record date shall be the date the first shareholder signs the consent.

                                      -2-
<PAGE>

               When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  Section,  such
determination  shall  apply  to any  adjournment  thereof  unless  the  board of
directors  fixes a new record date which it must do if the meeting is  adjourned
to a date more than 120 days after the date fixed for the original meeting.

               2.7  Shareholder   List.   After  fixing  a  record  date  for  a
shareholder  meeting,  the corporation  shall prepare a list of the names of its
shareholders  entitled to be given notice of the meeting.  The shareholder  list
must be available for inspection by any shareholder, beginning on the earlier of
10 days before the meeting  for which the list was  prepared or 2 business  days
after  notice  of the  meeting  is given for  which  the list was  prepared  and
continuing through the meeting,  and any adjournment  thereof. The list shall be
available at the corporation's  principal office or at a place identified in the
meeting notice in the city where the meeting is to be held.

               2.8    Shareholder Quorum and Voting Requirements.

                      2.8.1 Quorum. Except as otherwise required by the Statutes
        or the articles of incorporation,  a majority of the outstanding  shares
        of the corporation,  represented by person or by proxy, shall constitute
        a quorum at each meeting of the shareholders. If a quorum exists, action
        on a matter,  other than the election of  directors,  is approved if the
        votes cast  favoring  the action  exceed  the votes  cast  opposing  the
        action,  unless the articles of  incorporation or the Statutes require a
        greater number of affirmative votes.

                      2.8.2 Voting of Shares.  Unless otherwise  provided in the
        articles of  incorporation  or these  bylaws,  each  outstanding  share,
        regardless of class, is entitled to one vote upon each matter  submitted
        to a vote at a meeting of shareholders.

               2.9 Quorum  and  Voting  Requirements  of Voting  Groups.  If the
articles of  incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.

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

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

               If the  articles of  incorporation  or the  Statutes  provide for
voting by two or more voting groups on a matter,  action on that matter is taken
only when voted upon by each of those voting groups counted  separately.  Action
may be taken by one voting  group on a matter  even though no action is taken by
another voting group entitled to vote on the matter.

               If a quorum exists,  action on a matter,  other than the election
of directors,  by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the

                                      -3-
<PAGE>

articles  of   incorporation  or  the  Statutes  require  a  greater  number  of
affirmative votes.

               2.10  Greater  Quorum or Voting  Requirements.  The  articles  of
incorporation  may  provide  for a  greater  quorum or  voting  requirement  for
shareholders,  or voting groups of  shareholders,  than is provided for by these
bylaws.  An amendment to the articles of incorporation  that adds,  changes,  or
deletes a greater quorum or voting  requirement for  shareholders  must meet the
same  quorum  requirement  and be  adopted  by the same vote and  voting  groups
required to take action under the quorum and voting  requirement  then in effect
or proposed to be adopted, whichever is greater.

               2.11 Proxies. At all meetings of shareholders,  a shareholder may
vote in person or by proxy which is executed  in writing by the  shareholder  or
which is executed by his duly authorized  attorney-in-fact.  Such proxy shall be
filed with the  Secretary  of the  corporation  or other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise  provided in the
proxy.  All proxies are  revocable  unless they meet  specific  requirements  of
irrevocability  set forth in the  Statutes.  The death or  incapacity of a voter
does  not  invalidate  a  proxy  unless  the  corporation  is put on  notice.  A
transferee for value who receives  shares subject to an irrevocable  proxy,  can
revoke the proxy if he had no notice of the proxy.

               2.12   Corporation's Acceptance of Votes.

                      2.12.1  If the name  signed  on a vote,  consent,  waiver,
        proxy appointment,  or proxy appointment  revocation  corresponds to the
        name of a  shareholder,  the  corporation,  if acting in good faith,  is
        entitled to accept the vote,  consent,  waiver,  proxy  appointment,  or
        proxy  appointment  revocation  and  give  it  effect  as the act of the
        shareholder.

