<PAGE>
EXHIBIT 3.5


                          AMENDED AND RESTATED BY-LAWS
                                       OF
                               NUWAY ENERGY, INC.

                             A DELAWARE CORPORATION

                               SEPTEMBER 18, 2002


<PAGE>
                                    ARTICLE I
                                  STOCKHOLDERS

     SECTION  1.1     ANNUAL  MEETING.

               An  annual  meeting  of  stockholders for the purpose of electing
directors  and of transacting such other business as may come before it shall be
held each year at such date, time, and place, either within or without the State
of  Delaware,  as  may  be  specified  by  the  Board  of  Directors.

     SECTION  1.2     SPECIAL  MEETINGS.

               Special  meetings of stockholders for any purpose or purposes may
be  held  at  any  time  upon  call  of  the  Chairman of the Board, if any, the
President,  or  a  majority  of  the  Board of Directors, at such time and place
either  within  or without the State of Delaware as may be stated in the notice.
A  special  meeting  of  stockholders  shall be called by the President upon the
written  request  of  stockholders  who together own of record a majority of the
outstanding  stock of all classes entitled to vote at such meetings, stating the
time,  place,  and  the  purpose  or  purposes  of  the  meeting.

     SECTION  1.3     NOTICE  OF  MEETINGS.

               Written notice of stockholders meetings, stating the place, date,
and hour thereof, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by the Chairman of the Board, if
any,  the  President,  any  Vice  President,  the  Secretary,  or  an  Assistant
Secretary,  to  each  stockholder entitled to vote thereat at least ten days but
not  more  than  sixty  days  before the date of the meeting, unless a different
period  is  prescribed  by  law.

     SECTION  1.4     QUORUM.

               Except  as  otherwise  provided  by  law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of a
majority  of  the  outstanding shares of each class of stock entitled to vote at
the  meeting  shall  be present or represented by proxy in order to constitute a
quorum  for  the  transaction  of  any  business.  In the absence of a quorum, a
majority in interest of the stockholders present who are entitled at the time to
vote or the chairman of the meeting may adjourn the meeting from time to time in
the manner provided in Section 1.5 of these By-Laws until a quorum shall attend.

<PAGE>

     SECTION  1.5     ADJOURNMENT.

               Any  meeting of stockholders, annual or special, may adjourn from
time  to  time to reconvene at the same or some other place, and notice need not
be  given  of  any  such  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.  If the adjournment is for more than thirty
days,  or  if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record  entitled  to  vote  at  the  meeting.

     SECTION  1.6     ORGANIZATION.

               The  Chairman  of the Board, if any, or in his or her absence the
President,  or in their absence any Vice-President, shall call to order meetings
of  stockholders  and  shall  act  as  chairman  of such meetings.  The Board of
Directors  or,  if  the  Board  fails  to  act, the stockholders may appoint any
stockholder,  director,  or officer of the Corporation to act as chairman of any
meeting in the absence of the Chairman of the Board, the President, and all Vice
Presidents.

               The  Secretary  of  the Corporation shall act as secretary of all
meetings  of stockholders, but, in the absence of the Secretary, the chairman of
the  meeting  may  appoint  any other person to act as secretary of the meeting.

     SECTION  1.7     VOTING.

               At  all  meetings  of the stockholders, each stockholder shall be
entitled  to  vote,  in  person or by proxy, the shares of voting stock owned by
such stockholder of record on the record date for the meeting.  When a quorum is
present  or represented at any meeting, the vote of the holders of a majority of
the  shares  having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which,  by  express  provision  of law or of the Certificate of Incorporation or
these  By-Laws,  a  different  vote  is  required,  in  which  case such express
provision  shall  govern  and  control  the  decision  of  such  question.

     SECTION  1.8     ACTION  WITHOUT  MEETING.

               Any action required to be taken at a meeting of the stockholders,
or  any other action which may be taken at a meeting of the stockholders, may be
taken  without  a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding  shares  having not less than the minimum number of votes that would
be  necessary  to authorize or take such action at a meeting at which all shares
entitled  to  vote thereon were present and voted, and shall be delivered to the
Corporation  by  delivery  to  its  registered  office,  its  principal place of
business,  or  an officer or agent of the Corporation having custody of the book
in  which  proceedings  of  meetings  of  stockholders  are  recorded.


<PAGE>
                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION  2.1     NUMBER  AND  TERM  OF  OFFICE.

