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                                                                    EXHIBIT 3.8

                           AMENDED AND RESTATED BYLAWS

                                       OF

                         E-NET FINANCIAL.COM CORPORATION
                             (A Nevada Corporation)

                               ARTICLE I. OFFICE.

The principal office of the Corporation in the State of Nevada is at 202 S.
Minnesota Street, Carson City, Nevada 89703. The executive office of the
Corporation is at 3200 Bristol Street, Suite 710, Costa Mesa, California 92626.


                       ARTICLE II. STOCKHOLDERS' MEETINGS.

Section 1. Annual Meetings.

(a)     The annual meeting of the stockholders of the Corporation, commencing
        with the year 2000 shall be held at the principal office of the
        Corporation in the State of Nevada or at any other place within or
        without the State of Nevada as may be determined by the Board of
        Directors and as may be designated in the notice of that meeting.

        The meeting shall be held on the 15th day of December of each year. If
        that day is a legal holiday, the meeting shall be held on the next
        succeeding day not a legal holiday. The business to be transacted at
        the meeting shall be the election of directors and such other business
        as properly brought before the meeting.

(b)     If the election of directors shall not be held on the day herein
        designated for any annual meeting, or at any adjournment of that
        meeting, the Board of Directors shall call a special meeting of the
        stockholders as soon as possible thereafter.

        At this meeting the election of directors shall take place, and the
        election and any other business transacted shall have the same force
        and effect as at an annual meeting duly called and held.

(c)     No change in the time or place for a meeting for the election of
        directors shall be made within 20 days preceding the day on which the
        election is to be held. Written notice of any change shall be given
        each stockholder


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        at least 20 days before the election is held, either in person or by
        letter mailed to the stockholder at the address last shown on the
        books of the Corporation.

(d)     In the event the annual  meeting is not held at the time prescribed in
        Article II, Section I(a) above, and if the Board of Directors shall
        not call a special meeting as prescribed in Article II, Section l(b)
        above within three months after the date prescribed for the annual
        meeting, then any stockholder may call that meeting, and at that
        meeting the stockholders may elect the directors and transact other
        business with the same force and effect as at an annual meeting duly
        called and held.

Section 2. Special Meetings.

Special meetings of the stockholders may be called by the President or by the
holders of at least 33% of the stock entitled to vote at that meeting. At any
time, upon the written request of any person or persons entitled to call a
special meeting, it shall be the duty of the Secretary to send out notices of
the meeting, to be held within or without the State of Nevada and at such time,
but not less than 10 days nor more than 60 days after receipt of the request, as
may be fixed by the Board of Directors. If the Board of Directors fails to fix a
time or place, the meeting shall be held at the principal office of the
Corporation at a time as shall be fixed by the Secretary within the above
limits.

Section 3. Notice and Purpose of Meetings; Waiver.

Each stockholder of record entitled to vote at any meeting shall be given in
person, or by mail, or by prepaid telegram, written or printed notice of the
purpose or purposes, and the time and place within or outside the State of
Nevada of every meeting of stockholders. This notice shall be delivered not less
than 10 days nor more than 60 days before the meeting. If mailed or telegraphed,
it should be directed to the stockholder at the address last shown on the books
of the Corporation. No publication of the notice of meeting shall be required. A
stockholder may waive the notice of meeting by attendance, either in person or
by proxy, at the meeting, or by so stating in writing, either before or after
the meeting. Attendance at a meeting for the express purpose of objecting that
the meeting was not lawfully called or convened shall not, however, constitute a
waiver of notice. Except where otherwise required by law, notice need not be
given of any adjourned meeting of the stockholders.

Section 4. Quorum.


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Except as otherwise provided by law, a quorum at all meetings of stockholders
shall consist of the holders of record of a majority of the shares entitled to
vote present in person or by proxy.

Section 5. Closing of Transfer Books; Record Date.

(a)     In order to determine  the holders of record of the Corporation's stock
        who are entitled to notice of meetings, to vote at a meeting or its
        adjournment, to receive payment of any dividend, or to make a
        determination of the stockholders of record for any other proper
        purpose, the Board of Directors of the Corporation may order that the
        Stock Transfer Books be closed for a period not to exceed sixty days.
        If the purpose of this closing is to determine who is entitled to
        notice of a meeting and to vote at such meeting, the Stock Transfer
        Books shall be closed for at least thirty days preceding such meeting.