                      2.12.2  If the name  signed  on a vote,  consent,  waiver,
        proxy appointment,  or proxy appointment  revocation does not correspond
        to the name of a shareholder,  the corporation, if acting in good faith,
        is  nevertheless  entitled to accept the vote,  consent,  waiver,  proxy
        appointment,  or proxy appointment  revocation and give it effect as the
        act of the shareholder if:

                             (a) the  shareholder is an entity as defined in the
               Statutes and the name signed purports to be that of an officer or
               agent of the entity;

                             (b)  the  name  signed  purports  to be  that of an
               administrator,  executor,  guardian, or conservator  representing
               the  shareholder  and, if the corporation  requests,  evidence of
               fiduciary status acceptable to the corporation has been presented
               with respect to the vote, consent,  wavier,  proxy appointment or
               proxy appointment revocation;

                             (c)  the  name  signed  purports  to be  that  of a
               receiver or trustee in bankruptcy of the shareholder  and, if the
               corporation  requests,  evidence of this status acceptable to the
               corporation has been presented with respect to the vote, consent,
               waiver, proxy appointment, or proxy appointment revocation; or

                                      -4-
<PAGE>

                             (d)  the  name  signed  purports  to be  that  of a
               pledgee, beneficial owner, or attorney-in-fact of the shareholder
               and, if the  corporation  requests,  evidence  acceptable  to the
               corporation  of  the  signatory's   authority  to  sign  for  the
               shareholder has been presented with respect to the vote, consent,
               waiver, proxy appointment or proxy appointment revocation; or

                             (e) two or more  persons  are  the  shareholder  as
               co-tenants or fiduciaries  and the name signed purports to be the
               name of at least  one of the  co-owners  and the  person  signing
               appears to be acting on behalf of all co-tenants or fiduciaries.

                      2.12.3 If  shares  are  registered  in the names of two or
        more persons, whether fiduciaries, members of a partnership, co-tenants,
        husband  and  wife  as  community  property,  voting  trustees,  persons
        entitled to vote under a shareholder  voting agreement or otherwise,  or
        if two or more persons (including proxy holders) have the same fiduciary
        relationship  respecting  the same shares,  unless the  secretary of the
        corporation  or other  officer or agent  entitled to  tabulate  votes is
        given written notice to the contrary and is furnished with a copy of the
        instrument or order appointing them or creating the relationship wherein
        it is so  provided,  their acts with  respect  to voting  shall have the
        following effect:

                             (a)    if only one votes, such act binds all;

                             (b) if more than one votes, the act of the majority
               so voting bind all;

                             (c) if more than one votes,  but the vote is evenly
               split  on any  particular  matter,  each  fraction  may  vote the
               securities in question proportionately.

                      If the  instrument  so  filed or the  registration  of the
        shares shows that any tenancy is held in unequal  interests,  a majority
        or even split for the  purpose of this  Section  shall be a majority  or
        even split in interest.

                      2.12.4  The  corporation  is  entitled  to  reject a vote,
        consent,  waiver,  proxy appointment or proxy appointment  revocation if
        the  secretary or other officer or agent  authorized to tabulate  votes,
        acting in good faith,  has reasonable basis for doubt about the validity
        of the  signature on it or about the  signatory's  authority to sign for
        the shareholder.

                      2.12.5  The  corporation  and its  officer  or  agent  who
        accepts or rejects a vote, consent,  waiver,  proxy appointment or proxy
        appointment  revocation  in  good  faith  and  in  accordance  with  the
        standards of this  Section are not liable in damages to the  shareholder
        for the consequences of the acceptance or rejection.

                      2.12.6   Corporate  action  based  on  the  acceptance  or
        rejection  of a  vote,  consent,  waiver,  proxy  appointment  or  proxy
        appointment  revocation  under this  Section is valid  unless a court of
        competent jurisdiction determines otherwise.

                                      -5-
<PAGE>

               2.13   Action by Shareholders Without a Meeting.

                      2.13.1 Written  Consent.  Any action required or permitted
        to be taken at a  meeting  of the  shareholders  may be taken  without a
        meeting and  without  prior  notice if one or more  consents in writing,
        setting  forth the  action so taken,  shall be signed by the  holders of
        outstanding shares having not less than the minimum number of votes that
        would be  necessary  to  authorize  or take such  action at a meeting at
        which all  shareholders  entitled  to vote with  respect to the  subject
        matter  thereof were present and voted.  Action taken under this Section
        has the same  effect  as  action  taken at a duly  called  and  convened
        meeting of shareholders and may be described as such in any document.

                      2.13.2 Post-Consent Notice. Unless the written consents of
        all  shareholders  entitled  to vote have been  obtained,  notice of any
        shareholder  approval without a meeting shall be given at least ten days
        before the consummation of the action authorized by such approval to (i)
        those shareholders  entitled to vote who did not consent in writing, and
        (ii) those  shareholders  not entitled to vote.  Any such notice must be
        accompanied  by the same material that is required under the Statutes to
        be sent in a notice of meeting at which the  proposed  action would have
        been submitted to the shareholders for action.

