Exhibit 3.2
 
                         AMENDED AND RESTATED BY-LAWS OF
 
                                  FINDWHAT.COM
 
 
                                    ARTICLE I
 
                                  STOCKHOLDERS
 
         Section 1.01. ANNUAL MEETING. The annual meeting of the stockholders
shall be held at such date and time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly-executed waiver
of notice thereof. If the corporation shall fail to provide notice of the annual
meeting of the stockholders as set forth above, the annual meeting of the
stockholders of the corporation shall be held during the month of November or
December of each year as determined by the Board of Directors, 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. Special meetings of the stockholders
may be called by the President or the Board of Directors and shall be called by
the President at the written request of the holders of not less than 51% of the
issued and outstanding shares of capital stock of the corporation.
 
         All business lawfully to be transacted by the stockholders may be
transacted at any special meeting at any adjournment thereof. However, no
business shall be acted upon at a special meeting, except that referred to in
the notice calling the meeting, unless all of the outstanding capital stock of
the corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful 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 principal office in the State of Nevada or such
other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the stockholders entitled to vote may
designate any place for the holding of such meeting.
 
         Section 1.04.  NOTICE OF MEETINGS.
 
         (a) The Secretary shall sign and deliver to all stockholders of record
written or printed notice of any meeting at least ten (10) days, but not more
than sixty (60) days, before the date of such meeting; which notice shall state
the place, date and time of the meeting, the general
 
 
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nature of the business to be transacted, and, in the case of any meeting at
which directors are to be elected, the names of nominees, if any, to be
presented for election.
 
         (b) In the case of any meeting, any proper business may be presented
for action, except that the following items shall be valid only if the general
nature of the proposal is stated in the notice or written waiver of notice:
 
             (1) Action with respect to any contract or transaction between the
corporation and one or more of its directors or another firm, association, or
corporation in which one or more of its directors has a material financial
interest;
 
             (2) Adoption of amendments to the Articles of Incorporation; or
 
             (3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution of the
corporation.
 
         (c) The notice shall be personally delivered or mailed by first class
mail to each stockholder of record at the last known address thereof, as the
same appears on the books of the corporation, and the giving of such notice
shall be deemed delivered the date the same is deposited in the United States
mail, postage prepaid. If the address of any stockholder does not appear upon
the books of the corporation, it will be sufficient to address any notice to
such stockholder at the principal office of the corporation.
 
         (d) The written certificate of the person calling any meeting, duly
sworn, setting forth the substance of the notice, the time and place the notice
was mailed or personally delivered to the several stockholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the
manner and fact of giving such notice.
 
         Section 1.05. WAIVER OF NOTICE. If all of the stockholders of the
corporation shall waive notice of a meeting, no notice shall be required, and,
whenever all of the stockholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.
 
         Section 1.06.  DETERMINATION OF STOCKHOLDERS OF RECORD.
 
         (a) The Board of Directors may at any time fix a future date as a
record date for the determination of the stockholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall not be more
than sixty (60) days prior to the date of such meeting nor more than sixty (60)
days prior to any other action. When a record date is so fixed, only
stockholders of record on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution or allotment of rights, or to
exercise their rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date.
 
 
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         (b) If no record date is fixed by the Board of Directors, then (1) the
record date for determining stockholders entitled to notice of or 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 day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which written consent is
given; and (3) the record date for determining stockholders 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, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
 
         Section 1.07.  QUORUM: ADJOURNED MEETINGS.
 
         (a) At any meeting of the stockholders, a majority of the issued and
outstanding shares of the corporation represented in person or by proxy, shall
constitute a quorum.
 
         (b) If less than a majority of the issued and outstanding shares are
represented, a majority of shares so represented may adjourn from time to time
at the meeting, until holders of the amount of stock required to constitute a
quorum shall be in attendance. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted as originally called. When a stockholders' meeting 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 the meeting at which the adjournment is
taken, unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.
 
         Section 1.08. VOTING.
 