(b)     In lieu of closing the Stock Transfer Books, the Board of Directors may
        fix a date as the record date for the determination of stockholders.
        This date shall be no more than sixty days prior to the date of the
        action which requires the determination, nor, in the case of a
        stockholders' meeting, shall it be less than thirty days in advance of
        such meeting.

(c)     If the Stock Transfer Books are not closed and no record date is fixed
        for the determination of the stockholders of record, the date of which
        notice of the meeting is mailed, or on which the resolution of the
        Board of Directors declaring a dividend is adopted, as the case may
        be, shall be the record date for the determination of stockholders.

(d)     When a determination of stockholders entitled to vote at any meeting
        has been made as provided in this section, this determination shall
        apply to any adjournment of the meeting, except when the determination
        has been made by the closing of the Stock Transfer Books and the
        stated period of closing has expired.

Section 6. Presiding Officer; Order of Business.

(a)     Meetings of the  stockholders shall be presided over by the Chairman of
        the Board, or, if he or she is not present, by the Chief Executive
        Officer, or if not present, by the President, or if he or she is not
        present, by a Vice-President, or if neither the Chairman of the Board
        nor the Chief Executive Officer nor the President nor a Vice-President
        is present, by a chairman to be chosen by a majority of the
        stockholders entitled to vote


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        at the meeting who are present in person or by proxy. The Secretary of
        the Corporation, or, in her or his absence, an Assistant Secretary,
        shall act as secretary of every meeting, but if neither the Secretary
        nor an Assistant Secretary is present, the stockholders present at the
        meeting shall choose any person present to act as secretary of the
        meeting.

(b)     The order of business shall be as follows:
        1.     Call of meeting to order.
        2.     Proof of notice of meeting.
        3.     Reading of minutes of last previous annual meeting.
        4.     Reports of officers.
        5.     Reports of committees.
        6.     Election of directors.
        7.     Miscellaneous business.

Section 7. Voting.

(a)     Except in the election of directors, at which time the  stockholders
        shall be entitled to cumulate their votes, and except as otherwise
        provided in the Articles of Incorporation, the Bylaws, or the laws of
        the State of Nevada at every meeting of the stockholders, each
        stockholder of the Corporation entitled to vote at the meeting shall
        have, as to each matter submitted to a vote, one vote in person or by
        proxy for each share of stock having voting rights registered in his
        or her name on the books of the Corporation. A stockholder may vote
        his or her shares through a proxy appointed by a written instrument
        signed by the stockholder or by a duly authorized attorney-in-fact and
        delivered to the secretary of the meeting. No proxy shall be valid
        after three months from the date of its execution unless a longer
        period is expressly provided.

(b)     A majority vote of those shares entitled to vote and represented at the
        meeting, a quorum being present, shall be the act of the meeting
        except that in electing directors a plurality of the votes cast shall
        elect.

(c)     At all elections of directors, the voting shall be by ballot.

Section 8. List of Stockholders.

(a)     A complete list of the stockholders of the Corporation entitled to vote
        at the ensuing meeting, arranged in alphabetical order, and showing
        the address of, and number of shares owned by, each stockholder shall
        be prepared by the Secretary, or other officer of the Corporation
        having


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        charge of the Stock Transfer Books. This list shall be kept on
        file for a period of at least ten days prior to the meeting at the
        principal office of the Corporation and shall be subject to inspection
        during the usual business hours of such period by any stockholder.
        This list shall also be available at the meeting and shall be open to
        inspection by any stockholder at any time during the meeting.

(b)     The original Stock Transfer Books shall be prima facie evidence as to
        who are the stockholders entitled to examine the list or to vote at
        any meeting of the stockholders.

(c)     Failure to comply with the requirements of this section shall not affect
        the validity of any action taken at any meetings of the stockholders.

                                   ARTICLE III. DIRECTORS.

Section 1. Number, Qualification, Term, Quorum, and Vacancies.

(a)     The property, affairs and business of the Corporation shall be managed
        by a Board of Directors. The number of such directors shall be fixed
        from time to time by resolution of the board of directors. Except as
        provided, directors shall be elected at the annual meeting of the
        stockholders and each director shall serve for one year and/or until
        his or her successor shall be elected and qualify.

(b)     The number of directors may be increased or decreased from time to time
        by an amendment to these Bylaws. Any increased number of directors
        shall be elected by the stockholders at the next regular annual
        meeting or at a special meeting called for that purpose. The number of
        directors shall never be less than one.

(c)     Directors need not be stockholders of the Corporation.