                      2.13.3  Effective  Date and  Revocation  of  Consents.  No
        action  taken  pursuant to this section  shall be  effective  unless all
        written  consents  necessary  to support the action are  received by the
        corporation  within a sixty-day  period and not revoked.  Such action is
        effective as of the date the last written consent is received  necessary
        to effect the  action,  unless all of the  written  consents  specify an
        earlier or later date of the action.  Any  shareholder  giving a written
        consent  pursuant  to this  Section  may revoke the  consent by a signed
        writing  describing  the action and stating that the consent is revoked,
        provided that such writing is received by the  corporation  prior to the
        effective date of the action.

                      2.13.4  Unanimous   Consent  for  Election  of  Directors.
        Notwithstanding  subsection (a), directors may not be elected by written
        consent unless such consent is unanimous by all shares  entitled to vote
        for the election of directors.

               2.14  Voting for  Directors.  Unless  otherwise  provided  in the
articles of incorporation,  every shareholder  entitled to vote for the election
of directors has the right to cast,  in person or by proxy,  all of the votes to
which the  shareholder's  shares are  entitled  for as many persons as there are
directors to be elected and for whom election such  shareholder has the right to
vote.  Directors  are  elected  by a  plurality  of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

                          ARTICLE 3. BOARD OF DIRECTORS

               3.1 General  Powers.  Unless the articles of  incorporation  have
dispensed  with or limited the authority of the board of directors by describing
who  will  perform  some or all of the  duties  of a  board  of  directors,  all
corporate powers shall be exercised by or under the authority,  and the business

                                      -6-
<PAGE>

and affairs of the  corporation  shall be managed  under the  direction,  of the
board of directors.

               3.2 Number. Tenure and Qualification of Directors. The authorized
number  of  directors  shall  be  five  (5);  provided,  however,  that  if  the
corporation has less than two shareholders  entitled to vote for the election of
directors,  the board of directors may consist of a number of individuals  equal
to or  greater  than the number of those  shareholders.  The  current  number of
directors  shall be within  the limit  specified  above,  as  determined  (or as
amended from time to time) by a resolution adopted by either the shareholders or
the directors.  Each director shall hold office until the next annual meeting of
shareholders  or until the director's  earlier death,  resignation,  or removal.
However,  if his term  expires,  he shall  continue to serve until his successor
shall have been  elected  and  qualified,  or until  there is a decrease  in the
number  of  directors.  Directors  do not  need to be  residents  of  Nevada  or
shareholders of the corporation.

               3.3 Regular Meetings of the Board of Directors. A regular meeting
of the board of  directors  shall be held  without  other notice than this bylaw
immediately after, and at the same place as, the annual meeting of shareholders,
for the purpose of appointing  officers and  transacting  such other business as
may come before the meeting.  The board of directors may provide, by resolution,
the time and place for the holding of additional  regular meetings without other
notice than such resolution.

               3.4 Special Meetings of the Board of Directors.  Special meetings
of the board of directors may be called by or at the request of the president or
any director.  The person  authorized  to call special  meetings of the board of
directors may fix any place as the place for holding any special  meeting of the
board of directors.

               3.5  Notice  of,  and  Waiver of  Notice  for,  Special  Director
Meeting.  Unless the articles of  incorporation  provide for a longer or shorter
period,  notice of the date,  time,  and place of any special  director  meeting
shall be given at least two days previously thereto either orally or in writing.
Any director  may waive  notice of any  meeting.  Except as provided in the next
sentence,  the waiver must be in writing and signed by the director  entitled to
the notice.  The attendance of a director at a meeting shall constitute a waiver
of notice of such  meeting,  except  where a director  attends a meeting for the
express  purpose of  objecting  to the  transaction  of any  business and at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action  taken at the  meeting.  Unless  required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special  meeting of the board of  directors  need be  specified in the notice or
waiver of notice of such meeting.

               3.6    Director Quorum and Voting.

                      3.6.1  Quorum.  A  majority  of the  number  of  directors
        prescribed by resolution  shall  constitute a quorum for the transaction
        of business at any meeting of the board of directors unless the articles
        of incorporation require a greater percentage.