         (a) Each stockholder of record, such stockholder's duly authorized
proxy or attorney-in-fact shall be entitled to one (1) vote for each share of
stock standing registered in such stockholder's name on the books of the
corporation 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 (included
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased stockholder, 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 notice and proof of such appointment.
 
         (c) With respect to shares standing in the name of a corporation on the
record date, votes may be cast by such officer or agents as the by-laws of such
corporation prescribe or, in the
 
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absence of an applicable by-law provision, by such person as may be appointed by
resolution of the Board of Directors of such corporation. In the event no person
is so appointed, such votes of the corporation may be cast by any person
(including the officer making the authorization) authorized to do so by the
Chairman of the Board of Directors, President or any Vice President of such
corporation.
 
         (d) Notwithstanding anything to the contrary herein contained, no votes
may be cast by 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) 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 respect in the same shares, votes may be
cast in the following manner:
 
             (1) If only one such person votes, the votes of such person binds
all.
 
             (2) If more than one person casts votes, the act of the majority so
voting binds all.
 
             (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.
 
         (f) 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.
 
         (g) If a quorum is present, the affirmative vote of holders of a
majority of the shares represented at the meeting and entitled to vote on any
matter shall be the act of the stockholders, unless a vote of greater number or
voting by classes is required by the laws of the State of Nevada, the Articles
of Incorporation and these By-Laws.
 
         Section 1.09. PROXIES. At any meeting of stockholders, any holder of
shares entitled to vote may authorize another person or persons to vote by proxy
with respect to the shares held by an instrument in writing and subscribed to by
the holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof, unless 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 execution. Every
proxy shall
 
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continue in full force and effect until its expiration or revocation. Revocation
may be effected by filing an instrument revoking the same or a duly-executed
proxy bearing a later date with the Secretary of the corporation.
 
         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;
 
             (2) Reading and approval of the minutes of the previous meeting or
meetings;
 
             (3) Reports of the Board of Directors, the President, treasurer and
Secretary of the corporation, in the order named;
 
             (4) Reports of committee;
 
             (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 present, either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present 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
and/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 included in the notice if such objection is
expressly made at the beginning. 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, except as otherwise provided in Section 1.04(b)
of these By-Laws.
 
         Section 1.12. ACTION WITHOUT MEETING. Any action which may be taken by
the vote of the stockholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled to vote or such
greater proportion as may be required by the laws
 
<PAGE>
 
of the State of Nevada, the Articles of Incorporation, or these By-Laws.
Whenever action is taken by written consent, a meeting of stockholders needs not
be called or noticed.
 
                                   ARTICLE II
 
                                    DIRECTORS
 
         Section 2.01. NUMBER, TENURE AND QUALIFICATION. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least one (1) but no more than eleven (11) persons, who shall be elected at the
annual meeting of the stockholders of the corporation and who shall hold office
for one (1) year or until their successors are elected and qualify.
 
         Section 2.02. RESIGNATION. Any director may resign effective upon
giving written notice to the chairman of the Board of Directors, the President,
or the Secretary of the corporation, unless the notice specifies a later time
for effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board or
the stockholders may elect a successor to take office when the resignation
becomes effective.
 
         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.  REMOVAL.
 
         (a) The Board of Directors or the stockholders of the corporation, by a
majority vote, may declare vacant the office of a director who has been declared
incompetent by an order of a court of competent jurisdiction or convicted of a
felony.
 
         Section 2.05. VACANCIES.
 
         (a) A vacancy in the Board of Directors because of death, resignation,
removal, change in number of directors, or otherwise may be filled by the
stockholders at any regular or special meeting or any adjourned meeting thereof
or the remaining director(s) by the affirmative vote of a majority thereof. A
Board of Directors consisting of less than the maximum number authorized in
Section 2.01 of ARTICLE II constitutes vacancies on the Board of Directors for
purposes of this paragraph and may be filled as set forth above including by the
election of a majority of the remaining directors. Each successor so elected
shall hold office until the next annual meeting of stockholders or until a
successor shall have been duly-elected and qualified.
 
         (b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of stockholders to be held to
elect the entire Board of Directors. The term of office of any director shall
terminate upon such election of a successor.
 
