<PAGE>   1
                                                                     Exhibit 3.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       NEW DIRECTIONS MANUFACTURING, INC.
                              A NEVADA CORPORATION
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
ARTICLE I - OFFICES                                                        1

Section 1.  Principal Office                                               1

Section 2.  Other Offices                                                  1

ARTICLE II - DIRECTORS - MANAGEMENT                                        1

Section 1.  Powers, Standard of Care                                       1
      1.1   Powers                                                         1
      1.2   Standard of Care; Liability                                    1

Section 2.  Number and Qualification of Directors                          2

Section 3.  Election and Term of Office of Directors                       2

Section 4.  Vacancies                                                      3

Section 5.  Removal of Directors                                           3

Section 6.  Place of Meetings                                              4

Section 7.  Annual Meetings                                                4

Section 8.  Other Regular Meetings                                         4

Section 9.  Special Meetings/Notices                                       4

Section 10. Waiver of Notice                                               5

Section 11. Quorums                                                        5

Section 12. Adjournment                                                    5

Section 13. Notice of Adjournment                                          5

Section 14. Sole Director Provided by Articles or Bylaws                   5

Section 15. Directors Action by Unanimous Written Consent                  6

Section 16. Compensation of Directors                                      6

Section 17. Committees                                                     6
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                       <C>
Section 18. Meetings and Action of Committees                               6

Section 19. Advisors                                                        6

ARTICLE III - OFFICERS                                                      7

Section 1.  Officers                                                        7

Section 2.  Election of Officers                                            7

Section 3.  Subordinate Officers, Etc                                       7

Section 4.  Removal and Resignation of Officers                             7

Section 5.  Vacancies                                                       7

Section 6.  Chairman of the Board                                           7

Section 7.  President                                                       8

Section 8.  Vice President                                                  8

Section 9.  Secretary                                                       8

Section 10. Treasurer                                                       9

ARTICLE IV - STOCKHOLDERS' MEETINGS                                         9

Section 1.  Place of Meetings                                               9

Section 2.  Annual Meeting                                                  9

Section 3.  Special Meetings                                                9

Section 4.  Notice of Meetings - Reports                                   10

Section 5.  Quorum                                                         11

Section 6.  Adjourned Meeting and Notice Thereof                           11

Section 7.  Waiver or Consent by Absent Stockholders                       12

ARTICLE V - AMENDMENTS TO BYLAWS                                           12

Section 1.  Amendment by Stockholders                                      12

Section 2.  Amendment by Directors                                         12
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<S>                                                                       <C>
Section 3.  Record of Amendments                                           12

ARTICLE VI - SHARES OF STOCK                                               13

Section 1.  Certificate of Stock                                           13

Section 2.  Lost or Destroyed Certificates                                 13

Section 3.  Transfer of Shares                                             13

Section 4.  Record Date                                                    14

ARTICLE VII - DIVIDENDS                                                    14

ARTICLE VIII - FISCAL YEAR                                                 14

ARTICLE IX - CORPORATE SEAL                                                14

ARTICLE X- INDEMNITY                                                       15

ARTICLE XI - MISCELLANEOUS                                                 15

Section 1.  Stockholders' Agreements                                       15

Section 2.  Subsidiary Corporations                                        16
</TABLE>


                                      iii
<PAGE>   5
                                     BYLAWS
                                       OF
                       NEW DIRECTIONS MANUFACTURING, INC.

                              A NEVADA CORPORATION


                                    ARTICLE I
                                     OFFICES

      Section 1. Principal Office. The principal office for the transaction of
business of the Corporation is hereby fixed and located at 2940 West Willetta,
Phoenix, Arizona 85009. The location may be changed by approval of a majority of
the authorized directors, and additional offices may be established and
maintained at such other place or places, either within or outside of Nevada, as
the Board of Directors may from time to time designate.

      Section 2.  Other  Offices.  Branch or  subordinate  offices  may at any
time be  established  by the Board of  Directors  at any place or places where
the Corporation is qualified to do business.

                                   ARTICLE II
                             DIRECTORS - MANAGEMENT

      Section 1.  Powers, Standard of Care.