                      Unless the articles of  incorporation  provide  otherwise,
        any or all directors may participate in a regular or special meeting by,
        or conduct the meeting through the use of, any means of communication by

                                      -7-
<PAGE>

        which all directors  participating  may  simultaneously  hear each other
        during the meeting. A director  participating in a meeting by this means
        is deemed to be present in person at the meeting.

                      A  director  who is  present  at a meeting of the board of
        directors or a committee of the board of directors when corporate action
        is taken is deemed to have assented to the action taken unless:  (1) the
        director  objects at the  beginning of the meeting (or promptly upon his
        arrival) to holding or transacting  business at the meeting and does not
        thereafter  vote for or assent to any action taken at the  meeting;  and
        (2) the director contemporaneously requests his dissent or abstention as
        to any specific action be entered in the minutes of the meeting;  or (3)
        the director  causes  written  notice of his dissent or abstention as to
        any specific action be received by the presiding  officer of the meeting
        before  its  adjournment  or  to  the  corporation   immediately   after
        adjournment  of the meeting.  The right of dissent or  abstention is not
        available to a director who votes in favor of the action taken.

               3.7 Director  Action  Without a Meeting.  Any action  required or
permitted  to be  taken by the  board of  directors  at a  meeting  may be taken
without a meeting if all the directors consent to such action in writing. Action
taken by consent is effective when the last director signs the consent,  unless,
prior to such time,  any  director  has  revoked a consent  by a signed  writing
received  by the  corporation,  or unless  the  consent  specifies  a  different
effective  date.  A signed  consent has the effect of a meeting  vote and may be
described as such in any document.

               3.8  Resignation of Directors.  A director may resign at any time
by giving a written notice of resignation to the  corporation.  Such resignation
is effective when the notice is received by the  corporation,  unless the notice
specifies a later effective date.

               3.9 Removal of Directors. The shareholders may remove one or more
directors  at a meeting  called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles of incorporation  provide that directors may only be removed
with cause. If a director is elected by a voting group of shareholders, only the
shareholders  of that voting group may  participate in the vote to remove him. A
director  may be removed  only if the number of votes cast to remove him exceeds
the number of votes cast not to remove him.

               3.10  Board  of  Directors  Vacancies.  Unless  the  articles  of
incorporation provide otherwise,  if a vacancy occurs on the board of directors,
including a vacancy  resulting from an increase in the number of directors,  the
shareholders may fill the vacancy.  During such time that the shareholders  fail
or are unable to fill such vacancies then and until the shareholders act:

                      (a)    the board of directors may fill the vacancy; or

                      (b)  if  the  board  of  directors   remaining  in  office
        constitute  fewer than a quorum of the board,  they may fill the vacancy
        by the affirmative vote of a majority of all the directors  remaining in
        office.

                                      -8-
<PAGE>

               If the vacant  office was held by a director  elected by a voting
group of shareholders:

                      (a) if there are one or more directors elected by the same
        voting  group,  only such  directors  are  entitled  to vote to fill the
        vacancy if it is filled by the directors; and

                      (b) only the  holders of shares of that  voting  group are
        entitled   to  vote  to  fill  the  vacancy  if  it  is  filled  by  the
        shareholders.

               A vacancy that will occur at a specific  later date (by reason of
a resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

               3.11  Director  Compensation.  By  resolution  of  the  board  of
directors, each director may be paid his expenses, if any, of attendance at each
meeting of the board of directors and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the board of directors or both. No
such payment  shall  preclude any director from serving the  corporation  in any
other capacity and receiving compensation therefor.

               3.12   Director Committees.

                      3.12.1  Creation  of  Committees.  Unless the  articles of
        incorporation  provide otherwise,  the board of directors may create one
        or more  committees  and appoint  members of the board of  directors  to
        serve on them.  Each committee must have one or more members,  who shall
        serve at the pleasure of the board of directors.

                      3.12.2  Selection of Members.  The creation of a committee
        and  appointment of members to it must be approved by the greater of (1)
        a majority  of all the  directors  in office when the action is taken or
        (2) the number of directors required by the articles of incorporation to
        take such action.

                      3.12.3 Required Procedures. Those Sections of this Article
        3 which govern meetings,  actions without meetings, notice and waiver of
        notice, quorum and voting requirements of the board of directors,  apply
        to committees and their members.

