EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                           ASI Technology Corporation
                             (a Nevada corporation)

                                    ARTICLE I
                                  STOCKHOLDERS

         Section 1.01 Annual Meeting.  An annual meeting of the  stockholders of
the corporation  shall be held on the date and at the time and place as shall be
designated  from time to time by the Board of Directors and stated in the notice
of the  meeting,  for the purpose of electing  directors of the  corporation  to
serve during the ensuing year and for the  transaction of such other business as
may properly  come before the meeting.  If the election of the  directors is not
held on the day designated herein for any annual meeting of the stockholders, or
at any adjournment thereof, the president shall cause the election to be held at
a special meeting of the stockholders as soon thereafter as is convenient.

         Section 1.02 Special Meetings.

                  (a) Special  meetings of the stockholders may be called by the
chairman,  the  president or the Board of  Directors  and shall be called by the
chairman,  the president or the Board of Directors at the written request of the
holders  of  not  less  than  51% of  the  voting  power  of  any  class  of the
corporation's stock entitled to vote.

                  (b) No  business  shall be  acted  upon at a  special  meeting
except  as set  forth in the  notice  calling  the  meeting,  unless  one of the
conditions for the holding of a meeting without notice set forth in Section 1.05
shall be satisfied, in which case any business may be transacted and the meeting
shall be valid for all purposes.

         Section 1.03 Place of Meetings.  Any meeting of the stockholders of the
corporation  may be held at its  registered  office in the State of Nevada or at
such other place in or out of the United  States as the Board of  Directors  may
designate.  A waiver  of  notice  signed by  stockholders  entitled  to vote may
designate any place for the holding of such meeting.

         Section 1.04 Notice of Meetings.

                  (a)  The  president,  a  vice  president,  the  secretary,  an
assistant secretary or any other individual designated by the Board of Directors
shall sign and deliver written notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting. The notice shall
state the place,  date and time of the meeting  and the purpose or purposes  for
which the meeting is called.

                  (b) In the case of an annual meeting,  any proper business may
be presented for action,  except that action on any of the following items shall
be taken only if the general nature of the proposal is stated in the notice:

                           (1)  Action   with   respect  to  any   contract   or
transaction between the corporation and one or more of its directors or officers
or between the corporation and any corporation, firm or association in which one
or more of the  corporation's  directors or officers is a director or officer or
is financially interested;

                           (2)  Adoption  of   amendments  to  the  Articles  of
Incorporation; or

                           (3) Action with respect to a merger,  share exchange,
reorganization,   partial  or  complete  liquidation,   or  dissolution  of  the
corporation.

                  (c) A copy of the  notice  shall be  personally  delivered  or
mailed postage  prepaid to each  stockholder  of record  entitled to vote at the
meeting at the  address  appearing  on the records of the  corporation,  and the
notice  shall be deemed  delivered  the date the same is deposited in the United
States  mail  for  transmission  to  such  stockholder.  If the  address  of any
stockholder  does not appear  upon the  records of the  corporation,  it will be
sufficient to address any notice to such stockholder at the registered office of
the corporation.



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                  (d) The written certificate of the individual signing a notice
of meeting,  setting  forth the substance of the notice or having a copy thereof
attached,  the date  the  notice  was  mailed  or  personally  delivered  to the
stockholders  and the  addresses to which the notice was mailed,  shall be prima
facie evidence of the manner and fact of giving such notice.

                  (e) Any  stockholder  may  waive  notice of any  meeting  by a
signed writing, either before or after the meeting.

         Section 1.05      Meeting Without Notice.

                  (a)  Whenever  all  persons  entitled  to vote at any  meeting
consent, either by:

                           (1) A writing on the  records of the meeting or filed
with the secretary; or

                           (2) Presence at such meeting and oral consent entered
on the minutes; or

                           (3) Taking part in the  deliberations at such meeting
without objection;

the doings of such  meeting  shall be as valid as if had at a meeting  regularly
called and noticed.

                  (b) At such meeting any business may be transacted that is not
excepted from the written consent or to the  consideration of which no objection
for want of notice is made at the time.

                  (c) If any meeting be irregular  for want of notice or of such
consent,  provided a quorum was present at such meeting,  the proceedings of the
meeting  may be  ratified  and  approved  and  rendered  likewise  valid and the
irregularity  or defect therein waived by a writing signed by all parties having
the right to vote at such meeting.

                  (d) Such consent or approval may be by proxy or attorney,  but
all such proxies and powers of attorney must be in writing.

         Section 1.06 Determination of Stockholders of Record.

                  (a) For the purpose of determining the  stockholders  entitled
to notice  of and 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  distribution  or the  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
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of such meeting,  nor more
than sixty (60) days prior to any other action.

                  (b)  If  no  record  date  is  fixed,   the  record  date  for
determining stockholders:  (i) entitled to notice of and to vote at a meeting of
stockholders  shall  be at the  close  of  business  on the  business  day  next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the  business  day next  preceding  the day on which  the
meeting is held; (ii) entitled to express consent to corporate action in writing
without a meeting shall be the day on which the first written consent is signed;
and (iii) for any other  purpose shall be at the close of business on the day on
which  the  Board  of  Directors  adopts  the  resolution  relating  thereto.  A
determination  of stockholders of record entitled to notice of or to vote at any
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 1.07 Quorum; Adjourned Meetings.

