EXHIBIT 3.4



<PAGE>


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        KARTS INTERNATIONAL INCORPORATED


<PAGE>

                                TABLE OF CONTENTS


ARTICLE I --  OFFICES
         Section 1.   Registered Office........................................1
         Section 2.   Other Offices............................................1

ARTICLE II --  SHAREHOLDERS
         Section 1.   Place of Meetings........................................1
         Section 2.   Annual Meeting...........................................1
         Section 3.   List of Shareholders.....................................1
         Section 4.   Special Meetings.........................................2
         Section 5.   Notice...................................................2
         Section 6.   Quorum...................................................2
         Section 7.   Voting...................................................2
         Section 8.   Method of Voting.........................................2
         Section 9.   Record Date..............................................3
         Section 10.  Action by Consent........................................3
         Section 11.  Exclusion of NRS 78.378 to 78.3793.......................3

ARTICLE III --  BOARD OF DIRECTORS
         Section 1.   Management...............................................3
         Section 2.   Qualification; Election; Term............................3
         Section 3.   Number...................................................3
         Section 4.   Removal..................................................4
         Section 5.   Vacancies................................................4
         Section 6.   Place of Meetings........................................4
         Section 7.   Annual Meeting...........................................4
         Section 8.   Regular Meetings.........................................4
         Section 9.   Special Meetings.........................................4
         Section 10.  Quorum...................................................4
         Section 11.  Interested Directors.....................................4
         Section 12.  Committees...............................................5
         Section 13.  Action by Consent........................................5
         Section 14.  Compensation of Directors................................5

ARTICLE IV

         NOTICE

         Section 1.   Form of Notice...........................................5
         Section 2.   Waiver...................................................5

ARTICLE V --  OFFICERS AND AGENTS
         Section 1.   In General...............................................6
         Section 2.   Election.................................................6
         Section 3.   Other Officers and Agents................................6
         Section 4.   Compensation.............................................6
         Section 5.   Term of Office and Removal...............................6
         Section 6.   Employment and Other Contracts...........................6
         Section 7.   Chairman of the Board of Directors.......................6


                                      - i -

<PAGE>

         Section 8.   Chief Executive Officer..................................6
         Section 9.   President................................................7
         Section 10.  Chief Financial Officer..................................7
         Section 11.  Secretary................................................7
         Section 12.  Bonding..................................................7

ARTICLE VI --  CERTIFICATES REPRESENTING SHARES
         Section 1.   Form of Certificates.....................................7
         Section 2.   Lost Certificates........................................8
         Section 3.   Transfer of Shares.......................................8
         Section 4.   Registered Shareholders..................................8

ARTICLE VII --  GENERAL PROVISIONS
         Section 1.   Dividends................................................8
         Section 2.   Reserves.................................................8
         Section 3.   Telephone and Similar Meetings...........................9
         Section 4.   Books and Records........................................9
         Section 5.   Fiscal Year..............................................9
         Section 6.   Seal.....................................................9
         Section 7.   Advances of Expenses.....................................9
         Section 8.   Indemnification.........................................10
         Section 9.   Insurance...............................................10
         Section 10.  Resignation.............................................10
         Section 11.  Amendment of Bylaws.....................................10
         Section 12.  Invalid Provisions......................................10
         Section 13.  Relation to the Articles of Incorporation...............10



                                     - ii -

<PAGE>

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        KARTS INTERNATIONAL INCORPORATED


                                    ARTICLE I

                                     OFFICES
                                     -------

         Section 1.  Registered  Office.  The  registered  office and registered
agent of Karts  International  Incorporated (the  "Corporation") will be as from
time to time set forth in the Corporation's Articles of Incorporation (as may be
amended  from time to time) or in any  certificate  filed with the  Secretary of
State of the State of Nevada,  and the appropriate county Recorder or Recorders,
as the case may be, to amend such information.

         Section 2. Other Offices. The Corporation may also have offices at such
other  places  both  within  and  without  the  State of  Nevada as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS
                                  ------------

         Section 1. Place of Meetings.  All meetings of the shareholders for the
election of Directors will be held at such place, within or without the State of
Nevada, as may be fixed from time to time by the Board of Directors. Meetings of
shareholders for any other purpose may be held at such time and place, within or
without the State of Nevada, as may be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

         Section 2. Annual Meeting.  An annual meeting of the shareholders  will
be held at such time as may be determined  by the Board of  Directors,  at which
meeting the  shareholders  will elect a Board of  Directors,  and transact  such
other business as may properly be brought before the meeting.

