AMENDED AND RESTATED




                                     BYLAWS




                                       OF




                             PYR ENERGY CORPORATION




          (As approved by the Board Of Directors on October 22, 1999.)








<PAGE>


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             PYR ENERGY CORPORATION


                                   ARTICLE I.

                                     Offices
                                     -------

     The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware or such other city and
county as the board of directors shall determine.

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

                                   ARTICLE II.

                                  Stockholders
                                  ------------

     Section 1. Annual Meeting. The annual meeting of the stockholders shall be
held at a time and date 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 election of directors shall not be held at the annual
meeting of the stockholders, or at any adjournment thereof, the board of
directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as conveniently may be.

     Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statute, may be called by the president
or by the board of directors.

     Section 3. Place Of Meeting. The person or persons authorized to call any
annual or special meeting may designate any place, either within or outside
Delaware, as the place for the meeting. If no designation is made, the place of
meeting shall be the principal corporate offices of the corporation.

     Section 4. Fixing Date For Determination Of Stockholders Of Record. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or

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entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for any other lawful action, the board of directors may fix, in
advance, a date as the record date for any such determination of stockholders,
which date shall not be more than 60 nor less than ten days before the date of
such meeting, nor more than 60 days prior to any other action. If no record date
is fixed then the record date shall be as follows: (a) for determining
stockholders entitled to notice of or to vote at the meeting of stockholders,
the close of business on the day next preceding the day on which the meeting is
held; (b) for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is necessary, the day on which the first written consent is expressed,
and (c) for determining stockholders for any other purpose, the close of
business on the day on which the board of directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

     Section 5. Notice Of Meeting. Written notice stating the place, day and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than 60 days before the date of the meeting, unless otherwise required
by statute, either personally or by mail, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder at his
address as it appears on the stock books of the corporation, with postage
thereon prepaid. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

     Section 6. Organization. The president or any vice president shall call
meetings of stockholders to order and act as chairman of such meetings. In the
absence of said officers, any stockholder entitled to vote at that meeting, or
any proxy of any such stockholder, may call the meeting to order and a chairman
shall be elected by a majority of the stockholders entitled to vote at that
meeting. In the absence of the secretary or any assistant secretary of the
corporation, any person appointed by the chairman shall act as secretary of such
meetings.

     Section 7. Agenda And Procedure. The board of directors shall have the
responsibility of establishing an agenda for each meeting of stockholders,
subject to the rights of stockholders to raise matters for consideration which
may otherwise properly be brought before the meeting although not included
within the agenda. The chairman shall be charged with the orderly conduct of all
meetings; provided however, that in the event of any difference in opinion with
respect to the proper cause of action which cannot be resolved by reference to
statute, or to the articles of incorporation or these bylaws, Robert's Rules Of
Order (as last revised) shall govern the disposition of the matter.

     Section 8. Voting Lists. The officer who has charge of the stock books of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the

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meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of each stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 9. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders for the transaction of business except as otherwise
provided by statute or by the certificate of incorporation. If fewer than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time in
accordance with Section 5 of this Article, until a quorum shall be present or
represented.

     Section 10. Manner Of Acting. When a quorum is present at any meeting, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders,
unless a different vote is required by law or the certificate of incorporation,
in which case such express provision shall govern.

     Section 11. Informal Action By Stockholders. Unless otherwise provided in
the certificate of incorporation, any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, provided that a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock 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 shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. In the event that the action
which is consented to is such as would require the filing of a certificate with
the Secretary of State of Delaware under the General Corporation Law of the
State of Delaware if such action had been voted on by stockholders at a meeting
thereof, the certificate filed shall state, in lieu of any statement required
under law concerning any vote of stockholders, that written consent has been
given in accordance with the provision of law and that written notice has been
given as provided by law.

     Section 12. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize any other person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date unless the proxy provides for a longer period.