                      3.12.4  Authority.  Unless  limited  by  the  articles  of
        incorporation,   each  committee  may  exercise  those  aspects  of  the
        authority of the board of directors which the board of directors confers
        upon such committee in the resolution creating the committee.  Provided,
        however, a committee may not:

                             (a)    authorize distributions;

                             (b) approve or propose to shareholders  action that
               the Statutes require be approved by shareholders;

                             (c)    fill  vacancies  on the  board of  directors
               or on any of its committees;

                                      -9-
<PAGE>


                             (d) amend the articles of incorporation pursuant to
               the authority of directors to do so;

                             (e)    adopt, amend or repeal bylaws;

                             (f)   approve  a  plan  of  merger  not   requiring
               shareholder approval;

                             (g) authorize or approve  reacquisition  of shares,
               except  according to a formula or method  prescribed by the board
               of directors; or

                             (h)  authorize  or approve the  issuance or sale or
               contract  for sale of shares or  determine  the  designation  and
               relative  rights,  preferences,  and  limitations  of a class  or
               series  of  shares,  except  that  the  board  of  directors  may
               authorize  a committee  (or an  officer)  to do so within  limits
               specifically prescribed by the board of directors.

                               ARTICLE 4. OFFICERS

               4.1 Number of Officers.  The officers of the corporation shall be
a president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors.  Such other officers and assistant officers as may be deemed
necessary,  including any vice presidents, may also be appointed by the board of
directors.  If specifically authorized by the board of directors, an officer may
appoint one or more  officers or assistant  officers.  The same  individual  may
simultaneously hold more than one office in the corporation.

               4.2  Appointment  and  Term  of  Office.   The  officers  of  the
corporation  shall  be  appointed  by the  board  of  directors  for a  term  as
determined by the board of directors.  If no term is specified,  they shall hold
office  until the first  meeting of the  directors  held  after the next  annual
meeting of  shareholders.  If the  appointment  of officers shall not be made at
such  meeting,  such  appointment  shall  be  made  as  soon  thereafter  as  is
convenient.  Each officer shall hold office until his successor  shall have been
duly  appointed  and shall have  qualified  until his  death,  or until he shall
resign or is removed.

               The designation of a specified term does not grant to the officer
any contract  rights,  and the board may remove the officer at any time prior to
the termination of such term.

               4.3 Removal of  Officers.  Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

               4.4 Resignation of Officers.  Any officer may resign at any time,
subject to any rights or obligations  under any existing  contracts  between the
officers  and the  corporation,  by giving  notice to the  president or board of
directors.  An  officer's  resignation  shall take effect at the time  specified
therein,  and the acceptance of such resignation  shall not be necessary to make
it effective.

                                      -10-
<PAGE>


               4.5  President.  Unless the board of directors has designated the
chairman of the board as chief  executive  officer,  the president  shall be the
chief executive  officer of the corporation  and,  subject to the control of the
board of directors,  shall in general  supervise and control all of the business
and affairs of the  corporation.  Unless  there is a chairman of the board,  the
president shall,  when present,  preside at all meetings of the shareholders and
of the board of directors.  The  president  may sign,  with the secretary or any
other proper officer of the  corporation  thereunder  authorized by the board of
directors,  certificates  for shares of the  corporation  and deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  board of  directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the board of  directors  or by these
bylaws to some other officer or agent of the  corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  president  and such  other  duties as may be
prescribed by the board of directors from time to time.

               4.6  Vice  Presidents.  If  appointed,  in  the  absence  of  the
president  or in the event of his death,  inability  or refusal to act, the vice
president  (or in the  event  there be more  than one vice  president,  the vice
presidents  in the  order  designate  at the time of their  election,  or in the
absence  of any  designation,  then in the  order  of their  appointment)  shall
perform  the duties of the  president,  and when so  acting,  shall have all the
powers of, and be subject to, all the restrictions upon the president.

               4.7 Secretary.  The secretary  shall: (a) keep the minutes of the
proceedings of the shareholders,  the board of directors,  and any committees of
the  board in one or more  books  provided  for that  purpose;  (b) see that all
notices are duly given in accordance  with the  provisions of these bylaws or as
required by law; (c) be custodian of the corporate  records;  (d) when requested
or required, authenticate any records of the corporation; (e) keep a register of
the post office  address of each  shareholder  which shall be  furnished  to the
secretary by such shareholder; (f) sign with the president, or a vice president,
certificates  for shares of the  corporation,  the  issuance of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the  corporation;  and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned by the  president or by the board of  directors.  Assistant
secretaries,  if any,  shall  have the same  duties and  powers,  subject to the
supervision of the secretary.