               The  business,  property, and affairs of the Corporation shall be
managed  by  or  under  the  direction  of  a Board of Directors.  The number of
directors  of  the  Corporation shall be not less than two (2) and not more than
seven  (7); provided however, that the Board, by resolution adopted by vote of a
majority  of  the  then authorized number of directors, may increase or decrease
the number of directors.  Except as provided in Section 4.3 below, the directors
shall be elected by the holders of shares entitled to vote thereon at the annual
meeting  of  stockholders,  and  each  shall serve (subject to the provisions of
Article  IV)  until the next succeeding annual meeting of shareholders and until
his  or  her  respective  successor  has  been  elected  and  qualified.

     SECTION  2.2     CHAIRMAN  OF  THE  BOARD.

               The  directors  may  elect one of their members to be Chairman of
the Board of Directors.  The Chairman shall be subject to the control of and may
be  removed  by  the Board of Directors.  He or she shall perform such duties as
may  from  time  to  time  be  assigned  to  him  by  the  Board  of  Directors.

     SECTION  2.3     MEETINGS.

               Annual  meetings  of  the  Board  of  Directors  shall take place
immediately  following  each  annual meeting of the stockholders.  Other regular
meetings  of the Board of Directors shall be held at such time and at such place
as  shall from time to time be determined by the Board.  Regular meetings may be
called  upon  a  minimum  of  five  (5)  days  prior  notice.

               Special  meetings of the Board of Directors shall be held at such
time  and  place  as  shall  be designated in the notice of the meeting whenever
called  by the Chairman of the Board, if any, the President, or by any member of
the  Board  of  Directors  then in office.  Notice of any special meeting of the
Board  of  Directors  shall  be given at least one (1) day prior to the meeting,
either  in  writing  or  by  telephone if confirmed promptly in writing, to each
director  at  the  address  shown  for  such  director  on  the  records  of the
Corporation.

     SECTION  2.4     QUORUM  AND  ORGANIZATION  OF  MEETINGS.

               A  majority  of  the  total  number  of  members  of the Board of
Directors  as  constituted  from  time to time shall constitute a quorum for the
transaction  of  business,  but,  if  at  any  meeting of the Board of Directors
(whether  or  not  adjourned from a previous meeting) there shall be less than a
quorum  present,  a majority of those present may adjourn the meeting to another
time  and place, and the meeting may be held as adjourned without further notice
or  waiver.  Except  as  otherwise  provided  by  law  or  in the Certificate of
Incorporation  or  these  By-Laws,  a  majority  of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting.  Meetings  shall be presided over by the Chairman of the Board, if any,
or  in  his  or  her absence by the President, or in the absence of both by such
other  person  as  the  directors  may select.  The Secretary of the Corporation
shall act as secretary of the meeting, but in his or her absence the chairman of
the  meeting  may  appoint  any  person  to  act  as  secretary  of the meeting.

     SECTION  2.5     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 he or
she  or  they constitute a quorum, may unanimously appoint another member of the
Board  of  Directors  to  act  at  the  meeting  in  place of any such absent or
disqualified  member,  provided  that  the  director  so  appointed  meets  any
qualifications  stated  in  the  resolution designating the committee.  Any such
committee,  to  the extent provided in the resolution of the Board of Directors,
shall  have  and  may  exercise  all  the  powers  and authority of the Board of
Directors  in  the  management  of  the  business,  property, and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which  may  require  it.  Unless  otherwise  provided  in the resolution
designating  a committee, a majority of all of the members of any such committee
may select its chairman, fix its rules and procedures, fix the time and place of
its  meetings  and specify what notice of meetings, if any, shall be given.  All
action  taken  by  committee  shall  be  recorded  in  minutes  of the meetings.

     SECTION  2.6     ACTION  WITHOUT  MEETING.

               Any  action  required  or permitted to be taken at any meeting of
the  board  of  directors  or  of  any  committee thereof may be taken without a
meeting  if  all  members of the board or committee, as the case may be, consent
thereto  in writing or by electronic transmission and the writing or writings or
electronic  transmission  or  transmissions  are  filed  with  the  minutes  of
proceedings  of  the board, or committee.  Such filing shall be in paper form if
the  minutes are maintained in paper form and shall be in electronic form if the
minutes  are  maintained  in  electronic  form.

     SECTION  2.7     TELEPHONE  MEETINGS.