     Section 13. Voting Of Shares. Unless otherwise provided in the certificate
of incorporation and subject to the provisions of Section 4 of this Article,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder. In the election of directors, each record holder of

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stock entitled to vote at such election shall have the right to vote the number
of shares owned by him for as many persons as there are directors to be elected,
and for whose election he has the right to vote. Cumulative voting shall not be
allowed.

     Section 14. Voting Of Shares By Certain Holders. Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation the pledgor has expressly empowered the
pledgee to vote thereon, in which case only the pledgee or his proxy may
represent such shares and vote thereon. If shares stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the corporation is given written notice to the contrary
and if 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 be as set forth in the General Corporation Law of the State of
Delaware.

     Section 15. Inspectors. The chairman of the meeting may at any time appoint
one or more inspectors to serve at a meeting of the stockholders. Such
inspector(s) shall decide upon the qualifications of voters, including the
validity of proxies, accept and count the votes for and against the questions
presented, report the results of such votes, and subscribe and deliver to the
secretary of the meeting a certificate stating the number of shares of stock
issued and outstanding and entitled to vote thereon and the number of shares
voted for and against the questions presented. The inspector(s) does not need to
be a stockholder of the corporation, and any director or officer of the
corporation may be an inspector on any question other than a vote for or against
his election to any position with the corporation or on any other question in
which he may be directly interested.

                                  ARTICLE III.

                               Board Of Directors
                               ------------------

     Section 1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of its board of directors, except as
otherwise provided in the General Corporation Law of the State of Delaware or
the certificate of incorporation.

     Section 2. Number, Tenure And Qualification. The number of directors of the
corporation shall be as determined by the board of directors and shall be not
less than three nor more than nine. Directors shall be elected at each annual
meeting of stockholders except as otherwise provided in Section 3 of this
Article. Each director shall hold office until his successor shall have been
elected and qualified or until the earliest of his death, resignation or
removal. Directors need not be residents of Delaware or stockholders of the
corporation.

     Section 3. Vacancies. Any director may resign at any time by giving written
notice to the corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any vacancy or

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newly created directorship resulting from an increase in the authorized number
of directors may be filled by the affirmative vote of the majority of directors
then in office, although less than a quorum, or by a sole remaining director,
and a director so chosen shall hold office until the next annual election and
until his successor is duly elected and qualified, unless sooner displaced. If
at any time, by reason of death, resignation or other cause, the corporation
should have no directors in office, then an election of directors may be held in
the manner provided by law. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill any vacancy
or vacancies, with the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office until the next annual election and until his successor is duly elected
and has qualified.

     Section 4. Regular Meetings. Unless otherwise approved by 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 stockholders. The board of directors may provide by resolution
the time and place, either within or outside Delaware, for the holding of
additional regular meetings without other notice than such resolution.

     Section 5. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or outside Delaware, as the place for holding any
special meeting of the board of directors called by them.

     Section 6. Notice. Notice of any special meeting shall be given at least 24
hours previous thereto by written notice delivered personally, or at least one
business day (and not less than 24 hours) previous thereto if sent by facsimile
or electronic mail to the business address of the director, or at least five
days previous thereto if mailed to a director at his business address, or by
notice given at least two days previous thereto by telegraph. If sent by
facsimile or electronic mail, such notice shall be deemed delivered when the
electronic transmission has been completed and the person giving the notice
should use all reasonable efforts to notify the recipient by telephone,
voicemail message or other telephonic message of the delivery of the notice. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

     Section 7. Quorum. A majority of the number of directors then in office
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

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     If a meeting of the board of directors at which a quorum is present is
adjourned for more than 24 hours, notice of the time and place of reconvention
of the adjourned meeting shall be given, to those directors who were not present
at the adjournment of the meeting, in accordance with the provisions of Section
6 of this Article.

     Section 8. Manner Of Acting. The vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, except as may be otherwise specifically provided by law or the
certificate of incorporation.

     Section 9. Removal. Unless otherwise restricted by law, any director or the
entire board of directors may be removed, with or without cause, by the holders
of a majority of shares then entitled to vote at a meeting of stockholders.