               4.8 Treasurer.  The treasurer  shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such bank,  trust companies,  or other  depositaries as shall be selected by the
board of directors; and (c) in general perform all of the duties incident to the
office of  treasurer  and such other duties as from time to time may be assigned
by the  president  or by the board of  directors.  If  required  by the board of
directors,  the treasurer shall give a bond for the faithful discharge of his or
her  duties  in such  sum and with  such  surety  or  sureties  as the  board of
directors shall  determine.  Assistant  Treasurers,  if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

               4.9  Salaries.  The salaries of the officers  shall be fixed from
time to time by the board of directors.

                                      -11-
<PAGE>

                    ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, AGENTS, AND EMPLOYEES

               5.1  Indemnification  of Directors.  Unless otherwise provided in
the articles of  incorporation,  the corporation  shall indemnify any individual
made a party to a proceeding  because the individual is or was a director of the
corporation,  against  liability  incurred in the  proceeding,  but only if such
indemnification is both (i) determined permissible and (ii) authorized,  as such
are defined in subsection (a) of this Section 5.1.

                      5.1.1  Determination  of  Authorization.  The  corporation
        shall not indemnify a director under this Section unless:

                             (a) a  determination  has been  made in  accordance
               with the  procedures  set forth in the Statutes that the director
               met the  standard of conduct set forth in  subsection  (b) below,
               and

                             (b) payment has been  authorized in accordance with
               the  procedures  set forth in the Statutes  based on a conclusion
               that  the  expenses  are  reasonable,  the  corporation  has  the
               financial  ability  to  make  the  payment,   and  the  financial
               resources of the corporation should be devoted to this use rather
               than some other use by the corporation.

                      5.1.2   Standard  of   Conduct.   The   individual   shall
        demonstrate that:

                             (a) he or she conducted himself in good faith; and

                             (b) he or she reasonably believed:

                                 (i) in  the  case  of  conduct in his  official
                      capacity with the corporation, that his conduct was in its
                      best interests;

                                (ii) in all other  cases,  that his  conduct was
                      at least not opposed to its best interests; and

                               (iii)  in the case of any criminal proceeding, he
                      or she had no reasonable  cause to believe his conduct was
                      unlawful.

                      5.1.3   Indemnification  in  Derivative  Actions  Limited.
        Indemnification  permitted  under  this  Section  in  connection  with a
        proceeding  by  or in  the  right  of  the  corporation  is  limited  to
        reasonable expenses incurred in connection with the proceeding.

                      5.1.4 Limitation on Indemnification. The corporation shall
        not indemnify a director under this Section of Article 5:

                             (a) in  connection  with a proceeding  by or in the
               right of the  corporation  in which  the  director  was  adjudged
               liable to the corporation; or

                                      -12-
<PAGE>


                             (b)  in  connection   with  any  other   proceeding
               charging  improper  personal benefit to the director,  whether or
               not involving action in his or her official capacity, in which he
               or she was adjudged liable on the basis that personal benefit was
               improperly received by the director.

               5.2 Advance of Expenses for Directors. If a determination is made
following  the  procedures  of the  Statutes,  that  the  director  has  met the
following requirements, and if an authorization of payment is made following the
procedures  and  standards  set forth in the  Statutes,  then  unless  otherwise
provided in the  articles of  incorporation,  the  corporation  shall pay for or
reimburse  the  reasonable  expenses  incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:

                      (a) the  director  furnishes  the  corporation  a  written
        affirmation  of his good faith  belief  that he has met the  standard of
        conduct described in this section;

                      (b) the  director  furnishes  the  corporation  a  written
        undertaking,  executed personally or on his behalf, to repay the advance
        if it is  ultimately  determined  that he did not meet the  standard  of
        conduct;

                      (c) a  determination  is made that the facts then known to
        those making the determination would not preclude  indemnification under
        this Section or the Statutes.

               5.3 Indemnification of Officers, Agents and Employees Who Are Not
Directors. Unless otherwise provided in the articles of incorporation, the board
of directors  may indemnify and advance  expenses to any officer,  employee,  or
agent of the corporation,  who is not a director of the corporation, to the same
extent as to a director, or to any greater extent consistent with public policy,
as determined by the general or specific actions of the board of directors.

