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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                       ENDEAVOUR INTERNATIONAL CORPORATION

                              A Nevada Corporation

                                    ARTICLE I

                                  Stockholders

      Section 1. Annual Meeting. Annual meetings of the stockholders, commencing
with the year 2000, shall be held on the 13TH day of January each year if not a
legal holiday and, if a legal holiday, then on the next secular day following,
or at such other time as may be set by the Board of Directors from time to time,
at which the stockholders shall elect by vote a Board of Directors and transact
such other business as may be properly be brought before the meeting.

      Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President or the Secretary by resolution
of the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.

      Section 3. Place of Meetings. All annual meetings of the stockholders
shall be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

      Section 4. Quorum: Adjourned Meetings. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

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      Section 5. Voting. Each stockholder of record of the corporation holding
stock which is entitled to vote at this meeting shall be entitled at each
meeting of stockholders to one vote for each share of stock standing in his name
on the books of the corporation. Upon the demand of any stockholder, the vote
for directors and the vote upon any question before the meeting shall be by
ballot.

      When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statues or of the Articles of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

      Section 6. Proxies. At any meeting of the stockholders any stockholder may
be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding officer of the meeting.

      Section 7. Action Without Meeting. Any action which may be taken by the
vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

                                   ARTICLE II

                                    Directors

      Section 1. Management of Corporation. The business of the corporation
shall be managed by its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

      Section 2. Number, Term of Office and Classification. The number of
directors which shall constitute the entire Board of Directors shall be at least
one. The number of

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directors may from time to time be increased or decreased to not less than one
nor more than fifteen as determined by resolution of the Board of Directors.
Directors need not be stockholders. The directors shall be divided into three
classes, designated Class I, Class II, and Class III. Each class shall consist,
as nearly as possible, of one-third of the total number of directors
constituting the entire Board of Directors, and in any event at least one-fourth
in number of the directors constituting the entire Board of Directors shall be
elected annually. The term of each incumbent director of the Company as of the
date upon which these Bylaws were amended to provide for three classes of
directors shall terminate at the next annual meeting of stockholders (the
"Effective Time"), and prior to the Effective Time the Board of Directors shall
designate the class to which each director nominee for election at the next
annual meeting of stockholders shall be a member if elected. The initial term of
the directors in Class I shall extend until the first annual meeting of
stockholders following the Effective Time; the initial term of directors in
Class II shall extend until the second annual meeting of stockholders following
the Effective Time; and the initial term of the directors in Class III shall
extend until the third annual meeting of stockholders following the Effective
Time. At each succeeding annual meeting of stockholders, successors to directors
of the class whose term expires at such annual meeting will be elected to serve
for three-year terms and until their successors are elected and qualified or
they resign or are removed. Directors for each class being elected at an annual
meeting of stockholders will be elected by a plurality of the votes cast by the
holders of shares entitled to vote in such an election.

      In the event the number of directors constituting any class of directors
does not constitute at least one-fourth of the entire board of directors to be
elected at the annual meeting of stockholders, the Board of Directors shall
take, at or prior to such annual meeting, such action as it deems necessary or
appropriate to ensure that at least one-fourth of the directors constituting the
entire Board of Directors is elected at such annual meeting, including, without
limitation, increasing the number of directors constituting any class of
directors.

      In the event of any changes in the number of directors, each director then
continuing to serve shall nevertheless continue as a director of the class of
which such director is a member until the expiration of such director's current
term, or prior death, resignation or removal. The Board of Directors shall
specify the class to which a newly created directorship shall be allocated.

      Section 3. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of directors, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or special meeting of the stockholders. The holders of
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.

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

      If the Board of Directors accepts the resignation of a director tendered
to take effect at a future time, the Board or the stockholders shall have power
to elect a successor to take office when the resignation is to become effective.

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

      Section 4. Annual and Regular Meetings. Regular meetings of the Board of
Directors shall be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation regular meetings
shall be held at the registered office of the corporation. Special meetings of
the Board may be held either at a place so designated or at the registered
office.

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

      Section 5. First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting of
stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.

      Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman or the President or by any Vice-President or by
any two directors.

      Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or if such address is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least three (3) days
prior to the time of the holding of the meeting. In case such notice is hand
delivered as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.

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      Section 7. Business of Meetings. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

      Section 8. Quorum: Adjourned Meetings. A majority of the authorized number
of directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the Board
shall be as valid and effective in all respects as if passed by the Board in
regular meeting.