<PAGE>
 
         Section 2.06. REGULAR MEETINGS. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders, the Board
of Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date and hour for
holding additional regular meetings.
 
         Section 2.07. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman upon
the request of any two (2) directors or the President of the corporation.
 
         Section 2.08. PLACE OF MEETINGS. Any meeting of the directors of the
corporation may be held at its principal 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 or notice signed by the directors may designate any place
for the holding of such meeting.
 
         Section 2.09. NOTICE OF MEETINGS. Except as otherwise provided in
section 2.06, the chairman shall deliver to all directors written or printed
notice of any special meeting, at least three (3) days before the date of such
meeting, by delivery of such notice personally or mailing such notice first
class mail, or by telegram. 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 shall constitute a waiver of notice of
such meeting, unless such attendance is for the express purpose of objecting to
the transaction of business threat because the meeting is not properly called or
convened.
 
         Section 2.10. QUORUM: ADJOURNED MEETINGS.
 
         (a) A majority of the Board of Directors in office shall constitute a
quorum.
 
         (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 2.11. ACTION WITHOUT MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all of
the members of the Board of Directors or of such committee. Such written consent
or consents shall be filed with the minutes of the proceedings of the Board of
Directors or committee. Such action by written consent shall have the same force
and effect as the unanimous vote of the Board of Directors or committee.
 
         Section 2.12. TELEPHONIC MEETINGS. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar communications
equipment so long as all
 
<PAGE>
 
members participating in such meeting can hear one another at the time of such
meeting. Participation in such a meeting constitutes presence in person at such
meeting.
 
         Section 2.13. BOARD DECISIONS. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
 
         Section 2.14. POWERS AND DUTIES.
 
         (a) Except as otherwise provided in the Articles of Incorporation or
the laws of the State of Nevada, the Board of Directors is invested with the
complete and unrestrained authority to manage the affairs of the corporation,
and is authorized to exercise for such purpose as the general agent of the
corporation, its entire corporate authority in such manner as it sees fit. The
Board of Directors may delegate any of its authority to manage, control or
conduct the current 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 with such powers, including the power to sub-delegate, and upon
such terms as may be deemed fit.
 
         (b) The Board of Directors shall present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the stockholders with a true copy thereof.
 
         (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. The contract or act shall be
valid and binding upon the corporation and upon all the stockholders thereof, if
approved and ratified by the affirmative vote of a majority of the stockholders
at such meeting.
 
         (d) In furtherance and not in limitation of the powers conferred by the
laws of the State of Nevada, the Board of Directors is expressly authorized and
empowered to issue stock of the Corporation for money, property, services
rendered, labor performed, cash advanced, acquisitions for other corporations or
for any other assets of value in accordance with the action of the Board of
Directors without vote or consent of the stockholders and the judgment of the
Board of Directors as to the value received and in return therefore shall be
conclusive and said stock, when issued, shall be fully-paid and non-assessable.
 
         Section 2.15. COMPENSATION. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board, but shall
not receive any compensation for their services as directors until such time as
the corporation is able to declare and pay dividends on its capital stock.
 
         Section 2.16. BOARD OFFICERS.
 
<PAGE>
 
         (a) At its annual meeting, the Board of Directors shall elect, from
among its members, a chairman to preside at the meetings of the Board of
Directors. The Board of Directors may also elect such other board officers and
for such term as it may, from time to time, determine advisable.
 
         (b) Any vacancy in any board 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 2.17. 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;
 
             (5) Unfinished business;
 
             (6) New business;
 
             (7) Adjournment.
 
                                   ARTICLE III
 
                                    OFFICERS
 
         Section 3.01. ELECTION. The Board of Directors, at its first meeting
following the annual meeting of stockholders, shall elect a President, a
Secretary, a Chief Financial Officer and a Treasurer to hold office for one (1)
year next coming and until their successors are elected and qualify. Any person
may hold two or more offices. The Board of Directors may, from time to time, by
resolution, appoint one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and transfer agents of the corporation as it may deem
advisable; 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 whenever, in its
judgment, the best interest of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to which
the resigning officer is a party.
 