               5.4   Insurance.   By   action   of  the   board  of   directors,
notwithstanding  any interest of the directors in such action,  the  corporation
may  purchase  and  maintain  insurance  on behalf  of a person  who is or was a
director, officer, employee, fiduciary or agent of the corporation,  against any
liability  asserted  against or  incurred  by such  person in that  capacity  or
arising from such person's status as a director,  officer, employee,  fiduciary,
or agent,  whether or not the corporation would have the power to indemnify such
person under the applicable provisions of the Statutes.

                                ARTICLE 6. STOCK

               6.1 Issuance of Shares.  The issuance or sale by the  corporation
of any shares of its authorized  capital stock of any class,  including treasury
shares, shall be made only upon authorization by the board of directors,  unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit  to  the  corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities  of the  corporation.  Shares shall be issued for such  consideration
expressed  in  dollars  as  shall  be fixed  from  time to time by the  board of
directors.

                                      -13-
<PAGE>

               6.2    Certificates for Shares.

                      6.2.1  Content.  Certificates  representing  shares of the
        corporation  shall  at  minimum,  state  on  their  face the name of the
        issuing corporation and that it is formed under the laws of the State of
        Nevada;  the name of the person to whom issued; and the number and class
        of shares and the  designation  of the series,  if any, the  certificate
        represents; and be in such form as determined by the board of directors.
        Such  certificates  shall be signed (either manually or by facsimile) by
        the  president or a vice  president and by the secretary or an assistant
        secretary  and  may be  sealed  with a  corporate  seal  or a  facsimile
        thereof. Each certificate for shares shall be consecutively  numbered or
        otherwise identified.

                      6.2.2 Legend as to Class or Series.  If the corporation is
        authorized  to issue  different  classes of shares or  different  series
        within a class,  the  designations,  relative  rights,  preferences  and
        limitations  applicable  to each  class and the  variations  in  rights,
        preferences  and  limitations   determined  for  each  series  (and  the
        authority of the board of directors to determine  variations  for future
        series)  must be  summarized  on the front or back of each  certificate.
        Alternatively,  each certificate may state conspicuously on its front or
        back that the corporation  will furnish the shareholder this information
        on request in writing and without charge.

                      6.2.3 Shareholder List. The name and address of the person
        to whom the shares  represented  thereby are issued,  with the number of
        shares and date of issue,  shall be entered on the stock  transfer books
        of the corporation.

                      6.2.4 Transferring Shares. All certificates surrendered to
        the corporation  for transfer shall be canceled and no new  certificates
        shall be issued until the former certificate for a like number of shares
        shall have been surrendered and canceled, except that in case of a lost,
        destroyed,  or mutilated  certificate,  a new one may be issued therefor
        upon  such  terms  and  indemnity  to the  corporation  as the  board of
        directors may prescribe.

               6.3    Shares Without Certificates

                      6.3.1  Issuing  Shares  Without  Certificates.  Unless the
        articles of incorporation provide otherwise,  the board of directors may
        authorize  the  issue  of some or all  the  shares  of any or all of its
        classes  or series  without  certificates.  The  authorization  does not
        affect  shares  already  represented  by  certificates  until  they  are
        surrendered to the corporation.

                      6.3.2 Information Statement Required.  Within a reasonable
        time after the issue or transfer  of shares  without  certificates,  the
        corporation shall send the shareholder a written  statement  containing,
        at a minimum, the information required by the Statutes.

               6.4  Registration of the Transfer of Shares.  Registration of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order to  register a transfer,  the record  owner
shall  surrender  the  shares  to the  corporation  for  cancellation,  properly
endorsed by the appropriate  person or persons with  reasonable  assurances that

                                      -14-
<PAGE>

the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial  owner of shares held by a nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
shares stand in the books of the corporation  shall be deemed by the corporation
to be the owner thereof for all purposes.

               6.5 Restrictions on Transfer or Registration of Shares. The board
of  directors  or  shareholders  may  impose  restrictions  on the  transfer  or
registration of transfer of shares (including any security  convertible into, or
carrying a right to subscribe for or acquire  shares).  A  restriction  does not
affect shares issued before the  restriction  was adopted  unless the holders of
the shares  are  parties to the  restriction  agreement  or voted in favor of or
otherwise consented to the restriction.

               A  restriction  on the  transfer or  registration  of transfer of
shares may be authorized:

                      (a) to  maintain  the  corporation's  status  when  it  is
        dependent on the number or identity of its shareholders;

                      (b) to preserve entitlements, benefits or exemptions under
        federal or local laws; and

                      (c) for any other reasonable purposes.

