BONNEVILLE PACIFIC CORP
8-K, 1998-11-04
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                    ----------------------------------------
                                November 2, 1998
                  Date Report (Date of earliest event reported)


                         BONNEVILLE PACIFIC CORPORATION
               (Exact name of registrant as specified in charter)

          Delaware                    0-14846                 87-0363215   
        -----------                  ---------               ------------
      (State or other               (Commission             (IRA Employer
      jurisdiction of               File Number)            Identification No.)
      incorporation)


                          50 West 300 South, Suite 300,
                           Salt Lake City, Utah 84101
                    (Address of principal executive offices)


                                (801) 363-2520
               Registrant's telephone number including area code



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THIS FORM 8-K IS FILED TO ANNOUNCE THE EFFECTIVE  DATE OF THE TRUSTEE'S  AMENDED
CHAPTER 11 PLAN (THE "PLAN") FOR THE ESTATE OF  BONNEVILLE  PACIFIC  CORPORATION
(THE "COMPANY")  DATED APRIL 22, 1998 AND RELATED  MATTERS.  AS OF THE EFFECTIVE
DATE OF THE PLAN, MONDAY,  NOVEMBER 2, 1998, THE COMPANY EMERGED FROM BANKRUPTCY
SUBJECT TO THE COMPLETION OF THOSE ACTIONS REQUIRED BY THE PLAN.


Item 1.  Changes in Control of Registrant

      On November 2, 1998, the Company emerged from  bankruptcy  (subject to the
completion of those actions  required by the Plan) as its confirmed  Plan became
Effective.  On the  Effective  Date  of  the  Plan,  the  Company's  Chapter  11
Bankruptcy  Trustee (Roger G. Segal),  to the extent  consistent  with the Plan,
turned  control of the Company  over to a new Board of  Directors.  Prior to the
confirmation  of the Plan,  the Trustee filed with the United States  Bankruptcy
Court for the  District  of Utah  ("Bankruptcy  Court") a  pleading  entitled  "
Trustee's  Designation  of Members of the Board of Directors of the  Reorganized
Debtor",  as subsequently  modified,  which  designated,  in accordance with the
Plan, those persons who would become members of the Company's Board of Directors
on the Effective  Date of the Plan. On November 2, 1998,  the following  persons
became directors of the Company:

     James W. Bernard  (Chairman of the Board).  Mr.  Bernard was  President and
Chief Executive Officer of Univar Corporation (a chemical  distribution company)
from 1986 to 1995, when he retired. He is currently a director of VWR/Scientific
Products,  Hatch & Kirk,  and The  Nature  Conservancy  of  Idaho.  He is also a
Trustee of the University of Oregon Foundation.

     Ralph F. Cox. Mr. Cox has been  involved in the  petroleum  industry  since
1953. He is currently a management  consultant  working  primarily  with clients
engaged  in the  petroleum  industry.  From  1989  to  1994,  he was  the CEO of
Greenhill  Petroleum  Corporation.  From 1985 to 1989 he was  President of Union
Pacific Resources, a subsidiary of Union Pacific Corporation. From 1953 to 1985,
he  worked  for  Atlantic  Richfield  Corporation  (ARCO)  where  he rose to the
position of Vice Chairman and Chief  Operating  Officer.  Mr. Cox is currently a
director of Waste Management,  Inc., Rio Grande, Inc. and Daniel Industries.  He
also serves as an Independent Trustee for The Fidelity Group of funds.

     Michael R. Devitt.  Mr. Devitt has been a practicing  attorney  since 1984.
From 1985 to the present, he has practiced at the firm of Beus, Gilbert & Devitt
where he is primarily involved in complex litigation. He is currently an Adjunct
Professor at Georgetown University Law Center,  Graduate Law Program. Mr. Devitt
has served as an instructor  and lecturer at various  seminars and courses.  Mr.
Devitt earned a Certified Public Accountant Certificate in 1980.