            1.1 Powers: Subject to the provisions of the Nevada Revised Statutes
(hereinafter the "Code"), and subject to any limitations in the Articles of
Incorporation of the Corporation relating to action required to be approved by
the Stockholders, as that term is defined in the Code, or by the outstanding
shares, as that term is defined Code, the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board of Directors may
delegate the management of the day-to-day operation of the business of the
Corporation to a management company or other persons, provided that the business
and affairs of the Corporation shall be managed, and all corporate powers shall
be exercised, under the ultimate direction of the Board.

            1.2 Standard of Care; Liability:

                  1.2.1 Each Director shall exercise such powers and otherwise
perform such duties, in good faith, in the matters such Director believes to be
in the best interests of the Corporation, and with such care, including
reasonable inquiry, using ordinary prudence, as a person in a like position
would use under similar circumstances.

                  1.2.2 In performing the duties of a Director, a Director shall
be entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in which case prepared or
presented by:


                                       1
<PAGE>   6
                        (a)   One  or  more   officers  or  employees  of  the
Corporation  whom the Director  believes to be reliable  and  competent in the
matters presented,

                        (b)   Counsel,   independent   accountants   or  other
persons  as to  which  the  Director  believes  to  be  within  such  person's
professional or expert competence, or

                        (c)   A   Committee   of  the  Board  upon  which  the
Director does not serve, as to matters within its designated authority, which
committee the Director believes to merit confidence, so long as in any such case
the Director acts in good faith, after reasonable inquiry when the need therefor
is indicated by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

      Section 2. Number and Qualification of Directors. The authorized number of
Directors of the Corporation shall be not less than one (1) nor more than seven
(7) until changed by a duly adopted amendment to the Articles of Incorporation
or by an amendment to this Section 2 of Article II of these Bylaws or, without
amendment of these Bylaws, the number of directors may be fixed or changed by
resolution adopted by the vote of the majority of directors in office or by the
vote of holders of shares representing a majority of the voting power at any
annual meeting, or any special meeting called for such purpose; but no reduction
of the number of directors shall have the effect of removing any director prior
to the expiration of his term. The number of Directors shall not be less than
two (2) unless all of the outstanding shares of stock are owned beneficially and
of record by less than two (22) stockholders, in which event the number of
Directors shall not be less than the number of stockholders or the minimum
permitted by statute.

      Section 3.  Election and Term of Office of Directors.

            3.1 Directors shall be elected at each annual meeting of the
Stockholders to hold office until the next annual meeting. If any such annual
meeting of Stockholders is not held or the Directors are not elected thereat,
the Directors may be elected at any special meeting of Stockholders held for
that purpose. Each Director, including a Director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

            3.2 Except as may otherwise be provided herein, or in the Articles
of Incorporation by way of cumulative voting rights, the members of the Board of
Directors of this Corporation, who need not be stockholders, shall be elected by
a majority of the votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.


                                       2
<PAGE>   7
      Section 4.  Vacancies.

            4.1 A vacancy or vacancies on the Board of Directors shall be deemed
to exist in the event of the death, resignation or removal of any Director, or
if the Board of Directors by resolution declares vacant the office of a Director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors be increased, or if the
shareholders fail, at any annual or special meeting of shareholders at which any
director or directors are elected, to elect the full authorized number of
directors to be voted for at the meeting.

            4.2 Vacancies on the Board of Directors, except for a vacancy
created by the removal of a Director, may be filled by a majority of the
remaining Directors, though less than a quorum, or by a sole remaining Director.
Each Director so elected shall hold office until the next annual meeting of the
Stockholders and until a successor has been elected and qualified. A vacancy in
the Board of Directors created by the removal of a Director may only be filled
by the vote of a majority of the shares entitled to vote represented at a duly
held meeting at which a quorum is present, or by the written consent of the
holders of a majority of the outstanding shares.

            4.3 The Stockholders may elect a Director or Directors at any time
to fill any vacancy or vacancies, but any such election by written consent shall
require the consent of a majority of the outstanding shares entitled to vote.