                  (a)  Unless  the  Articles  of  Incorporation  provide  for  a
different  proportion,  stockholders  holding at least a majority  of the voting
power of the  corporation's  stock,  represented  in  person  or by  proxy,  are
necessary to constitute a quorum for the transaction of business at any meeting.
If, on any  issue,  voting by classes  is  required  by the laws of the State of
Nevada,  the Articles of Incorporation  or these Bylaws,  at least a majority of
the voting power  within each such class is necessary to  constitute a quorum of
each such class.

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                  (b) If a quorum is not  represented,  a majority of the voting
power so represented  may adjourn the meeting from time to time until holders of
the voting power  required to constitute a quorum shall be  represented.  At any
such adjourned meeting at which a quorum shall be represented,  any business may
be transacted  which might have been  transacted as  originally  called.  When a
stockholders'  meeting is adjourned to another time or place  hereunder,  notice
need not be given of the  adjourned  meeting if the time and place  thereof  are
announced at the meeting at which the  adjournment  is taken.  The  stockholders
present at a duly  convened  meeting may  continue to  transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum of the voting power.

         Section 1.08 Voting.

                  (a)   Unless   otherwise   provided   in   the   Articles   of
Incorporation,  or in the  resolution  providing  for the  issuance of the stock
adopted by the Board of Directors  pursuant to authority  expressly vested in it
by the provisions of the Articles of Incorporation,  each stockholder of record,
or such  stockholder's  duly  authorized  proxy  or  attorney-in-fact,  shall be
entitled to one (1) vote for each share of voting stock  standing  registered in
such stockholder's name on the record date.

                  (b)  Except as  otherwise  provided  herein,  all  votes  with
respect to shares  standing  in the name of an  individual  on the  record  date
(including  pledged  shares)  shall  be cast  only by  that  individual  or such
individual's  duly  authorized  proxy,  attorney-in-fact,  or voting  trustee(s)
pursuant to a voting trust.  With respect to shares held by a representative  of
the estate of a deceased stockholder, or by a guardian,  conservator,  custodian
or trustee, votes may be cast by such holder upon proof of capacity, even though
the shares do not stand in the name of such holder.  In the case of shares under
the control of a receiver,  the receiver  may cast votes  carried by such shares
even though the shares do not stand in the name of the receiver;  provided, that
the order of the court of  competent  jurisdiction  which  appoints the receiver
contains the authority to cast votes carried by such shares.  If shares stand in
the name of a minor,  votes may be cast only by the duly  appointed  guardian of
the estate of such minor if such  guardian  has provided  the  corporation  with
written proof of such appointment.

                  (c) With  respect  to shares  standing  in the name of another
corporation, partnership, limited liability company or other legal entity on the
record  date,  votes  may be  cast:  (i) in the case of a  corporation,  by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be  appointed  by  resolution  of the Board of  Directors  of such  other
corporation   or  by  such   individual   (including   the  officer  making  the
authorization)  authorized  in writing to do so by the  chairman of the Board of
Directors,  president or any  vice-president of such corporation and (ii) in the
case of a partnership,  limited  liability  company or other legal entity, by an
individual representing such stockholder upon presentation to the corporation of
satisfactory evidence of his authority to do so.

                  (d) Notwithstanding anything to the contrary herein contained,
no votes may be cast for shares owned by this  corporation or its  subsidiaries,
if any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary  capacity,  no votes shall be cast with respect  thereto on any matter
except to the extent that the beneficial  owner thereof  possesses and exercises
either a right  to vote or to give  the  corporation  holding  the same  binding
instructions on how to vote.

                  (e) Any  holder of shares  entitled  to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting the
remaining  votes or cast the same  against the  proposal,  except in the case of
elections  of  directors.  If such holder  entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

                  (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries,  members of a partnership,  joint tenants, tenants
in common,  husband and wife as  community  property,  tenants by the  entirety,
voting trustees,  persons entitled to vote under a stockholder  voting agreement
or otherwise and shares held by two or more persons  (including  proxy  holders)
having the same fiduciary  relationship in respect to the same shares, votes may
be cast in the following manner:

                           (1)      If only one person  votes,  the vote of such
                                    person binds all.

                           (2)      If more than one person casts votes, the act
                                    of the majority so voting binds all.

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                           (3)      If more than one person casts votes, but the
                                    vote is evenly split on a particular matter,
                                    the    votes    shall   be    deemed    cast
                                    proportionately, as split.

                  (g)  If  a  quorum  is   present,   unless  the   Articles  of
Incorporation  provide  for a  different  proportion,  the  affirmative  vote of
holders of at least a majority of the voting  power  represented  at the meeting
and entitled to vote on any matter shall be the act of the stockholders,  unless
voting by classes is required for any action of the  stockholders by the laws of
the State of Nevada,  the Articles of  Incorporation  or these Bylaws,  in which
case the  affirmative  vote of holders of a least a majority of the voting power
of each such class shall be required.