               Nothing  contained  in  these By-Laws shall be deemed to restrict
the  power  of members of the Board of Directors, or any committee designated by
the  Board,  to participate in a meeting of the Board, or committee, by means of
conference  telephone  or similar communications equipment by means of which all
persons  participating  in  the  meeting  can  hear  each  other.

<PAGE>

                                   ARTICLE III
                                    OFFICERS

     SECTION  3.1     EXECUTIVE  OFFICERS.

               The  executive  officers  of  the  Corporation  shall  be a Chief
Executive  Officer,  a  President,  a  Treasurer/Chief  Financial  Officer and a
Secretary,  each  of whom shall be elected by the Board of Directors.  The Board
of Directors may also elect or appoint such other officers (including a Chairman
of  the  Board and/or a Vice Chairman of the Board from among the members of the
Board of Directors, one or more Vice Presidents, a Controller and/or one or more
Assistant  Treasurers  and/or Assistant Secretaries) as it may deem necessary or
desirable.  Each officer shall hold office for such term as may be prescribed by
the  Board  of Directors from time to time.  Any person may hold at one time two
or  more  offices.

     SECTION  3.2     TERM  OF  OFFICE.

               The  officers  of  the Corporation shall be elected at the annual
meeting  of  the Board of Directors and shall hold office until their successors
are  elected  and  qualified.  Any  officer elected or appointed by the Board of
Directors  may  be  removed  at any time by the Board of Directors.  Any vacancy
occurring  in  any  office  of  the  Corporation shall be filled by the Board of
Directors.

     SECTION  3.3     POWERS  AND  DUTIES.

               (A)  CHAIRMAN  OF  THE  BOARD.  The  Chairman  of the Board, when
elected,  shall  preside  at  meetings of stockholders and shall have such other
functions,  authority and duties as may be prescribed by the Board of Directors.

               (B)  PRESIDENT (CHIEF EXECUTIVE OFFICER).  The President shall be
the  Chief  Executive  Officer  of  the  Corporation  and  shall  have  general
supervision,  direction  and  control  of  the  business  and  affairs  of  the
Corporation,  subject  to  the control of the Board of Directors, and shall have
such  other functions, authority and duties as may be prescribed by the Board of
Directors.  The  Board  may  divide  and  allocate  the functions, authority and
duties  of  the  President  amongst  the  President  and/or  the Chief Executive
Officer.

               (C)  VICE  PRESIDENT.  Each  Vice  President  shall  perform such
duties  and have such other powers as may from time to time be prescribed by the
Board  of  Directors.

               (D)  SECRETARY.  The  Secretary  shall  keep  a  record  of  all
proceedings  of  the  stockholders  of  the  Corporation  and  of  the  Board of
Directors,  and  shall  perform  like  duties  for  the standing committees when
required.  The  Secretary  shall  give, or cause to be given, notice, if any, of
all  meetings  of the stockholders and shall perform such other duties as may be
prescribed  by  the Board of Directors.  The Secretary shall have custody of the
corporate  seal  of  the Corporation and the Secretary or, in the absence of the
Secretary,  any  Assistant  Secretary, shall have authority to affix the seal to
any  instrument  requiring  it,  and  when  so affixed it may be attested by the
signature  of  the  Secretary or an Assistant Secretary.  The Board of Directors
may  give  general  authority  to  any  other  officer  to affix the seal of the
Corporation  and  to  attest  such  affixing  of  the  seal.

               (E)  ASSISTANT  SECRETARY.  The Assistant Secretary, or, if there
be  more  than  one,  the  Assistant Secretaries, in the order determined by the
Board  of  Directors (or if there be no such determination, then in the order of
their  election)  shall,  in the absence of the Secretary or in the event of the
Secretary's  inability  or  refusal  to act, perform the duties and exercise the
powers  of the Secretary and shall perform such other duties as may from time to
time  be  prescribed  by  the  Board  of  Directors.

               (F)  TREASURER/CHIEF  FINANCIAL  OFFICER.  The Treasurer shall be
the  Chief  Financial  Officer and shall have the custody of the corporate funds
and  securities  and  shall  keep  full  and  accurate  accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and  other  valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.  The Treasurer
shall  disburse  the  funds of the Corporation as may be ordered by the Board of
Directors,  taking  proper  vouchers for such disbursements, and shall render to
the  President  and  the Board of Directors, at its regular meetings or when the
Board  of Directors so requests, an account of all transactions as Treasurer and
of the financial condition of the Corporation.  The Treasurer shall perform such
other  duties  as may from time to time be prescribed by the Board of Directors.