(d)     A majority of the directors in office shall be necessary to constitute
        a quorum for the transaction of business. If, at any meeting of the
        Board of Directors, there shall be less than a quorum present, a
        majority of those present may adjourn the meeting, without further
        notice, from time to time until a quorum shall have been obtained. In
        case there are vacancies on the Board of Directors, other than
        vacancies created by the removal of a director or directors by the
        stockholders or by an increase in the number of directors, the
        remaining directors, although less than a quorum, may by a majority
        vote elect a successor or successors for the


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        unexpired term or terms.

Section 2. Meetings.

Meetings of the Board of Directors may be held either within or without the
State of Nevada. Meetings of the Board of Directors shall be held at those times
as are fixed from time to time by resolution of the Board. Special meetings may
be held at any time upon call of the Chairman of the Board, the Chief Executive
Officer, the President, or a Vice-President, or a majority of directors, upon
written or telegraphic notice deposited in the U.S. mail or delivered to the
telegraph company at least thirty days prior to the day of the meetings. A
meeting of the Board of Directors may be held without notice immediately
following the annual meeting of the stockholders. Notice need not be given of
regular meetings of the Board of Directors held at times fixed by resolution of
the Board of Directors nor need notice be given of adjourned meetings. Meetings
may be held at any time without notice if all the directors are present or if,
before the meeting, those not present waive such notice in writing. Notice of a
meeting of the Board of Directors need not state the purpose of, nor the
business to be transacted at, any meeting.

Section 3. Removal.

(a)     At any meeting of the stockholders, any director or directors may be
        removed from office, without assignment of any reason, by a majority
        vote of the shares or class of shares, as the case may be, which
        elected the director or directors to be removed, provided, however,
        that if less than all the directors are to be removed, no individual
        director shall be removed if the number of votes cast against her or
        his removal would be sufficient, if cumulatively voted at an election
        of the entire board, to elect one or more directors.

(b)     When any director or directors are removed, new directors may be
        elected at the same meeting of the stockholders for the unexpired term
        of the director or directors removed. If the stockholders fail to
        elect persons to fill the unexpired term or terms of the director or
        directors removed, these unexpired terms shall be considered vacancies
        on the board to be filled by the remaining directors.

Section 4. Indemnification.

(a)     The Corporation shall indemnify each of its directors, officers, and
        employees whether or not then in service as such (and his or her


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        executor, administrator and heirs), against all reasonable expenses
        actually and necessarily incurred by him or her in connection with the
        defense of any litigation to which the individual may have been made a
        party because he or she is or was a director, officer or employee of
        the Corporation. The individual shall have no right to reimbursement,
        however, in relation to matters as to which he or she has been
        adjudged liable to the Corporation for negligence or misconduct in the
        performance of his or her duties, or was derelict in the performance
        of his or her duty as director, officer or employee by reason of
        willful misconduct, bad faith, gross negligence or reckless disregard
        of the duties of his or her office or employment. The right to
        indemnity for expenses shall also apply to the expenses of suits which
        are compromised or settled if the court having jurisdiction of the
        matter shall approve such settlement.

(b)     The foregoing right of indemnification shall be in addition to, and not
        exclusive of, all other rights to that such director, officer or
        employee may be entitled.

Section 5. Compensation.

Directors, and members of any committee of the Board of Directors, shall be
entitled to any reasonable compensation for their services as directors and
members of any committee as shall be fixed from time to time by resolution of
the Board of Directors, and shall also be entitled to reimbursement for any
reasonable expense incurred in attending those meetings. The compensation of
directors may be on any basis as determined in the resolution of the Board of
Directors. Any director receiving compensation under these provisions shall not
be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.

Section 6. Committees.

(a)     The Board of  Directors, by a resolution or resolutions adopted by a
        majority of the members of the whole Board, may appoint an Executive
        Committee, an Audit Committee, and any other committees as it may deem
        appropriate. Each committee shall consist of at least three members of
        the Board of Directors. Each committee shall have and may exercise any
        and all powers as are conferred or authorized by the resolution
        appointing it. A majority of each committee may determine its action
        and may fix the time and place of its meetings, unless provided
        otherwise by the Board of Directors. The Board of Directors shall have
        the power at any time to fill vacancies in, to change the size of


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        membership of, and to discharge any committee.

(b)     Each committee shall keep a written record of its acts and proceedings
        and shall submit that record to the Board of Directors at each regular
        meeting and at any other times as requested by the Board of Directors.
        Failure to submit the record, or failure of the Board to approve any
        action indicated therein will not, however, invalidate the action to
        the extent it has been carried out by the Corporation prior to the
        time the record of such action was, or should have been, submitted to
        the Board of Directors as provided.