<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. The President shall be the general manager and
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 especially
entrusted to some other officer of the corporation. The President shall preside
at all meetings of the stockholders and shall sign the certificates of stock
issued by the corporation, and shall perform such other duties as shall be
prescribed by the Board of Directors.
 
         Unless otherwise ordered by the Board of Directors, the President shall
have full power and authority on behalf 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 represent the corporation
for these purposes.
 
         Section 3.05. VICE PRESIDENT. 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,
including the signing of the certificates of stock issued by the corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.
 
         Section 3.06. SECRETARY. The Secretary shall keep the minutes of all
meetings 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 authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge 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. All corporate books kept by the Secretary shall be open
for examination by any director at any reasonable time.
 
         Section 3.07. ASSISTANT SECRETARY. The Board of Directors may appoint
an Assistant Secretary who shall have such powers and perform such duties as may
be prescribed for him by the Secretary of the corporation or by the Board of
Directors.
 
         Section 3.08. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
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 Chief
Financial Officer shall endorse on behalf of the corporation for collection
checks, notes and other obligations, and shall deposit all monies to the credit
of the
 
<PAGE>
 
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 Chief
Financial Officer shall 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 By-laws or by the
Board of Directors to be signed by the treasurer. The Chief Financial Officer
shall enter regularly in the books 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 Chief Financial
Officer shall at all reasonable times exhibit the books of account to any
directors of the corporation and shall perform all acts incident to the position
of Chief Financial Officer subject to the control of the Board of Directors. The
Chief Financial Officer shall, if required by the Board of Directors, give a
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 the
Chief Financial Officer and for restoration to the corporation in the event of
the Chief Financial Officer's death, resignation, retirement, or removal from
office, of all books, records, papers, vouchers, money and other property
belonging to the corporation. The expense of such bond shall be borne by the
corporation.
 
         Section 3.09. TREASURER. The Board of Directors shall appoint a
Treasurer who shall have such powers and perform such duties as may be
prescribed by the Chief Financial Officer of the corporation or by the Board of
Directors, and the Board of Directors may require the 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 Treasurer, and for the 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 belonging to the corporation. The expense of such bond shall be borne
by the corporation.
 
         Section 3.10. ASSISTANT TREASURER. The Board of Directors may appoint
an Assistant Treasurer who shall have such powers and perform such duties as may
be prescribed for him by the Chief Financial Officer of the corporation or by
the Board of Directors.
 
                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
         Section 4.01. ISSUANCE. Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such conditions 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 signed by the President or the Vice President and also by the
Secretary or an Assistant Secretary. Each certificate shall contain the name of
 
<PAGE>
 
the record holder, the number, designation, if any, class or series of shares
represented, a statement of summary of any applicable rights, preferences,
privileges, or restrictions thereon, and a statement that the shares are
assessable, if applicable. All certificates shall be consecutively numbered. The
name and address of the stockholder, the number of shares, and the date of issue
shall be entered on the stock transfer books of the corporation.
 
         Section 4.03. SURRENDER: LOST OR DESTROYED CERTIFICATES. All
certificates surrendered to the corporation, except those representing shares of
treasury stock, shall be canceled and no new certificates 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 his, her or its affidavit of the facts surrounding the
loss, theft, destruction or mutilation and an indemnity bond in an amount and
upon such terms as the treasurer, or the Board of Directors, shall require. In
no case shall the bond be in amount less than twice the current market value of
the stock and it shall 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, including, without limitation, the merger or
consolidation 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
dividends or exercise any other rights of stockholders until the holder has
complied with the order provided that such 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 by the
certificate 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 on the books of the
corporation.
 
         Section 4.06. TRANSFER AGENT. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all certificates
for shares of stock to bear the signature of such transfer agent and such
registrar of transfer.
 
         Section 4.07. STOCK TRANSFER BOOKS. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the stockholders
and shall be closed for the payment of dividends as provided in Article V hereof
and during such periods as, from time to
 
 
<PAGE>
 
time, may be fixed by the Board of Directors, and, during such periods, no stock
shall be transferable.
 