         Section 1.09  Proxies.  At any meeting of  stockholders,  any holder of
shares entitled to vote may designate,  in a manner permitted by the laws of the
State of Nevada,  another  person or persons  to act as a proxy or  proxies.  No
proxy is valid  after  the  expiration  of six (6)  months  from the date of its
creation,  unless it is coupled with an interest,  or unless otherwise specified
in the proxy.  In no event shall the term of a proxy exceed seven (7) years from
the date of its  creation.  Every proxy shall  continue in full force and effect
until its  expiration  or  revocation  in a manner  permitted by the laws of the
State of Nevada.

         Section 1.10 Order of Business. At the annual stockholders meeting, the
regular order of business shall be as follows:

                  1.  Determination  of  stockholders  present and  existence of
quorum, in person or by proxy;

                  2. Reading and approval of the minutes of the previous meeting
or meetings;

                  3.  Reports of the Board of  Directors,  and,  if any,  of the
president, treasurer and secretary of the corporation;

                  4. Reports of committees;

                  5. Election of directors;

                  6. Unfinished business;

                  7. New business;

                  8. Adjournment.

         Section  1.11  Absentees'  Consent  to  Meetings.  Transactions  of any
meeting of the  stockholders  are as valid as though had at a meeting  duly held
after regular call and notice if a quorum is represented, either in person or by
proxy, and if, either before or after the meeting,  each of the persons entitled
to vote, not represented in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the  consideration of matters not included in the notice which
are legally required to be included  therein),  signs a written waiver of notice
or consent to the holding of the meeting or an approval of the minutes  thereof.
All such  waivers,  consents,  and  approvals  shall be filed with the corporate
records and made a part of the minutes of the meeting. Attendance of a person at
a meeting shall  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 properly  included in the notice if such objection
is  expressly  made at the time any such  matters are  presented at the meeting.
Neither  the  business  to be  transacted  at nor the  purpose of any regular or
special  meeting of  stockholders  need be  specified  in any written  waiver of
notice or consent,  except as otherwise  provided in Section  1.04(a) and (b) of
these Bylaws.

         Section 1.12  Telephonic  Meetings.  Stockholders  may participate in a
meeting of the stockholders by means of a telephone conference or similar method
of  communication  by which all individuals  participating  in the meet can hear
each other. Participation in a meeting pursuant to this Section 1.12 constitutes
presence in person at the meeting.

         Section 1.13 Action Without  Meeting.  Any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if a
written  consent  thereto is signed by the  holders  of the voting  power of

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the corporation that would be required at a meeting to constitute the act of the
stockholders.  Whenever  action  is taken  by  written  consent,  a  meeting  of
stockholders  need not be called or notice  given.  The  written  consent may be
signed in counterparts  and must be filed with the minutes of the proceedings of
the stockholders.


                                   ARTICLE II
                                    DIRECTORS

         Section 2.01 Number, Tenure, and Qualifications. Unless a larger number
is required by the laws of the State of Nevada or the Articles of  Incorporation
or until  changed  in the  manner  provided  herein,  the  authorized  number of
directors  shall be not less than three (3). Each  director  shall be elected at
the annual meeting of the  stockholders of the corporation and shall hold office
for one (1) year or until his or her  successor  or  successors  are elected and
qualify. A director need not be a stockholder of the corporation.

         Section 2.02 Change In Number.  Subject to any  limitations in the laws
of the State of Nevada,  the  Articles of  Incorporation  or these  Bylaws,  the
number of directors  may be changed from time to time by  resolution  adopted by
the Board of Directors or the stockholders.

         Section  2.03  Reduction  In  Number.  No  reduction  of the  number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.

         Section 2.04 Resignation. Any director may resign effective upon giving
written  notice to the chairman of the Board of Directors,  the  president,  the
secretary,  or in the  absence  of all of them,  any other  officer,  unless the
notice specifies a later time for effectiveness of such resignation.

         Section 2.05 Removal.

                  (a) The Board of  Directors  of the  corporation,  by majority
vote,  may declare  vacant the office of a director who has been  convicted of a
felony or who has been declared  incompetent by an order of a court of competent
jurisdiction.

                  (b) Any  director  may be removed  from  office by the vote or
written  consent of  stockholders  representing  not less than two-thirds of the
voting power of the issued and outstanding  stock entitled to vote,  except that
if the  corporation's  Articles of  Incorporation  provide  for the  election of
directors by  cumulative  voting,  no director may be removed from office except
upon the vote of stockholders  owning  sufficient  shares to have prevented such
director's election to office in the first instance.

         Section 2.06 Vacancies.

                  (a)   Unless   otherwise   provided   in   the   Articles   of
Incorporation,  all  vacancies,  including  those  caused by an  increase in the
number of  directors,  may be filled by a majority of the  remaining  directors,
though less than a quorum  unless it is  otherwise  provided in the  Articles of
Incorporation unless, in the case of removal of a director,  the stockholders by
a majority  of voting  power shall have  appointed  a  successor  to the removed
director.  Subject to the provisions of Subsection (b) below, (i) in the case of
the replacement of a director,  the appointed  director shall hold office during
the  remainder of the term of office of the replaced  director,  and (ii) in the
case of an increase in the number of  directors,  the appointed  director  shall
hold  office  until the next  meeting of  stockholders  at which  directors  are
elected.