Section 7. Dividends.

Subject always to the provisions of law and the Articles of Incorporation, the
Board of Directors shall have full power to determine whether any, and, if so,
what part, of the funds legally available for the payment of dividends shall be
declared in dividends and paid to the stockholders of the Corporation. The Board
of Directors may fix a sum which may be set aside or reserved over and above the
paid-in capital of the Corporation for working capital or as a reserve for any
proper purpose, and from time to time may increase, diminish, and vary this fund
in the Board's absolute judgment and discretion.

                              ARTICLE IV. OFFICERS.

Section 1. Number.

The officers of the Corporation shall be a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice-Presidents, a Treasurer, a
Controller, a Secretary, and one or more Assistant Secretaries. In addition,
there may be such subordinate officers as the Board of Directors may deem
necessary. Any person may hold two, but no more than two, offices.

Section 2. Term of Office.

The principal officers shall be chosen annually by the Board of Directors at the
first meeting of the Board following the stockholders' annual meeting, or as
soon as is conveniently possible. Subordinate officers may be elected from time
to time. Each officer shall serve until his or her successor shall have been
chosen and qualified, or until his, death, resignation, or removal.

Section 3. Removal.


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Any officer may be removed from office with or without cause, at any time by the
affirmative vote of a majority of the Board of Directors then in office. Such
removal shall not prejudice the contract rights, if any, of the person so
removed.

Section 4. Vacancies.

Any vacancy in any office from any cause may be filled for the unexpired portion
of the term by the Board of Directors.

Section 5. Duties.

(a)     The Chairman of the Board shall preside at all meetings of the
        stockholders and the Board of Directors. Except where, by law, the
        signature of the President is required, the Chairman shall possess the
        same power as the President to sign all certificates, contracts, and
        other instruments of the Corporation which may be authorized by the
        Board of Directors.

(b)     The Chief Executive  Officer shall have general active  management of
        the business of the corporation, and in the absence of the Chairman of
        the Board, shall preside at all meetings of the shareholders and the
        Board of Directors; and shall see that all orders and resolutions of
        the Board of Directors are carried into effect.

(c)     The President, in the absence of the Chairman of the Board, and Chief
        Executive Officer shall preside at all meetings of the stockholders and
        the Board of Directors. She or he shall have general supervision of the
        affairs of the Corporation, shall sign or countersign all certificates,
        contracts, or other instruments of the Corporation as authorized by the
        Board of Directors, shall make reports to the Board of Directors and
        stockholders, and shall perform any and all other duties as are incident
        to her or his office or are properly required of him or her by the Board
        of Directors.

(d)     The Vice-Presidents, in the order designated by the Board of Directors,
        shall exercise the functions of the President during the absence or
        disability of the President. Each Vice-President shall have any other
        duties as are assigned from time to time by the Board of Directors.

(e)     The Secretary, the Treasurer, and the Controller shall perform those
        duties as are incident to their offices, or are properly required of
        them by the Board of Directors, or are assigned to them by the
        Articles of


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        Incorporation or these Bylaws. The Assistant Secretaries, in the order
        of their seniority, shall, in the absence of the Secretary, perform
        the duties and exercise the powers of the Secretary, and shall perform
        any other duties as may be assigned by the Board of Directors.

(f)     Other subordinate officers appointed by the Board of Directors shall
        exercise any powers and perform any duties as may be delegated to them
        by the resolutions appointing them, or by subsequent resolutions
        adopted from time to time.

(g)     In case of the absence or disability of any officer of the Corporation
        and of any person authorized to act in his or her place during such
        period of absence or disability, the Board of Directors may from time
        to time delegate the powers and duties of that officer to any other
        officer, or any director, or any other person whom it may select.

Section 6. Salaries.

The salaries of all officers of the Corporation shall be fixed by the Board of
Directors. No officer shall be ineligible to receive such salary by reason of
the fact that he is also a Director of the Corporation and receiving
compensation therefor.

                        ARTICLE V. CERTIFICATES OF STOCK.

Section 1. Form.

(a)     The interest of each stockholder of the Corporation shall be evidenced
        by certificates for shares of stock, certifying the number of shares
        represented thereby and in such form not inconsistent with the Articles
        of Incorporation as the Board of Directors may from time to time
        prescribe.