         Section 3. List of Shareholders.  At least ten days before each meeting
of shareholders,  a complete list of the  shareholders  entitled to vote at said
meeting,  arranged in alphabetical  order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer  books.  Such list will be open to the
examination of any shareholder,  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
will be specified  in the notice of the  meeting,  or if not so specified at the
place where the meeting is to be held.  Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof,  and will be
subject to the inspection of any shareholder who may be present.


                                      - 1 -

<PAGE>

         Section 4. Special Meetings. Special meetings of the shareholders,  for
any purpose or purposes,  unless  otherwise  prescribed  by law, the Articles of
Incorporation  or these Bylaws,  may be called by the Chairman of the Board, the
Chief Executive Officer, the President or the Board of Directors.

         Section 5. Notice. Written or printed notice stating the place, day and
hour of any meeting of the shareholders  and, in case of a special meeting,  the
purpose or purposes for which the meeting is called,  will be delivered not less
than ten nor more  than  sixty  days  before  the  date of the  meeting,  either
personally or by mail, by or at the direction of the Chairman of the Board,  the
Chief Executive Officer, the President,  the Secretary, or the officer or person
calling  the  meeting,  to each  shareholder  of record  entitled to vote at the
meeting. If mailed, such notice will be deemed to be delivered when deposited in
the United  States  mail,  addressed  to the  shareholder  at his  address as it
appears on the stock transfer  books of the  Corporation,  with postage  thereon
prepaid.

         Section 6. Quorum. At all meetings of the shareholders, the presence in
person  or by proxy of the  holders  of a  majority  of the  shares  issued  and
outstanding  and entitled to vote will be necessary and sufficient to constitute
a quorum for the  transaction of business  except as otherwise  provided by law,
the Certificate of  Incorporation or these Bylaws.  If, however,  such quorum is
not present or represented at any meeting of the shareholders,  the shareholders
entitled to vote thereat,  present in person or represented by proxy,  will have
power to  adjourn  the  meeting  from time to time,  without  notice  other than
announcement at the meeting,  until a quorum is present or  represented.  If the
adjournment  is for more than 30 days, or if after the  adjournment a new record
date is fixed for the adjourned  meeting, a notice of the adjourned meeting will
be given to each shareholder of record entitled to vote at the meeting.  At such
adjourned meeting at which a quorum is present or represented,  any business may
be  transacted  that might have been  transacted  at the  meeting as  originally
notified.

         Section  7.  Voting.  When a quorum is  present  at any  meeting of the
Corporation's shareholders,  the vote of the holders of a majority of the shares
entitled  to vote on,  and voted for or  against,  any  matter  will  decide any
questions brought before such meeting, unless the question is one upon which, by
express  provision of law,  the Articles of  Incorporation  or these  Bylaws,  a
different vote is required, in which case such express provision will govern and
control the decision of such question.  The shareholders present in person or by
proxy at a duly  organized  meeting  may  continue to  transact  business  until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

         Section  8.   Method  of  Voting.   Each   outstanding   share  of  the
Corporation's  capital stock,  regardless of class, will be entitled to one vote
on each matter submitted to a vote at a meeting of  shareholders,  except to the
extent that the voting  rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation, as amended from time to time. At any
meeting of the shareholders,  every shareholder having the right to vote will be
entitled to vote in person,  or by proxy  appointed by an  instrument in writing
subscribed  by such  shareholder  and  bearing a date not more than three  years
prior to such meeting, unless such instrument provides for a longer period. Each
proxy will be revocable unless expressly  provided therein to be irrevocable and
if, and only as long as, it is coupled  with an  interest  sufficient  in law to
support an  irrevocable  power.  A proxy may be made  irrevocable  regardless of
whether the interest with which it is coupled is an interest in the stock itself
or an interest in the Corporation  generally.  Such proxy will be filed with the
Secretary of the Corporation  prior to or at the time of the meeting.  Voting on
any question or in any election,  other than for directors, may be by voice vote
or show of  hands  unless  the  presiding  officer  orders,  or any  shareholder
demands, that voting be by written ballot.