               (G)  ASSISTANT  TREASURER.  The  Assistant Treasurer or Assistant
Treasurers, in the order determined by the Board of Directors (or if there be no
such  determination, then in the order of their election), shall, in the absence
of the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform  the  duties  and exercise the powers of the Treasurer and shall perform
such  other  duties  and  have  such  other  powers  as may from time to time be
prescribed  by  the  Board  of  Directors.

               (H)  OTHER  OFFICERS.  Any  officer  who  is elected or appointed
from  time  to time by the Board of Directors and whose duties are not specified
in  these  By-laws  shall  perform  such  duties  and have such powers as may be
prescribed  from  time  to  time  by  the  Board  of  Directors.

                                   ARTICLE IV
                      RESIGNATIONS, REMOVALS, AND VACANCIES

     SECTION  4.1     RESIGNATIONS.

               Any  director or officer of the Corporation, or any member of any
committee,  may  resign  at  any  time  by giving written notice to the Board of
Directors,  the  President,  or  the  Secretary  of  the  Corporation.  Any such
resignation  shall take effect at the time specified therein or, if the time not
be  specified  therein,  then  upon  receipt  thereof.  The  acceptance  of such
resignation  shall  not  be  necessary  to  make  it  effective.


     SECTION  4.2     REMOVALS.

               The  Board of Directors, by a vote of not less than a majority of
the  entire  Board,  at any meeting thereof, or by written consent, at any time,
may, to the extent permitted by law, remove with or without cause from office or
terminate the employment of any officer or member of any committee and may, with
or  without  cause,  disband any committee.  Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the  shares  entitled  at  the  time  to  vote  at  an  election  of  directors.

     SECTION  4.3     VACANCIES.

               Any  vacancy  in  the  office of any director or officers through
death,  resignation,  removal,  disqualification,  or  other  cause,  and  any
additional  directorship  resulting from an increase in the number of directors,
may  be  filled  at any time by a majority of the directors then in office (even
though  less than a quorum remains) or, in the case of any vacancy in the office
of  any director, by the stockholders who are at the time entitled to vote at an
election  of  directors,  and, subject to the provisions of this Article IV, the
person  so  chosen  shall hold office until his or her successor shall have been
elected and qualified; or, if the person so chosen is a director elected to fill
a  vacancy,  he  or she shall (subject to the provision of this Article IV) hold
office  for  the  unexpired  term  of  his  or  her  predecessor.

                                    ARTICLE V
                        CERTIFICATES REPRESENTING SHARES

     SECTION  5.1     STOCK  CERTIFICATES.

               The  certificates  for  shares  of  the  capital  stock  of  the
Corporation  shall  be  in such form as shall be prescribed by law and approved,
from  time  to time, by the Board of Directors. The certificates shall be signed
by  or  in the name of the Corporation by the Chairman of the Board of Directors
or  the  President  or  a  Vice  President  and by the Treasurer or an Assistant
Treasurer  or the Secretary or an Assistant Secretary of the Corporation.  Where
a  certificate  is countersigned by a transfer agent, other than the Corporation
or  an  employee  of  the  Corporation, or by a registrar, the signatures of the
Chairman of the Board, the President or a Vice President and the Treasurer or an
Assistant  Treasurer  or  the  Secretary  or  an  Assistant  Secretary  may  be
facsimiles.  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, the certificate may be issued by the Corporation with the same effect as
if  such  officer, transfer agent or registrar were such officer, transfer agent
or  registrar  at  the  date  of  its  issue.

<PAGE>

     SECTION  5.2     TRANSFER  OF  SHARES.

               Shares of the capital stock of the Corporation may be transferred
on the books of the Corporation only by the holder of such shares or by his, her
or  its  duly  authorized attorney, upon the surrender to the Corporation or its
transfer  agent  of  the certificate representing such stock, properly endorsed.

     SECTION  5.3     FIXING  RECORD  DATE.

               In  order  that  the  Corporation  may determine the stockholders
entitled  to  notice  of  or  to  vote  at  any  meeting  of stockholders or any
adjournment  thereof,  or  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 entitled to exercise any rights in
respect  of  any change, conversion, or exchange of stock, or for the purpose of
any  other  lawful  action, the Board of Directors may fix, in advance, a record
date,  which, unless otherwise provided by law, shall not be more than sixty nor
less  than  ten  days  before the date of such meeting, nor more than sixty days
prior  to  any  other  action.