     Harold E. Dittmer.  Mr.  Dittmer has been the President and CEO of Wellhead
Electric Company (a power generation  project  developer and owner) for the past
15 years. He is also the

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President  and CEO of  Wellco  Services  (a power  plant and  energy  facilities
operations and  maintenance  company) and Power  Exchange  Corporation ( a power
marketing company).

     Michael D. Fowler.  Mr. Fowler is the Vice  President  and Chief  Financial
Officer of Howa  Construction,  Inc. He was  formerly an officer and director of
Grand Valley Gas Company and Plexus Resources  Corporation.  He was formerly the
Executive Vice President, Chief Financial Officer of First Interstate Bank, Salt
Lake City, Utah. From 1976 to 1984, he worked for Northwest Energy Company where
he rose to the position of Treasurer.

     Harold   H.   Robinson,    III.   Mr.   Robinson   has   been   a   Venture
Capitalist/Management  Consultant  since 1991. From 1983 to 1991 he was employed
by  California  Energy  Company,  Inc.  where he served as  President  and Chief
Operating  Officer.  Mr.  Robinson  previously  practiced law. He is a member of
several  Advisory Boards  including the Advisory Boards of Plantagenent  and ZAP
Power Systems.

     Steven  H.  Stepanek.  Mr.  Stepanek  has been  employed  by the  Company's
subsidiary,  Bonneville Fuels Corporation, since 1989. He has been the President
of  Bonneville  Fuels  Corporation  since 1994.  He was  previously  employed by
Minnegasco and Mountain Fuel Supply  Corporation.  Mr.  Stepanek is a Registered
Professional Engineer.

      On November 2, 1998,  the new Board of Directors  appointed  the following
persons as officers of the Company:

                    Chairman of the Board - James W. Bernard
                           President - Clark M. Mower
                         Secretary - Steven H. Stepanek
                        Treasurer - R. Stephen Blackham


      Except for Chairman James W. Bernard,  each of these officers were, at the
time of their  appointment,  employees of the Company or of a subsidiary  of the
Company.

      The voting  control of the Company is now vested in those persons who were
previously  creditors of the Company who, pursuant to the Plan, were issued Plan
Common Stock in payment and satisfaction of their creditor claims. Such persons,
as a group,  now own, or will upon completion of the distribution of Plan Common
Stock own,  approximately  60% of the shares of the  Company's  common stock now
issued and outstanding.


Item 3.  Bankruptcy or Receivership

Summary of Bankruptcy Proceeding

      The Company has been in a Chapter 11 bankruptcy  proceeding since December
5, 1991.  The Trustee was  appointed  on June 12, 1992.  On April 22, 1998,  the
Trustee filed with the Bankruptcy  Court,  his original  Chapter 11 Plan for the
Company and its related  disclosure  statement.  On June 19,  1998,  the Trustee
filed the Plan and the related amended disclosure statement with the

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<PAGE>



Bankruptcy  Court.  On July 1, 1998, the amended  disclosure  statement was
approved by the Bankruptcy Court (order entered on July 2, 1998) and thereafter,
copies of the Plan and the related amended disclosure statement were distributed
to  creditors,  shareholders  and others.  On August 26,  1998,  a  confirmation
hearing on the Plan was held and the Plan was confirmed by the Bankruptcy Court.
On August 27, 1998, the Bankruptcy  Court entered the Order Confirming the Plan.
On October 30, 1998, the Trustee  notified the Bankruptcy  Court that all of the
conditions  to the  Plan  becoming  effective  had been  satisfied  and that the
Effective Date of the Plan would be November 2, 1998.

     On November 2, 1998, the Plan became effective and the Company emerged from
bankruptcy,  subject to the completion of the actions  required by the Plan, and
to the extent  consistent  with the Plan, the Trustee turned over control of the
Company to the new Board of Directors.