         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 capital stock of the corporation.
 
 
 
<PAGE>
 
 
                                    ARTICLE V
 
                                    DIVIDENDS
 
         Section 5.01. Dividends 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 of these By-laws,
prior to the dividend payment for the purpose of determining stockholders
entitled to receive payment of any dividend. The Board of Directors may close
the stock transfer books for such purpose for a period of not more than ten (10)
days prior to the payment date of such dividend.
 
                                   ARTICLE VI
 
              OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
 
         Section 6.01. PRINCIPAL OFFICE. The principal office of the corporation
in the State of Nevada shall be located at the office of the corporation's
resident agent, and the corporation may have an office in any other state or
territory as the Board of Directors may designate.
 
         Section 6.02. RECORDS. A duplicate of the stock transfer books and a
certified copy of the By-laws, Articles of Incorporation, any amendments
thereto, and the minutes of the proceedings of the stockholders, the Board of
Directors, and committees of the Board of Directors shall be kept at the
principal office of the corporation for the inspection of all who have the right
to see the same and for the transfer of stock. All other books of the
corporation shall be kept at such places as may be prescribed by the Board of
Directors.
 
         Section 6.03. FINANCIAL REPORT ON REQUEST. Any stockholder or
stockholders holding at least five percent (5%) of the outstanding shares of any
class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such period.
In addition, if no annual report for the last fiscal year has been sent to
stockholders, such stockholder or stockholders may make a request for a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The statement shall be
delivered or mailed to the person making the request within thirty (30) days
thereafter. A copy of the statements shall be kept on file in the principal
office of the corporation for twelve (12) months, and such copies shall be
exhibited at all reasonable times to any stockholder demanding an examination of
them or a copy shall be mailed to each stockholder. Upon request by any
stockholder, there shall be mailed to the stockholder a copy of the last annual,
semiannual or quarterly income statement which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this
Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the
 
<PAGE>
 
corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records
of the corporation.
 
         Section 6.04. RIGHT OF INSPECTION.
 
         (a) The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and committees of the Board of Directors
shall be open to inspection upon the written demand of any stockholder or holder
of a voting trust certificate at any reasonable time during usual business hours
for a purpose reasonably related to such holder's interest as a stockholder or
as the holder of such voting trust certificate. This right of inspection shall
extend to the records of the subsidiaries, if any, of the corporation. Such
inspection may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
 
         (b) Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.
 
         Section 6.05. 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 6.06. FISCAL YEAR. The fiscal year-end of the corporation shall
be the calendar year or such other term as may be fixed by resolution of the
Board of Directors.
 
         Section 6.07. RESERVES. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the 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.
 
                                   ARTICLE VII
 
                                 INDEMNIFICATION
 
         Section 7.01. INDEMNIFICATION. The corporation shall, unless prohibited
by Nevada Law, indemnify any person (an "Indemnitee") who is or was involved in
any manner (including, without limitation, as a party or a witness) or is
threatened to be so involved in any threatened, pending or completed action suit
or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, including without limitation, any action, suit or proceeding
brought by or in the right of the corporation to procure a judgment in its favor
(collectively, a "Proceeding") by reason of the fact that he is or was a
director, officer, employee or agent of the
 
<PAGE>
 
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, employee benefit plan or other entity or enterprise, against all
Expenses and Liabilities actually and reasonably incurred by him in connection
with such Proceeding. The right to indemnification conferred in this Article
shall be presumed to have been relied upon by the directors, officers, employees
and agents of the corporation and shall be enforceable as a contract right and
inure to the benefit of heirs, executors and administrators of such individuals.
 