                                      - 2 -

<PAGE>

         Section 9. Record  Date.  The Board of  Directors  may fix in advance a
record date for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of  shareholders,  which  record  date will not precede the
date upon which the resolution fixing the record date is adopted by the Board of
Directors,  and which  record date will not be less than ten nor more than sixty
days  prior to such  meeting.  In the  absence  of any  action  by the  Board of
Directors, the close of business on the date next preceding the day on which the
notice is given will be the record date,  or, if notice is waived,  the close of
business on the day next  preceding the day on which the meeting is held will be
the record date.

         Section 10. Action by Consent. Any action required or permitted by law,
the  Articles of  Incorporation  or these Bylaws to be taken at a meeting of the
shareholders  of the  Corporation may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, is 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 and will be  delivered to the
Corporation by delivery to its registered office in Nevada,  its principal place
of  business  or an officer or agent of the  Corporation  having  custody of the
minute book.

         Section  11.  Exclusion  of NRS  78.378  to  78.3793.  The  Corporation
expressly  elects not to be governed by the provisions of NRS 78.378 to 78.3793,
inclusive, of the Nevada General Corporation Law.

                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

         Section 1. Management. The business and affairs of the Corporation will
be managed by or under the  direction of its Board of Directors who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, by the  Articles of  Incorporation  or by these  Bylaws  directed or
required to be exercised or done by the shareholders.

         Section 2. Qualification; Election; Term. None of the Directors need be
a  shareholder  of the  Corporation  or a resident of the State of Nevada.  Each
Director shall hold office until  whichever of the following  occurs first:  his
successor is elected and qualified, his resignation,  his removal from office by
the  shareholders  or his death.  At each annual meeting of  shareholders of the
Corporation,  the successors to the directors  whose term expires at the meeting
shall be elected to hold  office for a term  expiring  at the annual  meeting of
shareholders  held in the following year of their  election.  Directors shall be
elected  by a  plurality  of the  votes  of the  shares  present  in  person  or
represented  by proxy and  entitled to vote on the  election of Directors at any
annual or special  meeting of  shareholders.  Such election  shall be by written
ballot.

         Section 3. Number.  The number of Directors of the Corporation  will be
at least one and not more than nine. The number of Directors  authorized will be
fixed as the Board of Directors may from time to time  designate,  or if no such
designation  has been  made,  the  number of  Directors  will be the same as the
number of members of the initial Board of Directors as set forth in the Articles
of Incorporation.

                                      - 3 -

<PAGE>

         Section 4. Removal. Any Director may be removed, only for cause, at any
special  meeting of  shareholders  by the  affirmative  vote of the holders of a
majority of all outstanding voting stock entitled to vote;  provided that notice
of the  intention  to act upon such matter has been given in the notice  calling
such meeting.

         Section 5. Vacancies.  Newly created  directorships  resulting from any
increase in the  authorized  number of Directors and any vacancies  occurring in
the   Board   of   Directors   caused   by   death,   resignation,   retirement,
disqualification  or removal from office of any Directors or  otherwise,  may be
filled by the vote of a majority of the  Directors  then in office,  though less
than a quorum,  or a successor or successors may be chosen at a special  meeting
of the  shareholders  called for that purpose,  and each  successor  Director so
chosen will hold office until the next election of Directors or until  whichever
of the following  occurs  first:  his  successor is elected and  qualified,  his
resignation, his removal from office by the shareholders or his death.

         Section  6.  Place of  Meetings.  Meetings  of the Board of  Directors,
regular or  special,  may be held at such place  within or without  the State of
Nevada as may be fixed from time to time by the Board of Directors.

         Section 7.  Annual  Meeting.  The first  meeting of each newly  elected
Board of Directors will be held without further notice immediately following the
annual  meeting  of  shareholders  and at the same  place,  unless by  unanimous
consent, the Directors then elected and serving change such time or place.

         Section 8. Regular Meetings. Regular meetings of the Board of Directors
may be held  without  notice  at such  time and  place  as is from  time to time
determined by resolution of the Board of Directors.

         Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board,  the Chief Executive  Officer or the
President on oral or written notice to each Director,  given either  personally,
by  telephone,  by telegram or by mail;  special  meetings will be called by the
Chairman of the Board, Chief Executive  Officer,  President or Secretary in like
manner and on like  notice on the written  request of at least three  Directors.
The purpose or purposes of any special  meeting  will be specified in the notice
relating thereto.

         Section  10.  Quorum.  At all  meetings of the Board of  Directors  the
presence of a majority of the number of Directors  fixed by these Bylaws will be
necessary and sufficient to constitute a quorum for the transaction of business,
and the affirmative vote of at least a majority of the Directors  present at any
meeting at which  there is a quorum  will be the act of the Board of  Directors,
except  as may be  otherwise  specifically  provided  by law,  the  Articles  of
Incorporation or these Bylaws.  If a quorum is not present at any meeting of the
Board of Directors,  the Directors  present thereat may adjourn the meeting from
time to time without  notice  other than  announcement  at the meeting,  until a
quorum is present.

         Section 11. Interested  Directors.  No contract or transaction  between
the  Corporation  and one or more of its  Directors or officers,  or between the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization in which one or more of the Corporation's Directors or officers are
directors  or officers or have a  financial  interest,  will be void or voidable
solely for this reason,  solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee  thereof that
authorizes the contract or transaction, or solely because his or their votes are


                                      - 4 -

<PAGE>

counted for such purpose,  if: (i) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith  authorizes the contract or transaction by the affirmative  vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less  than a  quorum,  (ii)  the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
shareholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good faith by vote of the  shareholders  or (iii) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified by the Board of Directors, a committee thereof
or  the  shareholders.   Common  or  interested  directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

         Section 12.  Committees.  The Board of  Directors  may,  by  resolution
passed by a majority of the entire Board,  designate committees,  each committee
to consist of two or more Directors of the  Corporation,  which  committees will
have such power and authority and will perform such functions as may be provided
in such resolution. Such committee or committees will have such name or names as
may  be  designated  by the  Board  and  will  keep  regular  minutes  of  their
proceedings and report the same to the Board of Directors when required.

         Section 13. Action by Consent.  Any action  required or permitted to be
taken at any meeting of the Board of Directors or any  committee of the Board of
Directors  may be taken  without  such a meeting  if a consent  or  consents  in
writing,  setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

         Section 14.  Compensation  of  Directors.  Directors  will receive such
compensation  for their  services and  reimbursement  for their  expenses as the
Board of Directors, by resolution,  may establish;  provided that nothing herein
contained   will  be  construed  to  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                     NOTICE
                                     ------

         Section  1.  Form  of  Notice.   Whenever  by  law,   the  Articles  of
Incorporation  or of these  Bylaws,  notice  is to be given to any  Director  or
shareholder,  and no provision is made as to how such notice will be given, such
notice may be given in writing,  by mail,  postage  prepaid,  addressed  to such
Director  or  shareholder  at  such  address  as  appears  on the  books  of the
Corporation. Any notice required or permitted to be given by mail will be deemed
to be given at the time the same is deposited in the United States mails.

         Section 2.  Waiver.  Whenever any notice is required to be given to any
shareholder  or Director of the  Corporation as required by law, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled to such notice,  whether before or after the time stated in
such notice,  will be equivalent  to the giving of such notice.  Attendance of a
shareholder or Director at a meeting will  constitute a waiver of notice of such
meeting,  except  where such  shareholder  or  Director  attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  on the  ground  that the  meeting  has not  been  lawfully  called  or
convened.

                                      - 5 -

<PAGE>

                                    ARTICLE V

                               OFFICERS AND AGENTS
                               -------------------

         Section 1. In General.  The officers of the Corporation will consist of
a Chief Executive Officer,  President, Chief Financial Officer and Secretary and
such other  officers as shall be elected by the Board of  Directors or the Chief
Executive Officer. Any two or more offices may be held by the same person.

         Section 2. Election. The Board of Directors, at its first meeting after
each annual meeting of shareholders,  will elect the officers, none of whom need
be a member of the Board of Directors.

         Section 3. Other Officers and Agents.  The Board of Directors and Chief
Executive  Officer may also elect and appoint such other  officers and agents as
it or he deems  necessary,  who will be elected and appointed for such terms and
will exercise such powers and perform such duties as may be determined from time
to time by the Board or the Chief Executive Officer.