     SECTION  5.4     LOST  CERTIFICATES.

               The  Board  of Directors or any transfer agent of the Corporation
may  direct  a  new  certificate  or  certificates  representing  stock  of  the
Corporation to be issued in place of any certificate or certificates theretofore
issued by the Corporation, alleged to have been lost, stolen, or destroyed, upon
the making of an affidavit of the fact by the person claiming the certificate to
be lost, stolen, or destroyed.  When authorizing such issue of a new certificate
or  certificates,  the  Board  of  Directors  (or  any  transfer  agent  of  the
Corporation authorized to do so by resolution of the Board of Directors) may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner  of  such  lost, stolen, or destroyed certificate or certificates, or his,
her  or  its legal representative, to give the Corporation a bond in such sum as
the  Board  of  Directors  (or any transfer agent so authorized) shall direct to
indemnify  the  Corporation  against  any  claim  that  may  be made against the
Corporation  with  respect to the certificate alleged to have been lost, stolen,
or  destroyed or the issuance of such new certificates, and such requirement may
be  general  or  confined  to  specific  instances.

     SECTION  5.5     REGULATIONS.

               The Board of Directors shall have power and authority to make all
such  rules  and  regulations  as  it  may  deem expedient concerning the issue,
transfer,  registration,  cancellation,  and  replacement  of  certificates
representing  stock  of  the  Corporation.

<PAGE>

                                   ARTICLE VI
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     SECTION  6.1     THIRD  PARTY  ACTIONS.

               The  Corporation shall indemnify 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,  including  all appeals (other than an action, suit or proceeding
by  or  in the right of the Corporation) by reason of the fact that he or she is
or  was  a  director  or officer of the Corporation (and the Corporation, in the
discretion of the Board of Directors, may so indemnify a person by reason of the
fact  that  he or she is or was an employee or agent of the Corporation or is or
was  serving  at  the request of the Corporation in any other capacity for or on
behalf  of  the  Corporation),  against  expenses  (including  attorneys' fees),
judgments,  decrees,  fines,  penalties, and amounts paid in settlement actually
and  reasonably  incurred  by him or her in connection with such action, suit or
proceeding  if  he  or  she  acted in good faith and in a manner which he or she
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 no
reasonable  cause to believe his or her conduct was unlawful; provided, however,
                                                              --------  -------
the  Corporation  shall  be  required  to  indemnify  an  officer or director in
connection  with  an action, suit or proceeding initiated by such person only if
such  action,  suit  or proceeding was authorized by the Board of Directors. The
termination  of  any  action, suit or proceeding by judgment, order, settlement,
conviction,  or  upon a plea of nolo contendere or its equivalent, shall not, of
itself,  create  a presumption that the person did not act in good faith or in a
manner  which  he or she 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  or  her conduct was
unlawful.

     SECTION  6.2     ACTIONS  BY  OR  IN  THE  RIGHT  OF  THE  CORPORATION.

               The  Corporation shall indemnify any person who was or is a party
or  is  threatened  to  be made a party to any threatened, pending, or completed
action  or suit, including all appeals, by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director  or  officer of the Corporation (and the Corporation, in the discretion
of  the Board of Directors, may so indemnify a person by reason of the fact that
he or she is or was an employee or agent of the Corporation or is or was serving
at  the request of the Corporation in any other capacity for or on behalf of the
Corporation),  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by him or her in connection with the defense or settlement
of  such  action  or suit if he or she acted in good faith and in a manner he or
she  reasonably  believed  to  be in or not opposed to the best interests of the
Corporation,  except  that  no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person shall have been finally adjudged
to  be  liable  for gross negligence or willful misconduct in the performance of
his  or her duty to the Corporation unless and only to the extent that the court
in  which  such  action  or  suit  was  brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability  but  in  view  of  all  the circumstances of the case, such person is
fairly  and  reasonably  entitled  to  indemnity for such expenses as such court
shall  deem  proper.  Notwithstanding  the  foregoing,  the Corporation shall be
required  to indemnify an officer or director in connection with an action, suit
or  proceeding  initiated by such person only if such action, suit or proceeding
was  authorized  by  the  Board  of  Directors.

     SECTION  6.3     INDEMNITY  IF  SUCCESSFUL.