     Section 10. Committees. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors and except as prohibited below in this
paragraph, shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amend the certificate of incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
to recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or to amend the bylaws of the corporation; and,
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.

     Section 11. Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at such 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 any committee of the board may be allowed like compensation for attending
committee meetings.

     Section 12. Action By Written Consent Of Directors. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the board of directors or
any committee thereof may be taken without a meeting if all members of the board
or committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of the proceedings of the board or
committee.

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     Section 13. Meetings By Telephone. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the board of directors,
or any committee designated by the board of directors, may participate in a
meeting of the board of directors, or any committee thereof, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting in such manner shall constitute presence in person at the meeting.

                                   ARTICLE IV.

                               Officers And Agents
                               -------------------

     Section 1. General. The officers of the corporation shall be a president, a
secretary and a Treasurer and/or Chief Financial Officer. The board of directors
may appoint such other officers, assistant officers, and agents, a chairman or
vice-chairmen of the board, assistant secretaries and assistant Treasurers, as
they may consider necessary, who shall be chosen in such manner and hold their
offices for such terms and have such authority and duties as from time to time
may be determined by the board of directors. The salaries of all the officers of
the corporation shall be fixed by the board of directors. Any number of offices
may be held by the same person with the exception of the office of president and
secretary being held simultaneously by the same person, or as otherwise provided
in the certificate of incorporation or these bylaws.

     Section 2. Election And Term Of Office. The officers of the corporation
shall be elected by the board of directors annually at the first meeting of the
board held after each annual meeting of the stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and qualified or until the earliest to
occur of his death, resignation or removal.

     Section 3. Removal. Any officer or agent elected or appointed by the board
of directors may be removed at any time by the board whenever in its judgment
the best interests of the corporation will be served thereby.

     Section 4. Vacancies. Any officer may resign at any time upon written
notice to the corporation. Such resignation shall take effect at the time stated
therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in any office by death, resignation, removal or otherwise shall be filled by the
board of directors for the unexpired portion of the term. If any officer shall
be absent or unable for any reason to perform his duties, the board of

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directors, to the extent not otherwise inconsistent with these bylaws or law,
may direct that the duties of such officer during such absence or inability
shall be performed by such other officer or assistant officer as seems advisable
to the board.

     Section 5. Authority And Duties Of Officers. The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below, and as may be otherwise specified by the board of
directors or by these bylaws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by law, and in
cases where the duties of any officer or agent are not prescribed by these
bylaws or by the board of directors, such officer or agent shall follow the
orders and instructions of each of the following in the following order of
priority: (a) the chief executive officer, (b) the president and (c) if a
chairman of the board is elected, then the chairman of the board.

          (a) Chief Executive Officer. The chief executive officer, subject to
the direction and supervision of the board of directors, shall have the
following responsibilities: (i) have general and active control of the
corporation's affairs, business and property and general supervision of its
officers, agents and employees; (ii) preside at all meetings of the
stockholders; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) sign or countersign all
certificates, contracts and other instruments of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation. In
addition, the chief executive officer shall, unless otherwise directed by the
board of directors, attend in person or by substitute appointed by them, or by
written instruments appointing proxy or proxies to represent the corporation,
all meetings of the stockholders of any corporation in which the corporation
shall hold any stock and may, on behalf of the corporation, in person or by
substitute or proxy, execute written waivers of notice and consents with respect
to such meetings. At all such meetings, and otherwise, the chief executive
officer, in person or by substitute or proxy as aforesaid, may vote the stock so
held by the corporation and may execute written consent and other instruments
with respect to such stock and may exercise any and all rights and powers
incident to the ownership of said stock, subject however to the instructions, if
any, of the board of directors. Subject to the directions of the board of
directors, the chief executive officer shall exercise all other powers and
perform all other duties normally incident to the office of chief executive
officer of a corporation and shall exercise such other powers and perform such
other duties as from time to time may be assigned to him by the board.