                  (b) If, after the filling of any vacancy by the directors, the
directors  then in office who have been elected by the  stockholders  constitute
less than a majority of the directors  then in office,  any holder or holders of
an  aggregate  of at least  fifteen  percent  (15%) of the  total  voting  power
entitled  to vote may call a special  meeting of the  stockholders  to elect the
entire Board of Directors.  The term of office of any director  shall  terminate
upon such election of a successor.

         Section 2.07 Annual and Regular  Meetings.  Immediately  following  the
adjournment  of, and at the same place as, the annual or any special  meeting of
the  stockholders  at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including newly elected directors,
shall hold its annual meeting  without  notice,  other than this  provision,  to
elect officers and to transact such further business as may be necessary or

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appropriate.  The Board of Directors may provide by resolution the place,  date,
and hour for holding regular meetings between annual meetings.

         Section  2.08  Special  Meetings.  Special  meetings  of the  Board  of
Directors  may be called by the  chairman,  or if there is no  chairman,  by the
president or secretary,  and shall be called by the  chairman,  the president or
the secretary upon the request of any two (2) directors. If the chairman refuses
or, if there is no  chairman,  if both the  president  and  secretary  refuse or
neglect to call such special meeting,  a special meeting may be called by notice
signed by any two (2) directors.

         Section 2.09 Place of Meetings.  Any regular or special  meeting of the
directors of the corporation may be held at such place as the Board of Directors
may designate or, in the absence of such designation, at the place designated in
the notice  calling the  meeting.  A waiver of notice  signed by  directors  may
designate any place for the holding of such meeting.

         Section  2.10  Notice of  Meetings.  Except as  otherwise  provided  in
Section 2.07,  there shall be delivered to all directors,  at least  forty-eight
(48)  hours  before  the time of a  meeting,  a copy of a written  notice of the
meeting,  by delivery of such notice personally,  by mailing such notice postage
prepaid,  or by telegram.  Such notice shall be addressed in the manner provided
for notice to stockholders in Section  1.04(c).  If mailed,  the notice shall be
deemed  delivered two (2) business days following the date the same is deposited
in the United States mail, postage prepaid. Any director may waive notice of any
meeting,  and the attendance of a director at a meeting and oral consent entered
on the  Minutes of the meeting or taking  part in  deliberations  of the meeting
without  objection  shall  constitute  a  waiver  of  notice  of  such  meeting.
Attendance for the express  purpose of objecting to the  transaction of business
thereat  because  the  meeting  is not  properly  called or  convened  shall not
constitute presence nor a waiver of notice for purposes hereof.

         Section 2.11 Quorum; Adjourned Meetings.

                  (a) A majority of the  directors in office,  at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

                  (b) At any meeting of the Board of Directors where a quorum is
not present, a majority of those present may adjourn, from time to time, until a
quorum is present,  and no notice of such adjournment shall be required.  At any
adjourned  meeting  where a quorum is present,  any business  may be  transacted
which could have been transacted at the meeting originally called.

         Section 2.12 Board of Directors'  Decisions.  The affirmative vote of a
majority of the  directors  present at a meeting at which a quorum is present is
the act of the Board of Directors.

         Section 2.13 Telephonic Meetings.  Members of the Board of Directors or
of any  committee  designated  by the Board of Directors  may  participate  in a
meeting  of the  Board  of  Directors  or  committee  by  means  of a  telephone
conference or similar method of communication by which all persons participating
in such meeting can hear each other. Participation in a meeting pursuant to this
Section 2.13 constitutes presence in person at the meeting.

         Section 2.14 Action Without  Meeting.  Any action required or permitted
to be taken at a meeting of the Board of Directors or of a committee thereof may
be taken  without a meeting if,  before or after the action,  a written  consent
thereto  is  signed  by all of the  members  of the  Board of  Directors  or the
committee.  The written consent may be signed in counterparts  and must be filed
with the minutes of the proceedings of the Board of Directors or committee.

         Section 2.15 Powers and Duties.

                  (a)  Except  as  otherwise  restricted  by  Nevada  law or the
Articles of  Incorporation,  the Board of  Directors  has full  control over the
affairs of the  corporation.  The Board of  Directors  may  delegate  any of its
authority to manage,  control or conduct the business of the  corporation to any
standing or special  committee,  or to any officer or agent,  and to appoint any
persons to be agents of the  corporation,  each with such powers,  including the
power to subdelegate, and upon such terms as may be deemed fit.

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                  (b) The Board of Directors  may present at annual  meetings of
the stockholders,  and when called for by a majority vote of the stockholders at
an annual meeting or a special meeting of the stockholders shall present, a full
and clear report of the condition of the corporation to the stockholders.

                  (c) The Board of Directors, in its discretion,  may submit any
contract  or act for  approval  or  ratification  at any  annual  meeting of the
stockholders  or  any  special  meeting  properly  called  for  the  purpose  of
considering any such contract or act, provided a quorum is present.

                  (d) the Board of Directors may appoint such  committees,  each
of which must include at least one director,  except in the case of an executive
committee whose members must all be directors,  with each such committee  having
such powers and be subject to such limitations as contained in the resolution of
the Board of  Directors  creating  such  committee.  In the case of an executive
committee,  the  president  of the  corporation  shall  be a  member  and be the
chairman.