            4.4 Any Director may resign, effective on giving written notice to
the Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. When one or more directors give notice of his or her or their
resignation from the Board of Directors, effective at a future date, the Board
may fill the vacancy or vacancies to take effect when the resignation or
resignations become effective, each Director so appointed to hold office during
the remainder of the term of office of the resigning Director(s)."

            4.5 No reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of office
expires.

      Section 5.  Removal of Directors.

            5.1 The entire Board of Directors, or any individual Director, may
be removed from office as provided by Section 78.335 of the Code at any special
meeting of stockholders called for such purpose by vote of the holders of
two-thirds of the voting power entitling them to elect directors in place of
those to be removed, subject to the provisions of Section 5.2.

            5.2 No Director may be removed (unless the entire Board is removed)
when the votes cast against removal or not consenting in writing to such removal
would be sufficient to elect such Director if voted cumulatively at an election
at which the same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote, were voted) and the entire
number of Directors authorized at the time of the Directors most recent election
were then being elected; and when by the provisions of the Articles of
Incorporation the holders


                                       3
<PAGE>   8
of the shares of any class or series voting as a class or series are entitled to
elect one or more Directors, any Director so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.

      Section 6. Place of Meetings. Regular meetings of the Board of Directors
shall be held at any place within or outside the state that has been designated
from time to time by resolution of the Board. In the absence of such resolution,
regular meetings shall be held at the principal executive office of the
Corporation. Special meetings of the Board shall be held at any place within or
outside the state that has been designated in the notice of the meeting, or, if
not stated in the notice or there is no notice, at the principal executive
office of the Corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment pursuant to Section
78.320 of the Code, so long as all Directors participating in such meeting can
hear one another, and all such Directors shall be deemed to have been present in
person at such meeting.

      Section 7. Annual Meetings. Immediately following each annual meeting of
Stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, the election of officers and the transaction of other
business. Notice of this meeting shall not be required. Minutes of any meeting
of the Board, or any committee thereof, shall be maintained as required by the
Code by the Secretary or other officer designated for that purpose.

      Section 8.  Other Regular Meetings.

            8.1 Other regular meetings of the Board of Directors shall be held
without call at such time as shall from time to time be fixed by the Board of
Directors. Such regular meetings may be held without notice, provided the time
and place of such meetings has been fixed by the Board of Directors, and further
provided the notice of any change in the time of such meeting shall be given to
all the Directors. Notice of a change in the determination of the time shall be
given to each Director in the same manner as notice for such special meetings of
the Board of Directors.

            8.2 If said day falls upon a holiday, such meetings shall be held on
the next succeeding day thereafter.

      Section 9.  Special Meetings/Notices.

            9.1 Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
or any Vice President or the Secretary or any two Directors.

            9.2 Notice of the time and place for special meetings shall be
delivered personally or by telephone to each Director or sent by first class
mail or telegram, charges prepaid, addressed to each Director at his or her
address as it is shown in the records of the Corporation. In case such notice is
mailed, it shall be deposited in the United States mail at least four days prior
to the time of holding the meeting. In case such notice is delivered personally,
or by telephone or telegram, it shall be delivered personally or be telephone or
to the telegram company at least 48 hours prior to the time of the holding of
the meeting. Any oral notice given


                                       4
<PAGE>   9
personally or by telephone may be communicated to either the Director or to a
person at the office of the Director who the person giving the notice has reason
to believe will promptly communicate same to the Director. The notice need not
specify the purpose of the meeting, nor the place, if the meeting is to be held
at the principal executive office of the Corporation.

      Section 10. Waiver of Notice.

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

            10.2 Notice of a meeting shall also be deemed given to any Director
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.

      Section 11. Quorums. Presence of a majority of the authorized number of
Directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 12 of this Article II. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting as permitted by the preceding
sentence constitutes presence in person at such meeting. Every act or decision
done or made by a majority of the Directors present at a meeting duly held at
which a quorum was present shall be regarded as the act of the Board of
Directors, unless a greater number is required by law or the Articles of
Incorporation. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

      Section 12. Adjournment.  A majority of the directors  present,  whether
or not  constituting  a quorum,  may adjourn  any meeting to another  time and
place.