         Section 4. Compensation. The compensation of all officers and agents of
the Corporation  will be fixed by the Board of Directors or any committee of the
Board, if so authorized by the Board.

         Section 5. Term of Office and Removal.  Each officer of the Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent  elected or appointed by the Board of Directors or the Chief  Executive
Officer may be removed at any time,  for or without  cause,  by the  affirmative
vote of a majority of the entire Board of Directors or at the  discretion of the
Chief  Executive  Officer  (without  regard  to how the  agent  or  officer  was
elected),  but such removal will not prejudice the contract  rights,  if any, of
the person so  removed.  If the  office of any  officer  becomes  vacant for any
reason, the vacancy may be filled by the Board of Directors or, in the case of a
vacancy  in the  office of  officer  other  than  Chief  Executive  Officer  and
President, such vacancy may be filled by the Chief Executive Officer.

         Section 6. Employment and Other  Contracts.  The Board of Directors may
authorize  any officer or officers or agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in  the  name  or on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.  The Board of  Directors  may,  when it believes  the interest of the
Corporation  will  best  be  served  thereby,   authorize  executive  employment
contracts  that will have terms no longer than ten years and contain  such other
terms and conditions as the Board of Directors deems appropriate. Nothing herein
will limit the  authority  of the Board of  Directors  to  authorize  employment
contracts for shorter terms.

         Section  7.  Chairman  of the  Board  of  Directors.  If the  Board  of
Directors  has elected a Chairman of the Board,  he will preside at all meetings
of the shareholders and the Board of Directors.

         Section 8. Chief Executive Officer. The Chief Executive Officer will be
the chief executive  officer of the Corporation  and,  subject to the control of
the Board of  Directors,  will  supervise  and control all of the  business  and
affairs of the Corporation. The Chief Executive Officer shall have the authority
to elect any officer of the Corporation  other than the Chief Executive  Officer
or President.  He will, in the absence of the Chairman of the Board,  preside at
all meetings of the shareholders and the Board of Directors. The Chief Executive
Officer will have all powers and perform all duties


                                      - 6 -

<PAGE>

incident  to the  office of Chief  Executive  Officer  and will have such  other
powers and perform such other duties as the Board of Directors  may from time to
time  prescribe.  During the absence or disability of the  President,  the Chief
Executive Officer will exercise the powers and perform the duties of President.

         Section  9.  President.  The  President  will have  responsibility  for
oversight of the  Corporation's  operating and  development  activities.  In the
absence or  disability  of the Chief  Executive  Officer and the Chairman of the
Board,  the  President  will  exercise  the powers and perform the duties of the
Chief  Executive  Officer.  The President will render to the Directors  whenever
they may require it an account of the  operating and  development  activities of
the Corporation and will have such other powers and perform such other duties as
the Board of Directors may from time to time prescribe or as the Chief Executive
Officer may from time to time delegate to him.

         Section 10. Chief Financial  Officer.  The Chief Financial Officer will
have principal  responsibility for the financial  operations of the Corporation.
The Chief  Financial  Officer  will render to the  Directors  whenever  they may
require it an account of the operating  results and  financial  condition of the
Corporation and will have such other powers and perform such other duties as the
Board of Directors  may from time to time  prescribe  or as the Chief  Executive
Officer may from time to time delegate to him.

         Section 11.  Secretary.  The Secretary  will attend all meetings of the
shareholders  and record all votes and the minutes of all  proceedings in a book
to be kept for that  purpose.  The  Secretary  will  perform like duties for the
Board of Directors and  committees  thereof when  required.  The Secretary  will
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board of  Directors.  The  Secretary  will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the Chief  Executive  Officer.  The Secretary will have such other powers and
perform  such  other  duties  as the  Board of  Directors  may from time to time
prescribe or as the Chief  Executive  Officer may from time to time  delegate to
him.