         Section 2.16  Compensation.  The  directors  and members of  committees
shall be allowed  and paid all  necessary  expenses  incurred in  attending  any
meetings of the Board of Directors  or  committees.  Subject to any  limitations
contained in the laws of the State of Nevada,  the Articles of  Incorporation or
any contract or agreement to which the  corporation  is a party,  directors  may
receive  compensation for their services as directors as determined by the Board
of Directors,  but only during such times as the corporation may legally declare
and pay  distributions on its stock,  unless the payment of such compensation is
first  approved  by the  stockholders  entitled  to  vote  for the  election  of
directors.

         Section 2.17 Board of Directors' Officers.

                  (a) At its annual  meeting,  the Board of Directors may elect,
from among its members, a chairman who shall preside at meetings of the Board of
Directors  and may preside at meetings  of the  stockholders.  In the absence of
such election,  the president shall serve as chairman of the Board of Directors.
The Board of  Directors  may also  elect  such  other  officers  of the Board of
Directors and for such term as it may from time to time deem advisable.

                  (b) Any  vacancy  in any  office  of the  Board  of  Directors
because of death,  resignation,  removal or otherwise may be filled by the Board
of Directors for the unexpired portion of the term of such office.

         Section 2.18 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:

                  1. Determination of members present and existence of quorum;

                  2. Reading and approval of the minutes of any previous meeting
or meetings;

                  3. Reports of officers and committeemen;

                  4. Election of officers (annual meeting);

                  5. Unfinished business;

                  6. New business;

                  7. Adjournment.


                                   ARTICLE III
                                    OFFICERS

         Section 3.01 Election.  The Board of Directors,  at its annual meeting,
shall elect a president,  a secretary  and a treasurer to hold office for a term
of one (1) year or until their successors are chosen and qualify. Any individual
may hold two or more offices.  The Board of Directors may, from time to time, by
resolution,  elect  one  or  more  vice-presidents,  assistant  secretaries  and
assistant  treasurers and appoint  agents of the  corporation,  prescribe  their
duties and fix their compensation.

         Section  3.02  Removal;  Resignation.  Any officer or agent  elected or
appointed by the Board of Directors may be removed by it with or without  cause.
Any officer may resign at any time upon written notice to the  corporation.  Any
such  removal or  resignation  shall be subject to the  rights,  if any,  of the
respective  parties under any contract  between the corporation and such officer
or agent.

                                       7

<PAGE>


         Section  3.03  Vacancies.  Any vacancy in any office  because of death,
resignation,  removal or otherwise  may be filled by the Board of Directors  for
the unexpired portion of the term of such office.

         Section 3.04      President.

                  (a) Unless otherwise  directed by the Board of Directors,  the
president shall be the chief executive  officer of the  corporation,  subject to
the  supervision  and control of the Board of  Directors,  and shall  direct the
corporate affairs,  with full power to execute all resolutions and orders of the
Board of Directors not expressly delegated to some other officer or agent of the
corporation  and shall  perform such other duties as  prescribed by the Board of
Directors.  If the Board of Directors  shall,  pursuant to Section  2.17,  elect
someone  other than the president as chairman of the Board of Directors and such
chairman  elects not to preside or is absent,  the  president  shall  preside at
meetings of the stockholders and of the Board of Directors.

                  (b) The  president  shall  have full  power and  authority  on
behalf of the  corporation  to attend and to act and to vote, or designate  such
other officer or agent of the  corporation  to attend and to act and to vote, at
any meetings of the stockholders of any corporation in which the corporation may
hold stock and, at any such meetings, shall possess and may exercise any and all
rights  and  powers  incident  to the  ownership  of such  stock.  The  Board of
Directors, by resolution from time to time, may confer like powers on any person
or persons in place of the president to exercise such powers for these purposes.

         Section 3.05  Vice-Presidents.  The Board of Directors may elect one or
more vice-presidents who shall be vested with all the powers and perform all the
duties of the  president  whenever the  president is absent or unable to act and
such  other  duties  as shall be  prescribed  by the Board of  Directors  or the
president.

         Section 3.06 Secretary.  The secretary shall keep, or cause to be kept,
the minutes of  proceedings  of the  stockholders  and the Board of Directors in
books  provided for that purpose.  The secretary  shall attend to the giving and
service of all notices of the  corporation,  may sign with the  president in the
name of the  corporation all contracts in which the corporation is authorized to
enter,  shall have the custody or designate control of the corporate seal, shall
affix  the  corporate  seal to all  certificates  of stock  duly  issued  by the
corporation,  shall have charge or designate control of stock certificate books,
transfer books and stock  ledgers,  and such other books and papers as the Board
of Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.

         Section 3.07 Assistant Secretaries.  The Board of Directors may appoint
one or more  assistant  secretaries  who shall have such powers and perform such
duties as may be prescribed by the Board of Directors or the secretary.