      Section 13. Notice of Adjournment. Notice of the time and place of the
holding of an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case notice of such time and place
shall be given prior to the time of the adjourned meeting to the Directors who
were not present at the time of the adjournment.

      Section 14. Sole Director Provided by Articles or Bylaws. In the event
only one Director is required by the Bylaws or the Articles of Incorporation,
then any reference herein to notices, waivers, consents, meetings or other
actions by a majority or quorum of the Board of Directors shall be deemed or
referred as such notice, waiver, etc., by the sole Director, who shall have all
rights and duties and shall be entitled to exercise all of the powers and shall
assume all the responsibilities otherwise herein described, as given to the
Board of Directors.

      Section 15. Directors Action by Unanimous Written Consent. Pursuant to
Section 78.315 of the Code, any action required or permitted to be taken by the
Board of Directors may


                                       5
<PAGE>   10
be taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board of Directors. Such consent shall be
filed with the regular minutes of the Board of Directors.

      Section 16. Compensation of Directors. Directors, and members as such,
shall not receive any stated salary for their services, but by resolution of the
Board of Directors, a fixed sum and/or expenses, if any, may be allowed for
their attendance at each regular and special meeting of the Board of Directors
or for their services contributed to the Board of Directors; provided, however,
that nothing contained herein shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, employee or
otherwise receiving compensation for such services.

      Section 17. Committees. Committees of the Board of Directors may be
appointed by resolution passed by a majority of the whole Board. Committees
shall be composed of two or more members of the Board of Directors. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be expressly
delegated to it by resolution of the Board of Directors, except those powers
expressly made non-delegable by the Code.

      Section 18. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such
changes in the context of those Sections as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that the time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and special
meetings of committees may also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these Bylaws.

      Section 19. Advisors. The Board of Directors from time to time may request
and/or hire for a fee one or more persons to be Advisors to the Board of
Directors, but such persons shall not by such appointment be members of the
Board of Directors. Advisors shall be available from time to time to perform
special assignments specified by the President, to attend meetings of the Board
of Directors upon invitation, and to furnish consultation to the Board of
Directors. The period during which the title shall be held may be prescribed by
the Board of Directors. If no period is prescribed, the title shall be held at
the pleasure of the Board of Directors.


                                       6
<PAGE>   11
                                   ARTICLE III
                                    OFFICERS

      Section 1. Officers. The principal officers of the Corporation shall be a
President, a Secretary, and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any number of offices may be held by the same
person.

      Section 2. Election of Officers. The principal officers of the
Corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen by the
Board of Directors, and each shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment. Each officer shall hold office until his successor shall be duly
elected and qualified, or until his death, resignation, or removal in the manner
hereinafter provided.

      Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
such other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to time
determine.

      Section 4.  Removal and Resignation of Officers.

            4.1 Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by a
majority of the Directors at that time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

            4.2 Any officer may resign at any time by giving written notice to
the Board of Directors. Any resignation shall take effect on the date of the
receipt of that notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Corporation under any contract to which
the officer is a party.

      Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to that office.

      Section 6.  Chairman of the Board.

            6.1 The Chairman of the Board, if such an officer be elected, shall,
if present, preside at the meetings of the Board of Directors and exercise and
perform such other powers and duties as may, from time to time, be assigned by
the Board of Directors or prescribed by the Bylaws. If there is no President,
the Chairman of the Board shall, in addition, be the Chief


                                       7
<PAGE>   12
Executive Officer of the Corporation and shall have the powers and duties
prescribed in Section 7 of this Article III.

      Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there is
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. The President shall preside at all meetings of the Stockholders
and, in the absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. The President shall have the general powers
and duties of management usually vested in the office of President of a
corporation, shall be ex officio a member of all the standing committees,
including the Executive Committee, if any, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.

      Section 8. Vice President. In the absence or disability of the President,
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them, respectively, by
the Board of Directors or the Bylaws, the President, or the Chairman of the
Board.

      Section 9.  Secretary.