(b)     The certificates of stock shall be signed by the President or a
        Vice-President and by the Secretary or an Assistant Secretary or the
        Treasurer, and sealed with the seal of the corporation. This seal may
        be a facsimile, engraved or printed. Where any certificate is manually
        signed by a transfer agent or a transfer clerk and by a registrar, the
        signatures of the President, Vice-President, Secretary, Assistant
        Secretary, or Treasurer upon that certificate may be facsimiles,
        engraved or printed. In case any officer who has signed or whose
        facsimile signature has been placed upon any certificate shall have
        ceased to be


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        an officer before the certificate is issued, it may be issued by the
        corporation with the same effect as if that officer had not ceased to
        be so at the time of its issue.

Section 2. Subscriptions for Shares.

Unless the subscription agreement provides otherwise, subscriptions for shares,
regardless of the time when they are made, shall be paid in full at that time,
or in installments and at any periods, as shall be specified by the Board of
Directors. All calls for payments on subscriptions shall carry the same terms
with regard to all shares of the time class.

Section 3. Transfers.

(a)     Transfers of shares of the capital stock of the Corporation shall be
        made only on the books of the Corporation by the registered owner, or
        by his or her duly authorized attorney, with a transfer clerk or
        transfer agent appointed as provided in Section 5 of this Article of
        the Bylaws, and on surrender of the certificate or certificates for
        those shares properly endorsed with all taxes paid.

(b)     The person in whose name shares of stock stand on the books of the
        Corporation shall be deemed by the Corporation to be the owner thereof
        for all purposes. However, if any transfer of shares is made only for
        the purpose of furnishing collateral security, and that fact is made
        known to the Secretary of the Corporation, or to the Corporation's
        transfer clerk or transfer agent, the entry of the transfer may record
        that fact.

Section 4. Lost, Destroyed, or Stolen Certificates.

No certificate for shares of stock in the Corporation shall be issued in place
of any certificate alleged to have been lost, destroyed, or stolen except on
production of evidence, satisfactory to the Board of Directors, of that loss,
destruction or theft, and, if the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount (but not to exceed twice the
value of the shares represented by the certificate) and with such terms and
surety as the Board of Directors, if any, in its discretion, require.

Section 5. Transfer Agent and Registrar.

The Board of Directors may appoint one or more transfer agents or transfer
clerks and one or more registrars, and may require all certificates for shares
to


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bear the signature or signatures of any of them.

                         ARTICLE VI. CORPORATE ACTIONS.

Section 1. Deposits.

The Board of Directors shall select banks, trust companies, or other
depositories in which all funds of the Corporation not otherwise employed shall,
from time to time, be deposited to the credit of the Corporation.

Section 2. Voting Securities Held by the Corporation.

Unless otherwise ordered by the Board of Directors, the President shall have
full power and authority on behalf of the Corporation to attend, act, and vote
at any meeting of security holders of other corporations in which the
Corporation may hold securities. At that meeting the President shall possess and
may exercise any and all rights and powers incident to the ownership of those
securities which the corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.

                          ARTICLE VII. CORPORATE SEAL.

The corporate seal of the Corporation shall consist of two concentric circles,
between which shall be the name of the Corporation, and in the center of which
shall be inscribed the year of its incorporation and the words "Corporate Seal,
State of Nevada

                       ARTICLE VIII. AMENDMENT OF BYLAWS.

The Board of Directors shall have the power to amend, alter or repeal these
Bylaws, and to adopt new Bylaws, from time to time, by an affirmative vote of a
majority of the whole Board as then constituted, provided that notice of the
proposal to make, alter, amend, or repeal the Bylaws was included in the notice
of the directors' meeting at which such action takes place. At the next
stockholders' meeting following any action by the Board of Directors, the
stockholders, by a majority vote of those present and entitled to vote, shall
have the power to alter or repeal Bylaws newly adopted by the Board of
Directors, or to restore to their original status Bylaws which the Board may
have altered or repealed, and the notice of such stockholders' meeting shall
include notice that the stockholders will be called on to ratify the action
taken by the Board of Directors with regard to the Bylaws.


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        I hereby certify that the foregoing is a full, true and correct copy of
the Bylaws of E-NET FINANCIAL.COM CORPORATION, a corporation of the State of
Nevada, as in effect on the date hereof.

        WITNESS my hand and the seal of the corporation this 26th day of July,
2000.


                                                /s/ Scott A. Presta
                                                -----------------------------
                                                Scott A. Presta, Secretary of
                                                E-NET FINANCIAL.COM CORPORATION

(SEAL)


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