         Section 3.08  Treasurer.  The  treasurer  shall be the chief  financial
officer of the corporation,  subject to the supervision and control of the Board
of  Directors,  and shall have  custody of all the funds and  securities  of the
corporation.  When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks,  notes, and other obligations,  and shall
deposit  all  monies to the credit of the  corporation  in such bank or banks or
other  depository  as the Board of Directors may  designate,  and shall sign all
receipts and vouchers for payments  made by the  corporation.  Unless  otherwise
specified by the Board of  Directors,  the treasurer may sign with the president
all bills of exchange and promissory notes of the  corporation,  shall also have
the care and custody of the stocks, bonds, certificates,  vouchers,  evidence of
debts,  securities,  and such other property belonging to the corporation as the
Board of Directors shall  designate,  and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer  shall  enter,  or cause to be  entered,  regularly  in the  financial
records  of the  corporation,  to be kept for that  purpose,  full and  accurate
accounts  of all monies  received  and paid on account of the  corporation  and,
whenever  required  by the Board of  Directors,  the  treasurer  shall  render a
statement of any or all accounts.  The treasurer  shall at all reasonable  times
exhibit  the books of  account  to any  director  of the  corporation  and shall
perform all acts incident to the position of treasurer subject to the control of
the Board of Directors.

         The treasurer  shall, if required by the Board of Directors,  give bond
to the  corporation  in such sum and with such  security as shall be approved by
the  Board of  Directors  for the  faithful  performance  of all the  duties  of
treasurer  and  for  restoration  to  the  corporation,  in  the  event  of  the
treasurer's death, resignation, retirement or removal from office, of all books,
records,  papers,  vouchers, money and other property in the treasurer's custody
or control and belonging to the  corporation.  The expense of such bond shall be
borne by the corporation.

                                       8

<PAGE>


         Section 3.09 Assistant  Treasurers.  The Board of Directors may appoint
one or more  assistant  treasurers  who shall have such powers and perform  such
duties as may be  prescribed  by the Board of  Directors or the  treasurer.  The
Board of  Directors  may require an  assistant  treasurer  to give a bond to the
corporation  in such sum and  with  such  security  as it may  approve,  for the
faithful performance of the duties of assistant  treasurer,  and for restoration
to  the  corporation,   in  the  event  of  the  assistant   treasurer's  death,
resignation,  retirement or removal from office, of all books, records,  papers,
vouchers,  money and other  property  in the  assistant  treasurer's  custody or
control  and  belonging  to the  corporation.  The expense of such bond shall be
borne by the corporation.


                                   ARTICLE IV
                                  CAPITAL STOCK

         Section 4.01 Issuance.  Shares of the  corporation's  authorized  stock
shall,  subject to any  provisions  or  limitations  Nevada law, the Articles of
Incorporation  or any contracts or agreements to which the  corporation may be a
party, be issued,  or otherwise  reserved,  in such manner,  at such times, upon
such conditions and for such  consideration  as shall be prescribed by the Board
of Directors.

         Section  4.02  Certificates.  Ownership  in the  corporation  shall  be
evidenced  by  certificates  for  shares  of  stock  in such  form as  shall  be
prescribed by the Board of Directors, shall be under the seal of the corporation
and shall be manually  signed by the president or a  vice-president  and also by
the secretary, an assistant secretary, the treasurer, or an assistant treasurer;
provided,  however,  whenever  any  certificate  is  countersigned  or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar,  then a
facsimile of the  signatures of said  officers,  the transfer  agent or transfer
clerk or the registrar of the corporation  may be printed or  lithographed  upon
the  certificate  in lieu of the  actual  signatures.  If the  corporation  uses
facsimile  signatures of its officers and agents on its stock  certificates,  it
shall  not  act as  registrar  of its own  stock,  but its  transfer  agent  and
registrar may be identical if the  institution  acting in those dual  capacities
countersigns  or  otherwise   authenticates  any  stock   certificates  in  both
capacities.  Each certificate  shall contain the name of the record holder,  the
number,  designation, if any, class or series of shares represented, a statement
or summary of any applicable  rights,  preferences,  privileges or  restrictions
thereon,  and a statement,  if applicable,  that the shares are assessable.  All
certificates  shall be consecutively  numbered.  If provided by the stockholder,
the name, address and federal tax identification number of the stockholder,  the
number of shares,  and the date of issue shall be entered in the stock  transfer
records of the corporation.

         Section  4.03  Surrendered,   Lost  or  Destroyed   Certificates.   All
certificates surrendered to the corporation, except those representing shares of
treasury stock,  shall be canceled and no new certificate  shall be issued until
the former  certificate  for a like number of shares  shall have been  canceled,
except that in case of a lost, stolen, destroyed or mutilated certificate, a new
one may be issued therefor.  However,  any stockholder applying for the issuance
of a stock  certificate  in lieu of one  alleged  to  have  been  lost,  stolen,
destroyed or mutilated  shall,  prior to the issuance of a replacement,  provide
the corporation with the  stockholder's  affidavit of the facts  surrounding the
loss,  theft,  destruction  or  mutilation  and,  if  required  by the  Board of
Directors, an indemnity bond in an amount not less than twice the current market
value  of the  stock,  and upon  such  terms as the  treasurer  or the  Board of
Directors shall require,  to indemnify the corporation against any loss, damage,
cost or inconvenience  arising as a consequence of the issuance of a replacement
certificate.

         Section   4.04   Replacement   Certificate.   When  the   Articles   of
Incorporation  are amended in any way affecting the statements  contained in the
certificates  for  outstanding  shares of capital stock of the corporation or it
becomes  desirable for any reason,  in the discretion of the Board of Directors,
including,  without  limitation,  the  merger of the  corporation  with  another
corporation or the reorganization of the corporation,  to cancel any outstanding
certificate  for shares and issue a new certificate  therefor  conforming to the
rights  of the  holder,  the  Board  of  Directors  may  order  any  holders  of
outstanding  certificates  for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s)  ordered to be surrendered
shall not be  entitled to vote,  receive  distributions  or  exercise  any other
rights of  stockholders  of record until the holder has complied with the order,
but the order  operates  to suspend  such  rights  only  after  notice and until
compliance.

         Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificates
therefor  accompanied by an assignment or transfer by the registered  owner made
either in person or under  assignment.  Whenever any transfer shall be expressly
made for collateral  security and not absolutely,  the collateral  nature of the
transfer  shall be  reflected  in the entry of  transfer  in the  records of the
corporation.

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<PAGE>


         Section 4.06  Transfer  Agent;  Registrars.  The Board of Directors may
appoint one or more transfer  agents,  transfer clerk and registrars of transfer
and may require all  certificates  for shares of stock to bear the  signature of
such transfer agent, transfer clerk and/or registrar of transfer.

         Section 4.07 Stock Transfer  Records.  The stock transfer  records may,
with the approval of the Board of Directors,  be closed for a period of at least
ten (10) days prior to all meetings of the  stockholders  and may also be closed
for the payment of distributions as provided in Article V hereof and during such
periods  as,  from time to time,  may be fixed by the Board of  Directors,  and,
during such periods,  no stock shall be  transferable  for purposes of Article V
and no voting rights shall be deemed transferred during such periods. Subject to
the forgoing limitations,  nothing contained herein shall cause transfers during
such periods to be void or voidable.

         Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as it
may  deem  expedient  concerning  the  issue,   transfer,  and  registration  of
certificates for shares of the corporation's stock.


                                    ARTICLE V
                                  DISTRIBUTIONS

         Section 5.01  Distributions may be declared,  subject to the provisions
of the laws of the State of Nevada and the  Articles  of  Incorporation,  by the
Board of  Directors  at any regular or special  meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record  date,  as  provided in Section  1.06,  prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution.


                                   ARTICLE VI
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

         Section 6.01 Records.  All original records of the corporation shall be
kept by or under the  direction  of the  secretary  or at such  places as may be
prescribed by the Board of Directors.

         Section  6.02  Directors'  and  Officers'  Right of  Inspection.  Every
director and officer shall have the absolute right at any reasonable  time for a
purpose  reasonably  related  to the  exercise  of such  individual's  duties to
inspect and copy all of the corporation's books, records, and documents of every
kind  and to  inspect  the  physical  properties  of  the  corporation  and  its
subsidiary  corporations.  Such  inspection may be made in person or by agent or
attorney.

         Section 6.03 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile,  to be
impressed  or  affixed  or  reproduced  or  otherwise.   Except  when  otherwise
specifically  provided  herein,  any officer of the  corporation  shall have the
authority to affix the seal to any document requiring it.

         Section 6.04 Fiscal  Year-End.  The fiscal  year-end of the corporation
shall be such date as may be fixed from time to time by  resolution of the Board
of Directors.

         Section  6.05  Reserves.   The  Board  of  Directors  may  create,   by
resolution,  such  reserves as the  directors  may,  from time to time, in their
discretion,   think  proper  to  provide  for  contingencies,   or  to  equalize
distributions or to repair or maintain any property of the  corporation,  or for
such  other  purpose  as the  Board  of  Directors  may deem  beneficial  to the
corporation,  and the  directors  may modify or abolish any such reserves in the
manner in which they were created.

                                       10

<PAGE>


                                   ARTICLE VII
                                 INDEMNIFICATION

         Section 7.01 Indemnification and Insurance.

                  (a) Indemnification of Directors and Officers.

                           (i) For purposes of this  Article,  (A)  "Indemnitee"
shall mean each  director or officer who was or is a party to, or is  threatened
to be  made a  party  to,  or is  otherwise  involved  in,  any  Proceeding  (as
hereinafter  defined), by reason of the fact that he or she is or was a director
or officer  of the  corporation  or is or was  serving  in any  capacity  at the
request of the corporation as a director,  officer, employee, agent, partner, or
fiduciary  of,  or in  any  other  capacity  for,  another  corporation  or  any
partnership,  joint venture,  trust, or other  enterprise;  and (B) "Proceeding"
shall  mean any  threatened,  pending  or  completed  action or suit  (including
without  limitation  an  action,  suit or  proceeding  by or in the right of the
corporation), whether civil, criminal, administrative or investigative.

                           (ii) Each  Indemnitee  shall be indemnified  and held
harmless  by the  corporation  for all  actions  taken by him or her and for all
omissions  (regardless  of the  date of any such  action  or  omission),  to the
fullest extent permitted by Nevada law, against all expense,  liability and loss
(including  without  limitation  attorneys'  fees,   judgments,   fines,  taxes,
penalties,  and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding.

                           (iii) Indemnification  pursuant to this Section shall
continue  as to an  Indemnitee  who has ceased to be a director  or officer  and
shall inure to the benefit of his or her heirs, executors and administrators.

                  (b) Indemnification of Employees and Other Persons.

                           The  corporation  may,  by  action  of its  Board  of
Directors  and to the extent  provided in such action,  indemnify  employees and
other persons as though they were Indemnitees.

                  (c) Non-Exclusivity of Rights.