               To  the extent that a director, officer, employee or agent of the
Corporation  has  been  successful  on the merits or otherwise in defense of any
action,  suit  or proceeding referred to in Sections 6.1 or 6.2 of this Article,
or  in  defense  of  any  claim,  issue  or  matter  therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred  by  him  or  her  in  connection  therewith.

     SECTION  6.4     STANDARD  OF  CONDUCT.

               Except  in  a  situation governed by Section 6.3 of this Article,
any indemnification under Sections 6.1 or 6.2 of this Article (unless ordered by
a  court)  shall  be  made by the Corporation only as authorized in the specific
case  upon  a  determination  that  indemnification  of  the  director, officer,
employee  or  agent is proper in the circumstances because he or she has met the
applicable  standard of conduct set forth in Sections 6.1 or 6.2, as applicable,
of  this  Article.  Such  determination  shall be made (i) by a majority vote of
directors acting at a meeting at which a quorum consisting of directors who were
not  parties  to  such  action,  suit  or  proceeding  is  present,  or  (ii) by
independent  legal  counsel  in  a  written  opinion  if  such  a  quorum is not
obtainable  or,  even  if  obtainable,  a  quorum  of disinterested directors so
directs,  or  (iii)  by the stockholders.  The determination required by clauses
(i)  and (ii) of this Section 6.4 may in either event be made by written consent
of  the  majority  required  by  each  clause.

     SECTION  6.5   EXPENSES.

               Expenses (including attorneys' fees) of each officer and director
hereunder  indemnified  actually and reasonably incurred in defending any civil,
criminal,  administrative  or investigative action, suit or proceeding or threat
thereof  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 person to repay such amount if it shall ultimately be determined that he
or  she  is  not  entitled to be indemnified by the Corporation as authorized in
this  Article.  Such  expenses (including attorneys' fees) incurred by employees
and agents may be so paid upon the receipt of the aforesaid undertaking and such
terms  and  conditions,  if  any,  as  the Board of Directors deems appropriate.

     SECTION  6.6        NONEXCLUSIVITY.

               The  indemnification  and advancement of expenses provided by, or
granted  pursuant  to,  other  Sections  of  this  Article  shall  not be deemed
exclusive  of  any  other  rights  to  which  those  seeking  indemnification or
advancement  of expenses may now or hereafter be entitled under any law, by law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to  action  in his or her official capacity and as to action in another capacity
while  holding  such  office.

     SECTION  6.7       INSURANCE.

               The  Corporation may purchase and maintain insurance on behalf of
any  person  who  is  or  was  a  director,  officer,  employee  or agent of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director,  officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her  and  incurred  by him or her in any such capacity, or arising out of his or
her  status  as  such,  whether  or  not the Corporation would have the power to
indemnify  him  or  her  against such liability under the provisions of Delaware
law.

     SECTION  6.8        DEFINITIONS.

               For  purposes  of  this  Article, references to "the Corporation"
shall  include,  in  addition  to  the  resulting  corporation,  any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have  had  the  power  and  authority  to indemnify any or all of its directors,
officers,  employees and agents, so that any person who was a director, officer,
employee or agent of such constituent corporation, or was serving at the request
of  such  constituent corporation in any other capacity, shall stand in the same
position  under  the provisions of this Article with respect to the resulting or
surviving  corporation  as  such  person  would  have  had  with respect to such
constituent  corporation  if  its  separate  existence  had  continued  as  such
corporation  was  constituted  immediately  prior  to  such  merger.

               For  purposes  of  this Article, references to "other capacities"
shall  include  serving  as  a  trustee  or agent for any employee benefit plan;
references  to  "fines" shall include any excise taxes assessed on a person with
respect  to  an employee benefit plan; and references to "serving at the request
of  the  Corporation" shall include any service as a director, officer, employee
or  agent  of  the  Corporation which imposes duties on, or involves services by
such  director,  officer,  employee or agent with respect to an employee benefit
plan,  its participants, or beneficiaries.  A person who acted in good faith and
in  a  manner  he  or she reasonably believed to be in the best interests of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred  to  in  this  Article.

     SECTION  6.  9     SEVERABILITY.

               If  any  provision  hereof  is  invalid  or  unenforceable in any
jurisdiction,  the other provisions hereof shall remain in full force and effect
in  such  jurisdiction,  and  the remaining provisions hereof shall be liberally
construed  to  effectuate  the  provisions  hereof,  and  the  invalidity of any
provision  hereof  in  any  jurisdiction  shall  not  affect  the  validity  or
enforceability  of  such  provision  in  any  other  jurisdiction.