          (b) President. The president shall be the chief operating officer of
the corporation and shall report to and be subject to the direction and
supervision of the chief executive officer. At any time that there is no one who
has been elected and is then serving as chief executive officer, the president
shall have the powers and perform the duties of the chief executive officer.

          (c) Chairman Of The Board. If a chairman of the board has been
elected, the chairman of the board shall preside at all meetings of the board of
directors. The chairman of the board shall not have the authority to act on
behalf of the corporation, or otherwise commit or bind the corporation, unless
specifically authorized by the board of directors in specific instances.

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          (d) Vice Presidents. The vice presidents, if so directed, shall assist
the chief executive officer and shall perform such duties as may be assigned to
them by the chief executive officer or by the board of directors. In the absence
of the president, the vice president designated by the board of directors or (if
there be no such designation) the vice president senior in rank as fixed by the
board of directors or (if there be no designation or ranking by the board of
directors) the vice president designated in writing by the president shall have
the powers and perform the duties of the president. If no such designation or
ranking shall be made all vice presidents may exercise such powers and perform
such duties.

          (e) Secretary. The secretary shall perform the following functions:
(i) record or cause to be recorded the proceedings of the meetings of the
stockholders, the board of directors and any committees of the board of
directors in a book to be kept for that purpose; (ii) see that all notices are
duly given in accordance with the provisions of these bylaws or as required by
law; (iii) be custodian of the corporate records and of the seal of the
corporation; (iv) keep at the corporation's registered office or principal place
of business within or outside Delaware a record containing the names and
addresses of all stockholders and the number and class of shares held by each,
unless such a record shall be kept at the office of the corporation's transfer
agent or registrar; (v) have general charge of the stock books of the
corporation, unless the corporation has a transfer agent; and (vi) in general,
perform all other duties as from time to time may be assigned to him by the
chief executive officer, or by the board of directors. Assistant secretaries, if
any, shall have the same duties and powers, subject to supervision by the
secretary.

          (f) The Treasurer and/or Chief Financial Officer. The Treasurer and/or
Chief Financial Officer, if one shall be elected, shall perform the following
functions: (i) be the principal financial officer of the corporation and have
the care and custody of all funds, securities, evidences of indebtedness and
other personal property of the corporation and deposit the same in accounts
insured by the United States government and in instruments backed by the full
faith and credit of the United States government and otherwise in accordance
with the instructions of the board of directors; (ii) receive and give receipts
and acquittances for monies paid in on account of the corporation, and pay out
of the funds on hand all bills, payrolls and other just debts of the corporation
of whatever nature upon maturity; (iii) be the principal accounting officer of
the corporation and as such prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare
and file all local, state and federal tax returns, prescribe and maintain an
adequate system of internal audit, and prepare and furnish to the chief
executive officer and the board of directors statements of account showing the
financial position of the corporation and the results of its operations; and
(iv) perform all other duties incident to the office of Treasurer and/or Chief
Financial Officer and such other duties as from time to time may be assigned to
the Treasurer and/or Chief Financial Officer by the chief executive officer or
the board of directors. Assistant Treasurers, if any, shall have the same powers
and duties, subject to the supervision of the Treasurer and/or Chief Financial
Officer. The Treasurer and/or Chief Financial Officer may also be designated as
and/or have the title of the Chief Financial Officer.

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     Section 6. Surety Bonds. The board of directors may require any officer or
agent of the corporation to execute to the corporation a bond in such sums and
with such sureties as shall be satisfactory to the board, conditioned upon the
faithful performance of his duties and for the restoration to the corporation of
all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.


     Section 7. Salaries. Officers of the corporation shall be entitled to such
salaries, emoluments, compensation or reimbursement as shall be fixed or allowed
from time to time by the board of directors

                                   ARTICLE V.

                                      Stock
                                      -----

     Section 1. Certificates. Each holder of stock in the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
chief executive officer, president or a vice-president, and by the Treasurer and
or Chief Financial Officer or an assistant Treasurer, or the secretary or an
assistant secretary of the corporation. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates of stock shall be consecutively numbered and shall be in such form
consistent with law as shall be prescribed by the board of directors.