                           The  rights  to  indemnification   provided  in  this
Article  shall not be  exclusive of any other rights that any person may have or
hereafter acquire under any statute,  provision of the corporation's Articles of
Incorporation  or Bylaws,  agreement,  vote of  stockholders  or  directors,  or
otherwise.

                  (d) Insurance.

                           The corporation  may purchase and maintain  insurance
or make  other  financial  arrangements  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 for
any liability asserted against him or her and liability and expenses incurred by
him or her in his or her capacity as a director,  officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses.

                  (e) Other Financial Arrangements.

                           The other financial arrangements which may be made by
the corporation may include the following (i) the creation of a trust fund; (ii)
the  establishment  of a program of  self-insurance;  (iii) the  securing of its
obligation of  indemnification  by granting a security interest or other lien on
any assets of the  corporation;  (iv) the  establishment  of a letter of credit,
guarantee or surety.  No financial  arrangement made pursuant to this subsection
may  provide   protection  for  a  person  adjudged  by  a  court  of  competent
jurisdiction,  after  exhaustion  of all  appeals  therefrom,  to be liable  for
intentional  misconduct,  fraud,  or a knowing  violation  of law,  except  with
respect to advancement of expenses or indemnification ordered by a court.

                                       11

<PAGE>


                  (f)  Other   Matters   Relating  to   Insurance  or  Financial
Arrangements.

                           Any insurance or other financial  arrangement made on
behalf of a person  pursuant to this section may be provided by the  corporation
or any other person  approved by the Board of Directors,  even if all or part of
the other person's stock or other securities is owned by the corporation. In the
absence of fraud:

                           (i) the  decision of the Board of Directors as to the
propriety  of the terms  and  conditions  of any  insurance  or other  financial
arrangement  made  pursuant  to this  section  and the  choice of the  person to
provide the insurance or other financial arrangement is conclusive; and

                           (ii) the insurance or other financial arrangement:

                                    (A) is not void or voidable; and

                                    (B) does not subject any director  approving
it to personal liability for his action,

even if a director  approving the insurance or other financial  arrangement is a
beneficiary of the insurance or other financial arrangement.

         Section 7.02  Amendment.  The  provisions  of this Article  relating to
indemnification  shall constitute a contract between the corporation and each of
its directors and officers,  which may be modified as to any director or officer
only with that  person's  consent or as  specifically  provided in this Section.
Notwithstanding  any other provision of these Bylaws relating to their amendment
generally,  any  repeal or  amendment  of this  Article  which is adverse to any
director  or  officer  shall  apply  to  such  director  or  officer  only  on a
prospective   basis  and  shall  not  limit  the  rights  of  an  Indemnitee  to
indemnification  with respect to any action or failure to act occurring prior to
the time of such repeal or  amendment.  Notwithstanding  any other  provision of
these Bylaws,  no repeal or amendment of these Bylaws shall affect any or all of
this Article so as to limit or reduce the  indemnification  in any manner unless
adopted by (a) the  unanimous  vote of the  directors  of the  corporation  then
serving,  or (b) by the  stockholders  as set  forth  in  Article  VIII  hereof;
provided that no such amendment shall have retroactive effect  inconsistent with
the preceding sentence.

         Section  7.03  Changes in Nevada  Law.  References  in this  Article to
Nevada law or to any provision thereof shall be to such law as it existed on the
date this Article was adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which  expands the  liability of directors or
officers or limits the  indemnification  rights or the rights to  advancement of
expenses which the corporation may provide, the rights to limited liability,  to
indemnification and to the advancement of expenses provided in the corporation's
Articles of  Incorporation or these Bylaws or both shall continue as theretofore
to the extent  permitted by law; and (b) if such change permits the corporation,
without the requirement of any further action by  stockholders or directors,  to
limit further the liability of directors (or limit the liability of officers) or
to  provide  broader  indemnification  rights or rights  to the  advancement  of
expenses  than the  corporation  was  permitted to provide prior to such change,
then liability  thereupon shall be so limited and the rights to  indemnification
and the advancement of expenses shall be so broadened to the extent permitted by
law.


                                  ARTICLE VIII
                               AMENDMENT OR REPEAL

         Section 8.01 Amendment.  Except as otherwise restricted in the Articles
of Incorporation or these Bylaws:

         (a) Any  provision of these Bylaws may be altered,  amended or repealed
at the annual or any regular  meeting of the Board of  Directors  without  prior
notice,  or at any special  meeting of the Board of  Directors if notice of such
alteration, amendment or repeal is contained in the notice, or waiver of notice,
of such special meeting.

         (b) These  Bylaws may also be altered,  amended,  or repealed at a duly
convened  meeting of the  stockholders by the affirmative vote of the holders of
51% of the voting power of the  corporation  entitled to vote. The  stockholders
may provide by resolution that any Bylaw provision repealed, amended, adopted or
altered by them may not be repealed, amended, adopted or altered by the Board of
Directors.

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<PAGE>


                                  CERTIFICATION

         The undersigned  duly elected  president of the corporation does hereby
certify that the foregoing Amended and Restated Bylaws were adopted by the Board
of Directors on July 5, 2000.



                                                     /s/ JERRY E. POLIS
                                                     ------------------
                                                     Jerry E. Polis, President

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