Item 4. Changes in Registrant's Certifying Accountant

      In  reliance  upon a No Action  Letter  dated  April 9, 1992 issued by the
Securities and Exchange Commission ("SEC") and pursuant to the SEC's Staff Legal
Bulletin  No.  2,  the  Company  did  not  file or have  audited  its  financial
statements for the fiscal years ended December 31, 1992,  1993, 1994, 1995, 1996
and  1997.  During  this  period,  no firm  acted  as the  Company's  certifying
accountant.  Prior the Effective Date of the Plan, the Trustee designated,  with
Bankruptcy Court approval,  the accounting firm of Hein + Associates,  LLP to be
the Company's certifying  accountant to audit the Company's financial statements
for the fiscal years ended  December 31, 1996 and 1997 and to prepare an audited
balance sheet in accordance  with SEC Staff Legal Bulletin No. 2. On November 2,
1998, the new Board of Directors of the Company ratified Hein + Associates,  LLP
as the Company's certifying accountant.


Item 5.  Other Events

Reverse Split

      The Plan  specifically  provided  for the reverse  split of the  Company's
common  stock on a 1- for-4  basis.  The  reverse  split  was  effective  at the
beginning of business on Tuesday,  November 3, 1998. Fractional shares resulting
from the  reverse  split  which  are  related  to shares  owned by the  existing
shareholders  of the  Company  will be  rounded  up to the  next  whole  number.
Fractional shares resulting from the reverse split which are related to the Plan
Common  Stock  issued  to  creditors  pursuant  to the Plan  will be dealt  with
pursuant to the terms of Plan.

      As a result of the reverse split,  the Company obtained a new CUSIP number
for its common stock. The new CUSIP number is 098904 20 4, and such CUSIP number
will be effective for transactions occurring from and after November 3, 1998.

                                      4

<PAGE>



Outstanding Share Information

      As a result  of,  among  other  things,  the  issuance  of  shares  of the
Company's common stock pursuant to the Plan, the  cancellation,  pursuant to the
Plan,  of certain  shares  held by the  Trustee,  and the  effectiveness  of the
reverse  stock split,  it is estimated  that there are  approximately  7,240,000
shares of the Company's  common stock currently  issued and  outstanding.  It is
anticipated  that the exact number of shares  issued and  outstanding  will vary
slightly  from  this  number  as a result  of,  among  other  things,  the final
resolution of certain disputed claims against the Company's  bankruptcy  estate,
the  rounding for  fractional  shares  caused by the reverse  split and the cash
payment by the Trustee to creditors with small claims in lieu of the issuance of
shares pursuant to provisions of the Plan.

      Immediately prior to the Effective Date of the Plan, there were 21,163,067
shares of the  Company's  common stock issued and  outstanding.  Of this amount,
9,476,344  shares were held by the Trustee and the remaining  11,686,723  shares
are owned by public shareholders.  The shares held by the Trustee were recovered
from  former  principals  of the  Company and others  through  Bankruptcy  Court
approved settlements. Pursuant to the Plan, on the Effective Date, the 9,476,344
shares held by the Trustee were  canceled.  On the  Effective  Date,  or shortly
thereafter,  approximately  17,280,000 shares of the Company's common stock were
issued to  creditors  pursuant to the Plan.  On  November  3, 1998,  the Company
effected a 1-for- 4 reverse  stock split  thereby  reducing  the total number of
shares of common stock issued and outstanding to approximately 7,240,000.

     The  estimated  17,280,000  pre-reverse  split  shares  issued to creditors
pursuant to the Plan were valued by the Bankruptcy Court at $2.36 per share on a
pre-reverse split basis.

Trading Market

      The Company's  common stock is currently  traded on a limited basis in the
over-the-counter  market and is quoted in the National  Quotation Bureau's "Pink
Sheets"  under the  symbol  "BPCO".  An  application  has been filed to have the
Company's common stock quoted on the NASD's Electronic Bulletin Board. Officials
at the NASD's  Electronic  Bulletin  Board have  informed  the Company  that the
Company must file  financial  statements for the fiscal years ended December 31,
1996 and 1997 in order  for its  common  stock to be  quoted  on the  Electronic
Bulletin  Board.  The Company's  certifying  accountant is currently  working to
finalize its audit of the Company's  fiscal 1996 and 1997 financial  statements.
As soon as such audited financial statements for the Company are completed, they
will be submitted to the NASD Electronic Bulletin Board.