     Section 2. Record. A record shall be kept of the name of each person or
other entity holding the stock represented by each certificate for shares of the
corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other entity in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof, and thus a holder of record of
such shares of stock, for all purposes as regards the corporation.

     Section 3. Consideration For Shares. Shares shall be issued for such
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors. Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration may consist, in whole or in part, of cash, personal property,
real property, leases of real property, services rendered, or promissory notes,
and shall be paid in such form, in such manner and at such times as the
directors may require.

     Section 4. Issuance Of Stock. The capital stock issued by the corporation
shall be deemed to be fully paid and nonassessable stock, if: (a) the entire
amount of the consideration has been received by the corporation in the form or

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forms set forth in Section 3 of this Article V and if any part of the
consideration is in the form of a promissory note or other obligation, such note
or obligation has been satisfied in full; or (b) not less than the amount of the
consideration determined to be capital pursuant to statute has been received by
the corporation in the form or forms set forth in Section 3 of this Article V
and the corporation has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase price; provided,
however, nothing contained herein shall prevent the board of directors from
issuing partly paid shares as described herein.

     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares the total amount of the consideration to be paid
therefor and the amount paid thereon shall be stated. Upon the declaration of
any dividend upon partly paid shares, the corporation shall declare a dividend
upon partly paid shares of the same class, but only upon the basis of the
percentage of the consideration actually paid thereon.

     The directors may from time to time demand payment, in respect of each
share of stock not fully paid, of such sum of money as the necessities of the
business may, in the judgment of the board of directors, require, not exceeding
in the whole, the balance remaining unpaid on said stock, and such sum so
demanded shall be paid to the corporation at such times and by such installments
as the directors shall direct. The directors shall give written notice of the
time and place of such payments, which notice shall be mailed to each holder or
subscriber to his last known post office address at least thirty days before the
time for such payment for stock which is not fully paid.

     The corporation may, but shall not be required to, issue fractions of a
share. If it does not issue fractions of a share, it shall: (a) arrange for the
disposition of fractional interests by those entitled thereto; (b) pay in cash
the fair value of fractions of a share as of the time when those entitled to
receive such fractions are determined; or (c) issue scrip or warrants in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or warrants
aggregating a full share. A certificate for a fractional share shall, but scrip
or warrants shall not unless provided therein, entitle the holder to exercise
voting rights, to receive dividends thereon, and to participate in any of the
assets of the corporation in the event of liquidation. The board of directors
may cause scrip or warrants to be issued subject to the conditions that they
shall become void if not exchanged for certificates representing full shares
before a specified date, or subject to the conditions that the shares for which
scrip or warrants are exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the board of directors may impose.

     The board of directors may, at any time and from time to time, if all of
the shares of capital stock which the corporation is authorized by its
certificate of incorporation to issue have not been issued, subscribed for, or
otherwise committed to be issued, issue or take subscriptions for additional
shares of its capital stock up to the amount authorized in its certificate of
incorporation.

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     Section 5. Lost Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The board of directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine, before issuing a new certificate. The Chief Executive Officer,
President, Treasurer and/or Chief Financial Officer may, in lieu of requiring a
bond before issuing a new certificate, agree that the corporation shall
indemnify the corporation's stock transfer agent from losses resulting from lost
certificates representing less than 100 shares of common stock.

     Section 6. Transfer Of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction in the stock books; provided however, that the corporation shall not
be required to effect the requested transfer if the corporation believes the
requested transfer would be in violation of any applicable law, regulation,
court order or other restriction of any nature.

     Section 7. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and the corporation
shall be entitled to hold liable for calls and assessments a person registered
on its books as the owner of shares, 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 Delaware.

     Section 8. Transfer Agents, Registrars And Paying Agents. The board may at
its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation. Such agents and registrars may be located either within or outside
Delaware. They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.

                                   ARTICLE VI.