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

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

      Section 9. Committees. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more committees of the Board
of Directors, each committee to consist of at least one or more of the directors
of the corporation which, to the extent provided in the resolution, shall have
and may exercise the power of the Board of Directors in the management of the
business and affairs of the corporation and may have power to authorize the seal
of the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from
time to time by the Board of Directors. The members of any such committee
present at any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.

      The committees shall keep regular minutes of their proceedings and report
the same to the Board of Directors.

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      Section 10. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.

      Section 11. Special Compensation. The directors may be paid their expenses
of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standincommittees may be allowed like reimbursement and
compensation for attending committee meetings.

                                   ARTICLE III

                                     Notices

      Section I. Notice of meetings. Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.

      Section 2. Effect of Irregularly Called Meetings. Whenever all parties
entitled to vote at any meeting, whether of directors or stockholders, consent,
either by a writing on the records of the meeting or filed with the secretary,
or by presence at such meeting and oral consent entered on the minutes, or
taking part in the deliberations at such meeting without objection, the doings
of such meeting shall be as valid as if had at a meeting regularly called and
noticed, and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time, and if any meeting be irregular for want
of notice or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such

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meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

      Section 3. Waiver of Notice. Whenever any notice whatever is required to
be given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE IV

                                    Officers

      Section 1. Election. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer,
none of whom need be directors. Any person may hold two or more offices. The
Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the
Board, one or more vice-presidents, assistant treasurers and assistant
secretaries.

      Section 2. Chairman of the Board. The Chairman of the Board shall preside
at meetings of the stockholders and the Board of Directors, and shall see that
all orders and resolutions of the Board of Directors are carried into effect.

      Section 3. Vice-Chairman of the Board. The Vice-Chairman shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors may from time to time prescribe.

      Section 4. President. The President shall be the chief executive officer
of the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation. In the absence of the President the Vice-President
will assume all of the President's responsibilities.

      Section 5. Vice-President. The Vice-President shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.

      Section 6. Secretary. The Secretary shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to

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be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the President or the Board of Directors. In the absence of the Secretary the
Vice-President will assume all of the Secretary's responsibilities.

      Section 7. Assistant Secretaries. The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

      Section 8. Treasurer. The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation. In the absence of the Treasurer the Vice-President will assume all
of the Treasurer's responsibilities.

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

      Section 9. Assistant Treasurers. The Assistant Treasurers in the order of
their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

      Section 10. Compensation. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.

      Section 11. Removal: Resignation. The officers of the corporation shall
hold office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.

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                                    ARTICLE V

                                  Capital Stock

      Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the corporation shall issue to represent such stock.

      If a certificate is signed (1) by a transfer agent other than the
corporation or its employees or (2) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.

      Section 2. Surrendered: Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.

      Section 3. Replacement Certificates. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

      Section 4. Record Date. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any distribution, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go

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into effect, or a date in connection with obtaining the consent of stockholders
for any purpose, as a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting, and any adjournment
thereof, or entitled to receive payment of any such distribution, or to give
such consent, and in such case, such stockholders, and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to
notice of and to vote at such meeting, or any adjournment thereof, or to receive
payment of such distribution, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

      Section 5. Registered Owner. The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.

                                   ARTICLE VI

                               General Provisions

      Section 1. Registered Office. The registered office of this corporation
shall be in the State of Nevada.

      The corporation may also have offices at such other places both within and
without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.

      Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Distributions may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.

      Section 3. Reserves. Before payment of any distribution, there may be set
aside out of any funds of the corporation available for distributions such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the corporation or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

      Section 4. Checks: Notes. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

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      Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

      Section 6. Corporate Seal. The corporation may or may not have a corporate
seal, as may from time to time be determined by resolution of the Board of
Directors. If a corporate seal is adopted, it shall have inscribed thereon the
name of the corporation and the words "Corporate Seal" and "Nevada". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.

                                   ARTICLE VII

                                 Indemnification

      Section 1. Indemnification of Officers and Directors, Employees and Other
Persons. Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the general corporation law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.

      Section 2. Insurance. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.

      Section 3. Further Bylaws. The Board of Directors may from time to time
adopt further Bylaws with respect to indemnification and may amend these and
such Bylaws to

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provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Nevada.

                                  ARTICLE VIII

                                   Amendments

      Section I. Amendments by Stockholders. The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote for
the election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.

      Section 2. Amendments by Board of Directors. The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.

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