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     SECTION  6.10     AMENDMENT.

               The  right  to indemnification conferred by this Article shall be
deemed  to  be  a  contract  between the Corporation and each person referred to
therein  until  amended  or  repealed,  but  no  amendment to or repeal of these
provisions  shall apply to or have any effect on the right to indemnification of
any person with respect to any liability or alleged liability of such person for
or  with  respect  to any act or omission of such person occurring prior to such
amendment  or  repeal.

                                  ARTICLE VII
                                  MISCELLANEOUS

     SECTION  7.1     CORPORATE  SEAL.

               The  corporate  seal shall have inscribed thereon the name of the
Corporation  and  shall  be in such form as may be approved from time to time by
the  Board  of  Directors.

     SECTION  7.2     FISCAL  YEAR.

               The  fiscal  year  of  the  Corporation  shall  be  determined by
resolution  of  the  Board  of  Directors.

     SECTION  7.3     NOTICES  AND  WAIVERS  THEREOF.

               Whenever  any  notice  is  required  by  law,  the Certificate of
Incorporation,  or  these  By-Laws  to be given to any stockholder, director, or
officer,  such  notice,  except  as  otherwise  provided  by  law,  may be given
personally,  or  by mail, or, in the case of directors or officers, by telegram,
cable,  or  facsimile  (provided  confirmation  of  the  facsimile is received),
addressed  to  such  address  as  appears  on the books of the Corporation.  Any
notice given by telegram, cable, or facsimile shall be deemed to have been given
when  it shall have been delivered for transmission and any notice given by mail
shall  be  deemed  to  have  been given when it shall have been deposited in the
United  States  mail  with  postage  thereon  prepaid.  Whenever  any  notice is
required to be given by law, the Certificate of Incorporation, or these By-Laws,
a  written waiver thereof, signed by the person entitled to such notice, whether
before  or  after  the  meeting  or  the  time  stated  therein, shall be deemed
equivalent  in  all respects to such notice to the full extent permitted by law.

     SECTION  7.4     STOCK  OF  OTHER  CORPORATIONS  OR  OTHER  INTERESTS.

               Unless  otherwise  ordered  by  the  Board  of  Directors,  the
President, the Secretary, and such attorneys or agents of the Corporation as may
be  from  time  to  time  authorized by the Board of Directors or the President,
shall  have full power and authority on behalf of this Corporation to attend and
to  act  and  vote  in  person  or  by  proxy  at  any meeting of the holders of
securities  of any corporation or other entity in which this Corporation may own
or  hold  shares or other securities, and at such meetings shall possess and may
exercise  all  the rights and powers incident to the ownership of such shares or
other  securities  which this Corporation, as the owner or holder thereof, might
have  possessed and exercised if present.  The President, the Secretary, or such
attorneys  or  agents, may also execute and deliver on behalf of the Corporation
power of attorney, proxies, consents, waivers, and other instruments relating to
the  shares  or  securities  owned  or  held  by  this  Corporation.

                                  ARTICLE VII
                                   AMENDMENTS

               The  holder  of  shares  entitled  at  the  time  to vote for the
election  of  directors  shall  have  the  power  to adopt, amend, or repeal the
By-Laws of the Corporation by a vote of not less than a majority of such shares,
and  except  as otherwise provided by law, the Board of Directors shall have the
power  equal  in  all  respects  to  that of the stockholders to adopt amend, or
repeal  the  By-Laws  by a vote of not less than a majority of the entire Board.
However, any By-Law adopted by the Board of Directors may be amended or repealed
by  a  vote  of  the holders of a majority of the shares entitled at the time to
vote  for  the  election  of  directors.

<PAGE>
                            CERTIFICATE OF SECRETARY

     I,  the  undersigned,  do  hereby  certify:

     1.     That  I  am the duly appointed and acting Secretary of NuWay Energy,
Inc.,  a  Delaware  corporation;  and

     2.     That  the  foregoing  Amended  and  Restated  By-Laws constitute the
Amended  and  Restated  By-Laws of said Corporation as duly adopted by action of
the  Board  of  Directors  as  of  September  18,  2002.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of  said  Corporation  as  of  this  18th  day  of  September,  2002.

                                        _____________________________
                                        Dennis  Calvert
                                        Secretary



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