         Section 12.  Bonding.  The Corporation may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers,  which
bond may be in such  form  and  amount  and with  such  surety  as the  Board of
Directors may deem appropriate.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES
                        --------------------------------

         Section 1. Form of Certificates.  Certificates,  in such form as may be
determined by the Board of Directors,  representing shares to which shareholders
are entitled will be delivered to each  shareholder.  Such  certificates will be
consecutively  numbered and will be entered in the stock book of the Corporation
as they are issued. Each certificate will state on the face thereof the holder's
name,  the  number,  class of  shares,  and the par  value of such  shares  or a
statement  that such shares are  without  par value.  They will be signed by the
Chief  Executive  Officer  or  President  and  the  Secretary  or  an  Assistant
Secretary,  and may be sealed  with the seal of the  Corporation  or a facsimile
thereof.  If  any  certificate  is  countersigned  by a  transfer  agent,  or an
assistant transfer agent or registered by a registrar,  either of which is other
than the  Corporation or an employee of the  Corporation,  the signatures of the
Corporation's  officers may be  facsimiles.  In case any officer or officers who
have signed,  or whose facsimile  signature or signatures have been used on such
certificate  or  certificates,  ceases to be such  officer  or  officers  of the
Corporation, whether because of death, resignation or otherwise, before such

                                      - 7 -

<PAGE>

certificate  or  certificates  have been  delivered  by the  Corporation  or its
agents,  such  certificate or  certificates  may  nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed  such  certificate  or  certificates  or  whose  facsimile  signature  or
signatures  have been used thereon had not ceased to be such officer or officers
of the Corporation.

         Section 2. Lost Certificates.  The Board of Directors may direct that a
new certificate be issued in place of any certificate  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  to be lost or
destroyed.  When  authorizing  such  issue of a new  certificate,  the  Board of
Directors,  in its  discretion  and as a  condition  precedent  to the  issuance
thereof,  may require the owner of such lost or  destroyed  certificate,  or his
legal  representative,  to  advertise  the same in such manner as it may require
and/or to give the  Corporation a bond, in such form, in such sum, and with such
surety or sureties 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.  When a certificate has been lost,  apparently destroyed
or wrongfully  taken,  and the holder of record fails to notify the  Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers  a  transfer  of the  shares  represented  by the  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.

         Section 3.  Transfer  of Shares.  Shares of stock will be  transferable
only on the books of the  Corporation by the holder thereof in person or by such
holder's duly  authorized  attorney.  Upon  surrender to the  Corporation or the
transfer  agent of the  Corporation  of a certificate  representing  shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it will be the duty of the  Corporation  or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

         Section 4. Registered Shareholders. The Corporation will be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly,  will 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 has  express or other  notice  thereof,  except as  otherwise
provided by law.

                                   ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

         Section 1.  Dividends.  Dividends  upon the  outstanding  shares 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.
Dividends  may be declared and paid in cash,  in  property,  or in shares of the
Corporation,  subject to the  provisions of the General  Corporation  Law of the
State of Nevada and the Articles of  Incorporation.  The Board of Directors  may
fix in  advance  a  record  date for the  purpose  of  determining  shareholders
entitled to receive  payment of any dividend,  such record date will not precede
the date upon which the resolution  fixing the record date is adopted,  and such
record date will not be more than sixty days prior to the  payment  date of such
dividend.  In the absence of any action by the Board of Directors,  the close of
business  on the date upon which the Board of  Directors  adopts the  resolution
declaring such dividend will be the record date.

         Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation  such reserve or reserves as the
Directors  from time to time,  in their  discretion,  deem proper to provide for
contingencies,  or to equalize dividends,  or to repair or maintain any property
of the  Corporation,  or for  such  other  purpose  as the  Directors  may  deem
beneficial to the Corporation,  and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved  will not be available  for the payment of dividends or other
distributions by the Corporation.

                                      - 8 -

<PAGE>

         Section 3. Telephone and Similar Meetings. Shareholders,  directors and
committee  members may  participate  in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the  meeting  can hear  each  other.  Participation  in such a  meeting  will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express  purpose of  objecting,  at the  beginning of the
meeting,  to the  transaction of any business on the ground that the meeting has
not been lawfully called or convened.

         Section 4. Books and  Records.  The  Corporation  will keep correct and
complete  books and  records of account and  minutes of the  proceedings  of its
shareholders and Board of Directors,  and will keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its shareholders,  giving the names and addresses of all
shareholders and the number and class of the shares held by each.