               A  restriction  on the  transfer or  registration  of transfer of
shares may:

                      (a) obligate    the    shareholder   first  to  offer  the
        corporation   or   other   persons    (separately,    consecutively   or
        simultaneously) an opportunity to acquire the restricted shares;

                      (b) obligate the corporation or other persons (separately,
        consecutively or simultaneously) to acquire the restricted shares;

                      (c)   require  as  a   condition   to  such   transfer  or
        registration, that any one or more persons, including the holders of any
        of its shares,  approve the transfer or  registration if the requirement
        is not manifestly unreasonable; or

                      (d) prohibit the transfer or the  registration of transfer
        of the restricted shares to designated persons or classes of persons, if
        the prohibition is not manifestly unreasonable.

               A  restriction  on the  transfer or  registration  of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if the  restriction  is  authorized  by this Section and its  existence is noted
conspicuously  on the front or back of the  certificate  or is  contained in the
information  statement  required by this Article 6 with regard to shares  issued
without certificates.  Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

                                      -15-
<PAGE>

               6.6  Corporation's  Acquisition of Shares.  The  corporation  may
acquire  its own shares and the shares so  acquired  constitute  authorized  but
unissued shares.

               If the articles of incorporation prohibit the reissue of acquired
shares,  the  number of  authorized  shares is  reduced  by the number of shares
acquired,  effective  upon  amendment  of the articles of  incorporation,  which
amendment may be adopted by the  shareholders or the board of directors  without
shareholder action. The articles of amendment must be delivered to the Secretary
of State and must set forth:

                      (a)    the name of the corporation;

                      (b) the  reduction  in the  number of  authorized  shares,
        itemized by class and series;

                      (c) the total  number of  authorized  shares,  itemized by
        class and series, remaining after reduction of the shares; and

                      (d) a  statement  that the  amendment  was  adopted by the
        board of  directors  without  shareholder  action  and that  shareholder
        action was not required.

                            ARTICLE 7. DISTRIBUTIONS

               7.1  Distributions  to  Shareholders.  The board of directors may
authorize,  and the corporation may make,  distributions  to the shareholders of
the corporation  subject to any  restrictions in the  corporation's  articles of
incorporation and in the Statutes.

               7.2 Unclaimed Distributions.  If the corporation has mailed three
successive  distributions to a shareholder at the shareholder's address as shown
on the corporation's  current record of shareholders and the distributions  have
been returned as undeliverable,  no further attempt to deliver  distributions to
the  shareholder  need be made until another address for the shareholder is made
known to the corporation,  at which time all distributions accumulated by reason
of this  Section,  except as otherwise  provided by law,  shall be mailed to the
shareholder at such other address.

                            ARTICLE 8. MISCELLANEOUS

               8.1  Inspection  of  Records by  Shareholders  and  Directors.  A
shareholder  or  director  of the  corporation  is entitled to inspect and copy,
during regular business hours at the corporation's  principal office, any of the
records of the corporation  required to be maintained by the  corporation  under
the Statutes,  if such person gives the corporation written notice of the demand
at least five  business  days  before the date on which such a person  wishes to
inspect and copy. The scope of such inspection  right shall be as provided under
the Statutes.

               8.2  Corporate  Seal.  The  board  of  directors  may  provide  a
corporate  seal which may be  circular  in form and have  inscribed  thereon any
designation  including the name of the corporation,  the state of incorporation,
and the words "Corporate Seal."

                                      -16-
<PAGE>


               8.3 Amendments. The corporation's board of directors may amend or
repeal the corporations' bylaws at any time unless:

                      (a) the articles of  incorporation or the Statutes reserve
        this power exclusively to the shareholders in whole or part; or

                      (b) the shareholders in adopting, amending, or repealing a
        particular  bylaw provide  expressly that the board of directors may not
        amend or repeal that bylaw; or

                      (c) the bylaw either  establishes,  amends, or deletes,  a
        greater shareholder quorum or voting requirement.

               Any amendment which changes the voting or quorum  requirement for
the board must meet the same quorum  requirement and be adopted by the same vote
and  voting  groups  required  to  take  action  under  the  quorum  and  voting
requirements then in effect or proposed to be adopted, whichever is greater.

               DATED this 21st day of July, 1999.



                                            -----------------------------------
                                            James R. Ladd, Director










                                      -17-