         Section 7.02. INDEMNIFICATION CONTRACTS. The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and perform
agreements or other arrangements to provide any Indemnitee with specific rights
of indemnification in addition to the rights provided hereunder to the fullest
extent permitted by Nevada Law. Such agreements or arrangements may provide (i)
that the Expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding, must be paid by the corporation as they are
incurred and in advance of the final disposition of any such action, suit or
proceeding provided that, if required by Nevada Law at the time of such advance,
the officer or director provides an undertaking to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such individual
is not entitled to be indemnified against such expenses, (iii) that the
Indemnitee shall be presumed to be entitled to indemnification under this
Article or such agreement or arrangement and the corporation shall have the
burden of proof to overcome that presumption, (iii) for procedures to be
followed by the corporation and the Indemnitee in making any determination of
entitlement to indemnification or for appeals therefrom and (iv) for insurance
or such other Financial Arrangements described in Paragraph 7.02 of this
Article, all as may be deemed appropriate by the Board of Directors at the time
of execution of such agreement or arrangement.
 
         Section 7.03. INSURANCE AND FINANCIAL ARRANGEMENTS. The corporation
may, unless prohibited by Nevada Law, purchase and maintain insurance or make
other financial arrangements ("Financial Arrangements") on behalf of any
Indemnitee for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses. Such other
Financial Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest or
other lien on any assets of the corporation, or (iv) the establishment of a
letter of credit, guaranty or surety.
 
         Section 7.04. DEFINITIONS. For purposes of this Article:
 
         EXPENSES. The word "Expenses" shall be broadly construed and, without
limitation, means (i) all direct and indirect costs incurred, paid or accrued,
(ii) all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses, (iii) all
other disbursements and out-of-pocket expenses, (iv) amounts paid in settlement,
to the extent permitted by Nevada Law, and (v) reasonable compensation for time
spent by the Indemnitee for which he is
 
<PAGE>
 
otherwise not compensated by the corporation or any third party, actually and
reasonably incurred in connection with either the appearance at or
investigation, defense, settlement or appeal of a Proceeding or establishing or
enforcing a right to indemnification under any agreement or arrangement, this
Article, the Nevada Law or otherwise; provided, however, that "Expenses" shall
not include any judgments or fines or excise taxes or penalties imposed under
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or
other excise taxes or penalties.
 
         LIABILITIES. "Liabilities" means liabilities of any type whatsoever,
including, but not limited to, judgments or fines, ERISA or other excise taxes
and penalties, and amounts paid in settlement.
 
         NEVADA LAW. "Nevada Law" means Chapter 78 of the Nevada Revised
Statutes as amended and in effect from time to time or any successor or other
statutes of Nevada having similar import and effect.
 
         THIS ARTICLE. "This Article" means Paragraphs 7.01 through 7.04 of
these bylaws or any portion of them.
 
         POWER OF STOCKHOLDERS. Paragraphs 7.01 through 7.04, including this
Paragraph, of these Bylaws may be amended by the stockholders only by vote of
the holders of sixty-six and two-thirds percent (66 2/3%) of the entire number
of shares of each class, voting separately, of the outstanding capital stock of
the corporation (even though the right of any class to vote is otherwise
restricted or denied); provided, however, no amendment or repeal of this Article
shall adversely affect any right of any Indemnitee existing at the time such
amendment or repeal becomes effective.
 
         POWER OF DIRECTORS. Paragraphs 7.01 through 7.04 and this Paragraph of
these Bylaws may be amended or repealed by the Board of Directors only by vote
of eighty percent (80%) of the total number of Directors and the holders of
sixty-six and two-thirds percent (66 2/3) of the entire number of shares of each
class, voting separately, of the outstanding capital stock of the corporation
(even though the right of any class to vote is otherwise restricted or denied);
provided, however, no amendment or repeal of this Article shall adversely affect
any right of any Indemnitee existing at the time such amendment or repeal
becomes effective.
 
                                  ARTICLE VIII
 
                                     BY-LAWS
 
         Section 8.1. AMENDMENT. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors by a vote of
not less than all of the entire Board, or may be made by a vote of, or a consent
in writing signed by the holders of a majority of the issued and outstanding
capital stock.
 
<PAGE>
 
         Section 8.2. ADDITIONAL BY-LAWS. Additional by-laws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board of
Directors at which a quorum is present by an affirmative vote of a majority of
the directors present or by the unanimous consent of the Board of Directors in
accordance with Section 2.11 of these By-laws