         Section 5.  Fiscal  Year.  The fiscal year of the  Corporation  will be
December 31 unless otherwise fixed by resolution of the Board of Directors.

         Section 6. Seal. The  Corporation  may have a seal, and the seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.  Any officer of the Corporation  will have authority to
affix the seal to any document requiring it.

         Section 7. Advances of Expenses.  The  Corporation  will advance to its
directors  and  officers  expenses  incurred  by them  in  connection  with  any
"Proceeding,"  which term includes any threatened,  pending or completed action,
suit or  proceeding,  whether  brought by or in the right of the  Corporation or
otherwise  and whether of a civil,  criminal,  administrative  or  investigative
nature (including all appeals therefrom),  in which a director or officer may be
or may have been involved as a party or otherwise, by reason of the fact that he
is or was a  director  or officer  of the  Corporation,  by reason of any action
taken by him or of any inaction on his part while  acting as such,  or by reason
of the fact that he is or was  serving at the  request of the  Corporation  as a
director,   officer,   trustee,   employee  or  agent  of  another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
("Official,"  which term also includes directors and officers of the Corporation
in their  capacities as directors and officers of the  Corporation),  whether or
not he is  serving  in such  capacity  at the time any  liability  or expense is
incurred;  provided that the Official  undertakes to repay all amounts  advanced
unless:

                  (i) in the case of all Proceedings  other than a Proceeding by
         or in the right of the  Corporation,  the Official  establishes  to the
         satisfaction  of the  disinterested  members of the Board of  Directors
         that he acted in good faith or 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  proceeding,  that he did not have  reasonable
         cause  to  believe  his  conduct  was   unlawful;   provided  that  the
         termination  of any  such  Proceeding  by  judgment,  order  of  court,
         settlement,  conviction,  or  upon a plea  of  nolo  contendere  or its
         equivalent,  shall not by itself create a presumption as to whether the
         Official  acted in good faith or 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  proceeding,  as to whether he had  reasonable
         cause to believe his conduct was unlawful; or


                                      - 9 -

<PAGE>

                  (ii) in the  case of a  Proceeding  by or in the  right of the
         Corporation,  the  Official  establishes  to  the  satisfaction  of the
         disinterested  members of the Board of Directors  that he acted in good
         faith or in a manner he reasonably  believed to be in or not opposed to
         the  best  interests  of the  Corporation;  provided  that if in such a
         Proceeding  the  Official is adjudged to be liable to the  Corporation,
         all amounts advanced to the Official for expenses must be repaid except
         to the extent that the court in which such  adjudication was made shall
         determine upon application that despite such  adjudication,  in view of
         all the circumstances,  the Official is fairly and reasonably  entitled
         to indemnity for such expenses as the court may deem proper.

         Section  8.   Indemnification.   The  Corporation  will  indemnify  its
directors  and  officers  to  the  fullest  extent   permitted  by  the  General
Corporation Law of the State of Nevada and may, if and to the extent  authorized
by the Board of Directors, so indemnify such other persons whom it has the power
to  indemnify  against  any  liability,   reasonable  expense  or  other  matter
whatsoever.

         Section 9.  Insurance.  The  Corporation  may at the  discretion of the
Board of Directors  purchase and maintain insurance on behalf of the Corporation
and any person whom it has the power to indemnify  pursuant to law, the Articles
of Incorporation, these Bylaws or otherwise.

         Section 10. Resignation.  Any director,  officer or agent may resign by
giving written notice to the President or the Secretary.  Such  resignation will
take effect at the time specified therein or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

         Section 11. Amendment of Bylaws.  Other than as set forth herein, these
Bylaws may be  altered,  amended,  or  repealed  at any  meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the Directors present at such meeting.

         Section 12.  Invalid  Provisions.  If any part of these  Bylaws is held
invalid or inoperative for any reason,  the remaining  parts, so far as possible
and reasonable, will be valid and operative.

         Section 13. Relation to the Articles of Incorporation. These Bylaws are
subject to, and governed by, the Articles of Incorporation of the Corporation as
amended from time to time.

                                 Adopted by the Board of Directors and Effective
                                 May 16, 2000


                                            /s/ Richard N. Jones
                                 -----------------------------------------------
                                 RICHARD N. JONES, Secretary



                                     - 10 -