            9.1 The Secretary shall keep, or cause to be kept, a book of minutes
of all meetings of the Board of Directors and Stockholders at the principal
office of the Corporation or such other place as the Board of Directors may
order. The minutes shall include the time and place of holding the meeting,
whether regular or special, and if a special meeting, how authorized, the notice
thereof given, and the names of those present at Directors' and committee
meetings, the number of shares present or represented at Stockholders' meetings
and the proceedings thereof.

            9.2 The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or at the office of the Corporation's transfer agent,
a share register, or duplicate share register, showing the names of the
Stockholders and their addresses; the number and classes or shares held by each;
the number and date of certificates issued for the same; and the number and date
of cancellation of every certificate surrendered for cancellation.

            9.3 The Secretary shall give, or cause to be given, notice of all
the meetings of the Stockholders and of the Board of Directors required by the
Bylaws or by law to be given. The Secretary shall keep the seal of the
Corporation in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.


                                       8
<PAGE>   13
      Section 10. Treasurer.

            10.1 The Treasurer shall keep and maintain, or cause to be kept and
maintained, in accordance with generally accepted accounting principles,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, earnings (or surplus) and shares issued.
The books of account shall, at all reasonable times, be open to inspection by
any Director.

            10.2 The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositaries 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, shall render to the
President and Directors, whenever they request it, an account of all of the
transactions of the Treasurer and of the financial condition of the Corporation,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

                                   ARTICLE IV
                             STOCKHOLDERS' MEETINGS

      Section 1. Place of Meetings. Meetings of the Stockholders shall be held
at any place within or outside the state of Nevada designated by the Board of
Directors. In the absence of any such designation, Stockholders' meetings shall
be held at the principal executive office of the Corporation.

      Section 2.  Annual Meeting.

            2.1. The annual meeting of the Shareholders shall be held, each
year, as follows:

                  Time of Meeting:        10:00 A.M.
                  Date of Meeting:        October 8

            2.2 If this day shall be a legal holiday, then the meeting shall be
held on the next succeeding business day, at the same time. At the annual
meeting, the Shareholders shall elect a Board of Directors, consider reports of
the affairs of the Corporation and transact such other business as may be
properly brought before the meeting.

            2.3 If the above date is inconvenient, the annual meeting of
Shareholders shall be held each year on a date and at a time designated by the
Board of Directors within a reasonable date of the above date upon proper notice
to all Shareholders.

      Section 3.  Special Meetings.

            3.1 Special meetings of the Stockholders for any purpose or purposes
whatsoever, may be called at any time by the Board of Directors, the Chairman of
the Board, the President, or by one or more Stockholders holding shares in the
aggregate entitled to cast not less than 50% of the votes at any such meeting.
Except as provided in paragraph B below of this Section 3, notice shall be given
as for the annual meeting.


                                       9
<PAGE>   14
            3.2 If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President or the Secretary of the Corporation. The officer
receiving such request shall forthwith cause notice to be given to the
Stockholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article, that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than 35 nor more than 60 days
after the receipt of the request. If the notice is not given within 20 days
after receipt of the request, the person or persons requesting the meeting may
give the notice in the manner provided in these Bylaws or upon application to
the Superior Court. Nothing contained in this paragraph of this Section shall be
construed as limiting, fixing or affecting the time when a meeting of
Stockholders called by action of the Board of Directors may be held.

      Section 4.  Notice of Meetings - Reports.

            4.1 Notice of any Stockholders meetings, annual or special, shall be
given in writing not less than 10 days nor more than 60 days before the date of
the meeting to Stockholders entitled to vote thereat by the Secretary or the
Assistant Secretary, or if there be no such officer, or in the case of said
Secretary or Assistant Secretary's neglect or refusal, by any Director or
Stockholder.

            4.2 Such notices or any reports shall be given personally or by mail
or other means of written communication as provided in the Code and shall be
sent to the Stockholder's address appearing on the books of the Corporation, or
supplied by the Stockholder to the Corporation for the purpose of notice, and in
the absence thereof, as provided in the Code by posting notice at a place where
the principal executive office of the Corporation is located or by publication
at least once in a newspaper of general circulation in the county in which the
principal executive office is located.