      The Company believes that it meets all or substantially all of the initial
listing  requirements  for inclusion on either the NASDAQ National Market System
or the NASDAQ  Small Cap Market.  As soon as  practical,  the Company  will make
application  for a listing on either the NASDAQ  National  Market  System or the
NASDAQ  Small  Cap  Market.  Even  if the  Company  meets  the  initial  listing
requirements for a listing on one of the NASDAQ markets,  the decision to list a
company is solely within the  discretion of NASDAQ and there can be no assurance
that the Company's common

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stock will be accepted for listing on either the NASDAQ  National  Market System
or the NASDAQ Small Cap Market in the near future or ever.

Business Operations

      The  operations  of the Company and its  subsidiaries  are  summarized  as
follows:

Bonneville Fuels, Corp.

      Bonneville  Fuels,  Corp.  ("Fuels") is a wholly owned  subsidiary  of the
Company engaged,  primarily,  in natural gas and oil production and sales in the
Western United States. During the period since the Company's  bankruptcy,  Fuels
has  dedicated  its cash flow to reducing  its debt and more  recently  has been
actively acquiring and developing additional oil and gas properties. Based on an
independent report prepared by the Ryder Scott Company,  as of December 31, 1997
Fuels' total proved oil and gas reserves had a present  value,  using SEC (PV10)
pricing,  of  approximately  $19.6 million.  Because the value of Fuels' oil and
natural gas reserves is primarily dependent on the price of each commodity, such
reserve value constantly  fluctuates as the prices of these commodities rise and
fall.

Bonneville Nevada Corporation

      Bonneville Nevada  Corporation,  a Utah corporation  ("BNC"),  is a wholly
owned subsidiary of the Company.  BNC owns a 50% partnership  interest in Nevada
Cogeneration  Associates  #1 ("NCA #1").  NCA # 1 is the owner of an 85 megawatt
natural gas fired cogeneration  project located near Las Vegas,  Nevada that has
been in commercial operation since approximately June of 1992. NCA # 1 sells all
of its produced  power to Nevada Power  Company.  The other fifty  percent (50%)
partnership  interest  in NCA #1 is owned by Texaco  Clark  County  Cogeneration
Company, a subsidiary of Texaco, Inc.

Bonneville Pacific Services Company, Inc

      Bonneville  Pacific Services  Company,  Inc.  ("BPSC"),  is a wholly owned
subsidiary of the Company which is in the business of operating  power projects.
BPSC currently operates both the NCA #1 Project and its "sister" project, the 85
megawatt NCA # 2 Project.  BPSC also owns an eighty-eight percent (88%) interest
in CONAV,  a Mexican  corporation  which owns a four (4) megawatt  power project
located near Navojoa,  Mexico. BPSC also oversees the operation of, and manages,
the Company's Kyocera Power project.

Kyocera Project

       The Kyocera Project is a 3.2 MW gas fired  cogeneration  facility located
in San Diego,  California  which is owned  directly  by the  Company.  Power and
chilled water from the project is purchased by Kyocera America, Inc.

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Transfer Agent

     The Company's Transfer Agent is Interwest Transfer Company, Inc., 1981 East
4800 South, Suite 100, Salt Lake City, Utah 84117, Phone #: 801-272-9294, Fax #:
801-277-3147.


Item 7. Financial Statements and Exhibits

      (a)  Financial  Statements.  SEC  Staff  Legal  Bulletin  No.  2  requires
reporting  companies  emerging from Bankruptcy to file, under cover of Form 8-K,
an audited  balance sheet.  As of the date of the filing of this Form 8-K, it is
impractical for the Company to provide the audited balance sheet required by SEC
Staff Legal Bulletin No.2. Such audited balance sheet will be filed by amendment
to this Form 8-K as soon as possible when it becomes available.