                    Indemnification Of Officers And Directors
                    -----------------------------------------

     Section 1. Indemnification Of Directors, Officers, And Others. Any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was at any
time since the inception of the corporation a director, officer or employee of
the corporation, or is or was at any time since the inception of the corporation
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including serving as trustee, plan administrator or other fiduciary

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<PAGE>


of any employee benefit plan, shall be indemnified by the corporation to the
full extent permitted by the General Corporation Law of the State of Delaware
(or any similar provision or provisions of applicable law at the time in
effect).

     Section 2. Indemnification Of Officers, Directors And Employees Pursuant To
The Common Law Or Statutory Provisions Other Than The General Corporation Law Of
The State Of Delaware. Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was at any time since the inception of the corporation a director,
officer or employee of the corporation, or is or was at any time since the
inception of the corporation serving at the request of the corporation as a
director, officer, or employee of another corporation, partnership, joint
venture, trust or other enterprise, including serving as trustee, plan
administrator or other fiduciary of any employee benefit plan, shall be
indemnified by the corporation to the full extent permitted by the common law
and by any statutory provision other than the General Corporation Law of the
State of Delaware.

     Section 3. Mandatory Advance Of Expenses. Reasonable expenses incurred in
defending any action, suit or proceeding described in Section 1 or 2 of this
Article VI shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director, officer or employee to repay such amount to the
corporation if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Article.

     Section 4. Payment Of Indemnified Claims. Reasonable amounts required to be
paid in settlement or as a judgment in any action, suit or proceeding described
in Section 1 or 2 of this Article VI shall be paid by the corporation within 90
days of the receipt of an undertaking by or on behalf of such director, officer
or employee to repay such amount to the corporation if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article; provided however, that the corporation shall not be
required to pay such amounts if a majority of the members of the board of
directors vote to deny the request for indemnification within the 90 day period
set forth in this Section 4 if such amounts previously have not been paid by the
corporation in accordance with this Section 4.

     Section 5. Rights Of Appeal. In the event that the corporation advances
funds for indemnification pursuant to this Article, and, subsequently,
indemnification pursuant to this Article is declared unenforceable by a court,
or the corporation determines that the director, officer or employee on whose
behalf the funds were advanced is not entitled to indemnification pursuant to
this Article, then such director, officer or employee shall have the right to
retain the indemnification payments until all appeals of the court's or the
corporation's decision have been exhausted.

     Section 6. Additional Indemnification. Without limiting the indemnification
otherwise provided by this Article VI, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by

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<PAGE>


reason of the fact that he is or was at any time since the inception of the
corporation a director, officer or employee of the corporation or a wholly owned
subsidiary of the corporation, or is or was at any time since the inception of
the corporation a trustee, plan administrator or other fiduciary of any employee
benefit plan of the corporation or a wholly owned subsidiary of the corporation,
shall be indemnified by the corporation against all expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit or proceeding,
including an action or suit by or in the right of the corporation to procure a
judgment in its favor, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendre or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

     Section 7. Indemnification Not Exclusive. The indemnification provided in
this Article shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

     Section 8. Insurance. By action of the board of directors, notwithstanding
any interest of the directors in such action, the corporation may purchase and
maintain insurance, in such amounts as the board may deem appropriate, on behalf
of any person who is or was a director, officer or employee of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, regardless of
whether the corporation would have the power to indemnify him against such
liability under applicable provisions of laws.

     Section 9. Applicability; Effect. Any indemnification and advancement of
expenses provided by or granted pursuant to this Article VI shall be applicable
to acts or omissions that occurred prior to the adoption of this Article VI,
shall continue as to any persons who ceased to be a director, officer, or
employee of the corporation or a wholly owned subsidiary of the corporation, or
was serving as or has since ceased to be a trustee, plan administrator or other
fiduciary of any employee benefit plan of the corporation or a wholly owned
subsidiary of the corporation, and shall inure to the benefit of the heirs,
executors, and administrators of such person. The repeal or amendment of this
Article VI or any Section or provision hereof which would have the effect of
limiting, qualifying or restricting any of the powers or rights of
indemnification provided or permitted in this Article VI shall not, solely by
reason of such repeal or amendment, eliminate, restrict or otherwise affect the
right or power of the corporation to indemnify any person, or affect any right

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<PAGE>


of indemnification of such person, with respect to any acts or omissions which
occurred prior to such repeal or amendment. All rights under this Article VI
shall be deemed to be provided by a contract between the corporation and each
person covered hereby.