            4.3 Notice of any meeting of Stockholders shall specify the place,
the day and the hour of meeting, and (i) in case of a special meeting, the
general nature of the business to be transacted and that no other business may
be transacted, or (ii) in the case of an annual meeting, those matters which the
Board of Directors, at the date of mailing of notice, intends to present for
action by the Stockholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the date of notice
to be presented for election.

            4.4 Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of written
communication. The officer giving such notice or report shall prepare and file
in the minute book of the Corporation an affidavit or declaration thereof.

            4.5 If action is proposed to be taken at any meeting for approval of
(i) contracts or transactions in which a Director has a direct or indirect
financial interest, pursuant to the Code, (ii) an amendment to the Articles of
Incorporation, pursuant to the Code, (iii) a reorganization of the Corporation,
pursuant to the Code, (iv) dissolution of the Corporation,


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<PAGE>   15
pursuant to the Code, or (v) a distribution to preferred Stockholders, pursuant
to the Code, the notice shall also state the general nature of such proposal.

      Section 5.  Quorum.

            5.1 The holders of a majority of the shares entitled to vote at a
Stockholders' meeting, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by the Code or by these Bylaws.

            5.2 The Stockholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by a majority
of the shares required to constitute a quorum.

      Section 6.  Adjourned Meeting and Notice Thereof.

            6.1 Any Stockholders' meeting, annual or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at such meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
such meeting.

            6.2 When any meeting of Stockholders, either annual or special, 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 a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the Board of Directors shall set a new
record date. Notice of any adjourned meeting shall be given to each Stockholder
of record entitled to vote at the adjourned meeting in accordance with the
provisions of Section 4 of this Article. At any adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.

      Section 7.  Waiver or Consent by Absent Stockholders.

            7.1 The transactions of any meeting of Stockholders, either annual
or special, however called and noticed, shall be valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
Stockholders entitled to vote, not present in person or by proxy, sign a written
waiver of notice, or a consent to the holding of such meeting or an approval of
the minutes thereof.

            7.2 The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any regular or special meeting of
Stockholders, except that if action is taken or proposed to be taken for
approval of any of those matters specified in Section E of Section 4 of this
Article, the waiver of notice or consent shall state the general nature of such
proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.


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<PAGE>   16
            7.3 Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not included
in the notice.

                                    ARTICLE V
                              AMENDMENTS TO BYLAWS

      Section 1.  Amendment by Stockholders.

            All Bylaws of the Corporation shall be subject to alteration or
repeal, and new Bylaws may be made by the affirmative vote of stockholders
holding of record in the aggregate at least a majority of the outstanding shares
of stock entitled to vote in the election of directors at any annual or special
meeting of stockholders, provided that the notice or waiver of notice of such
meeting shall have summarized or set forth in full therein, the proposed
amendment.

      Section 2.  Amendment by Directors.

            The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, Bylaws of the Corporation, provided, however,
that the stockholders entitled to vote with respect thereto as in this Article V
above-provided may alter, amend or repeal Bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of stockholders or of the Board of Directors or to change any
provisions of the Bylaws with respect to the removal of directors or the filling
of vacancies in the Board resulting from the removal by the stockholders. If any
bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of directors, the Bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.

      Section 3.  Record of Amendments.

            Whenever an amendment or new Bylaw is adopted, it shall be copies in
the corporate book of Bylaws with the original Bylaws, in the appropriate place.
If any Bylaw is repealed, the fact of repeal with the date of the meeting at
which the repeal was enacted or written assent was filed shall be stated in the
corporate book of Bylaws.


                                       12
<PAGE>   17
                                   ARTICLE VI
                                 SHARES OF STOCK

      Section 1.  Certificate of Stock.

            1.1 The certificates representing shares of the Corporation's stock
shall be in such form as shall be adopted by the Board of Directors, and shall
be numbered and registered in the order issued. The certificates shall bear the
following: the Corporate Seal, the holder's name, the number of shares of stock
and the signatures of: (1) the Chairman of the Board, the President or a Vice
President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant
Treasurer.

            1.2 No certificate representing shares of stock shall be issued
until the full amount of consideration therefore has been paid, except as
otherwise permitted by law.

            1.3 To the extent permitted by law, the Board of Directors may
authorize the issuance of certificates for fractions of a share of stock which
shall entitle the holder to exercise voting rights, receive dividends and
participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of fractions
of a share of stock as of the time when those entitled to receive such fractions
are determined; or its may authorize the issuance, subject to such conditions as
may be permitted by law, of scrip in registered or bearer form over the
signature of an officer or agent of the corporation, exchangeable as therein
provided for full shares of stock, but such scrip shall not entitle the holder
to any rights of a stockholder, except as therein provided.

      Section 2.  Lost or Destroyed Certificates.

            The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such evidence
or bond when, in the judgment of the Board of directors, it is proper to do so.

      Section 3.  Transfer of Shares.

            3.1 Transfer of shares of stock of the Corporation shall be made on
the stock ledger of the Corporation only by the holder of record thereof, in
person or by his duly authorized attorney, upon surrender for cancellation of
the certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of authority
to transfer and of payment of taxes as the Corporation or its agents may
require.


                                       13
<PAGE>   18
            3.2 The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the absolute owner thereof for all purposes
and , accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

      Section 4.  Record Date.

            In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of, or to
vote at, a meeting of stockholders shall be at the close of business on the day
next preceding the day on which the notice is given, or, if no notice is given,
the day preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of, or to vote
at, any meeting of stockholders has been made, as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.

                                   ARTICLE VII
                                    DIVIDENDS

      Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amount, and at such time or times as
the Board of Directors may determine.

                                  ARTICLE VIII
                                   FISCAL YEAR

      The fiscal year of the Corporation shall be June 30, and may be changed by
the Board of Directors from time to time subject to applicable law.

                                   ARTICLE IX
                                 CORPORATE SEAL

      The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the date of its incorporation, and the word
"Nevada" to indicate the Corporation was incorporated pursuant to the laws of
the State of Nevada.


                                       14
<PAGE>   19
                                    ARTICLE X
                                    INDEMNITY

      Section 1. Every person who was or is a party or is threatened to be made
a party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Nevada from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. The Board of Directors may, in its
discretion, cause the expense of officers and directors incurred in defending a
civil or criminal action, suit or proceeding to be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. No such person shall be indemnified against, or be reimbursed for,
any expense or payments incurred in connection with any claim or liability
established to have arisen out of his own willful misconduct or gross
negligence. Any right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, which such directors, officers, or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.

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

      Section 3. The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these and such Bylaws to
the full extent permitted by the General Corporation Law of the State of Nevada.

                                   ARTICLE XI
                                  MISCELLANEOUS

      Section 1. Stockholders' Agreements. Notwithstanding anything contained in
this Article XI to the contrary, in the event the Corporation elects to become a
close corporation, an agreement between two or more Stockholders thereof, if in
writing and signed by the parties thereto, may provide that in exercising any
voting rights, the shares held by them shall be voted as provided therein, and
may otherwise modify the provisions contained in Article IV, herein as to
Stockholders' meetings and actions.


                                       15
<PAGE>   20
      Section 2. Subsidiary Corporations. Shares of the Corporation owned by a
subsidiary shall not be entitled to vote on any matter. For the purpose of this
Section, a subsidiary of the Corporation is defined as another corporation of
which shares thereof possessing more than 25% of the voting power are owned
directly or indirectly through one or more other corporations of which the
Corporation owns, directly or indirectly, more than 50% of the voting power.


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<PAGE>   21
                            CERTIFICATE OF SECRETARY

            I, the undersigned, certify that:

      1.    I am the duly  elected  and  acting  Secretary  of NEW  DIRECTIONS
MANUFACTURING, INC., a Nevada corporation; and

      2. The foregoing Amended and Restated Bylaws, consisting of 16 pages, are
the Bylaws of this Corporation as adopted by the Board of Directors.


            IN WITNESS WHEREOF, I have subscribed my name and affixed the seal
of this Corporation on this 20th day of July, 1998.




                                    /s/ Jack Horner, Jr.
                                    ------------------------------
                                    Jack Horner, Jr., Secretary



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