     Section 10. Savings Clause. If this Article VI or any Section or provision
hereof shall be invalidated by any court on any ground, then the corporation
shall nevertheless indemnify each party otherwise entitled to indemnification
hereunder to the fullest extent permitted by law or any applicable provision of
this Article VI that shall not have been invalidated.


                                  ARTICLE VII.

                     Execution Of Instruments; Loans; Checks
                       And Endorsements; Deposits; Proxies
                       -----------------------------------

     Section 1. Execution Of Instruments. The president or any vice president
shall have the power to execute and deliver on behalf of and in the name of the
corporation any instrument requiring the signature of an officer of the
corporation, except as otherwise provided in these bylaws or where the execution
and delivery thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation. Unless authorized to do so by
these bylaws or by the board of directors, no officer, agent or employee shall
have any power or authority to bind the corporation in any way, to pledge its
credit or to render it liable pecuniarily for any purpose or in any amount.

     Section 2. Loans To Directors, Officers And Employees. The corporation may
lend money to, guarantee the obligations of and otherwise assist directors,
officers and employees of the corporation, or directors of another corporation
of which the corporation owns a majority of the voting stock, only upon
compliance with the requirements of the General Corporation Law of the State of
Delaware.

     Section 3. Checks And Endorsements. All checks, drafts or other orders for
the payment of money, obligations, notes or other evidences of indebtedness,
bills of lading, warehouse receipts, trade acceptances and other such
instruments shall be signed or endorsed by such officers or agents of the
corporation as shall from time to time be determined by resolution of the board
of directors, which resolution may provide for the use of facsimile signatures.

     Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the corporation's credit in such banks
or other depositories as shall from time to time be determined by resolution of
the board of directors, which resolution may specify the officers or agents of
the corporation who shall have the power, and the manner in which such powers
shall be exercised, to make such deposits and to endorse, assign and deliver for
collection and deposit checks, drafts and other orders for the payment of money
payable to the corporation or its order.

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<PAGE>


     Section 5. Proxies. Unless otherwise provided by resolution adopted by the
board of directors, the president or any vice president may from time to time
appoint one or more agents or attorneys-in-fact of the corporation, in the name
and on behalf of the corporation, to cast the votes which the corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, association or other entity any of whose stock or other securities
may be held by the corp ration, at meetings of the holders of the stock or other
securities of such other corporation, association or other entity or to consent
in writing, in the name of the corporation as such other entity, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                 ARTICLE VIII.

                                 Miscellaneous
                                 -------------

     Section 1. Waivers Of Notice. Whenever notice is required to be given by
law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting or (in the case of a stockholder) by proxy shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need to be specified in any written waiver or notice
unless so required by the certificate of incorporation or these bylaws.

     Section 2. Presumption Of Assent. A director or stockholder of the
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

     Section 3. Seal. The corporate seal of the corporation shall be circular in
form and shall contain the name of the corporation and the words "Seal,
Delaware." The custodian of the seal shall be the secretary, who along with the
president or other officer authorized by the board of directors, may affix the
seal to documents of the corporation.

     Section 4. Amendments. These bylaws may be altered, amended or repealed or
new bylaws may be adopted by the board of directors at any meeting of the
directors or by the stockholders at any meeting of the stockholders if in the
case of a stockholders' meeting notice of such alteration, amendment, repeal or
adoption is contained in the notice of such stockholders' meeting.

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<PAGE>


     Section 5. Emergency Bylaws. Subject to repeal or change by action of the
stockholders, the board of directors may adopt emergency bylaws in accordance
with and pursuant to the provisions of the General Corporation Law of the State
of Delaware.



                                    * * * * *


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