     (b) Exhibits.  Amended and Restated Certificate of Incorporation (attached)
Amended and Restated Bylaws (attached)

                                      7

<PAGE>



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

Dated: November 3, 1998             BONNEVILLE PACIFIC CORPORATION



                                    By:    /s/ Clark M. Mower
                                               Clark M. Mower
                                               President


                                      8




                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                    OF
                        BONNEVILLE PACIFIC CORPORATION

      Bonneville  Pacific  Corporation.   (the  "Corporation"),   a  corporation
organized and existing under the Delaware General Corporation Law, hereby adopts
this  Amended  and  Restated  Certificate  of  Incorporation,   which  restates,
integrates  and amends  the  Corporation's  Certificate  of  Incorporation.  The
Corporation was formed under the name of Delaware Bonneville Pacific Corporation
and its original  Certificate of  Incorporation  was filed with the Secretary of
State on June 4, 1986.

       This Amended and Restated  Certificate  of  Incorporation,  including the
amendments  adopted  hereby,  has been duly adopted by the Chapter 11 Trustee of
the Corporation pursuant to the Trustee's Amended Chapter 11 Plan for the Estate
of Bonneville Pacific  Corporation dated April 22, 1998 which Plan was confirmed
by Order of the United States Bankruptcy Court for the District of Utah, Central
Division,  entered on or about  August  27,  1998.  This  Amended  and  Restated
Certificate of  Incorporation  was adopted in accordance  with the provisions of
Section  245 and was  executed  by the  Chapter 11 Trustee  in  accordance  with
Section 303 of the General Corporation Law of the State of Delaware.

                               ARTICLE I - NAME

      The name of the corporation is Bonneville Pacific Corporation.

                        ARTICLE II - REGISTERED OFFICE

      The registered  office of the  Corporation in the State of Delaware is1209
Orange Street of County of New Castle,  City of Wilmington,  Delaware 19801. The
registered  agent in charge  thereof at such  address is The  Corporation  Trust
Company.

                            ARTICLE III -  PURPOSES

      The nature of the  business  and the objects and  purposes  proposed to be
transacted,  promoted,  and  carried  on,  are to do any  or all  things  herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz.:

            "The  purpose of the  Corporation  is to engage in any lawful act or
      activity  for  which  corporations  may be  organized  under  the  General
      Corporation Law of Delaware".

                          ARTICLE IV - CAPITAL STOCK

      The total  number of shares of all  classes  of  capital  stock  which the
Corporation  has the authority to issue is  30,000,000  shares which are divided
into two classes as follows:

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            5,000,000 shares of Preferred Stock (Preferred Stock) $.01 par 
            value per share, and

            25,000,000  shares of Common Stock (Common Stock) $.01 par 
            value per share.


The  designations,  voting  powers,  preferences  and  relative,  participating,
optional or other special rights, and qualification, limitations or restrictions
of the above classes of stock are as follows:

Preferred Stock

      1. Issuance in Series.  Shares of Preferred  Stock may be issued in one or
more series at such time or times, and for such  consideration or considerations
as the  Board of  Directors  may  determine.  All  shares  of any one  series of
Preferred  Stock will be identical with each other in all respects,  except that
shares of one series issued at different times may differ as to dates from which
dividends  thereon  may be  cumulative.  All  series  will rank  equally  and be
identical in all respects,  except as permitted by the  following  provisions of
paragraph 2.

      2.  Authority of the Board with Respect to Series.  The Board of Directors
is authorized, at any time and from time to time, to provide for the issuance of
shares  of  Preferred  Stock  in one or  more  series  with  such  designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,  limitations or restrictions thereof as are stated and expressed
in the resolution or resolutions  providing for the issue thereof adopted by the
Board of  Directors,  and as are not stated and  expressed  in this  Amended and
Restated  Certificate of Incorporation or any amendment thereto  including,  but
not limited to, determination of any of the following:

            (a)   the distinctive serial designation and the number of shares 
      constituting a series;

            (b) the dividend rate or rates,  whether  dividends  are  cumulative
      and, if so, from which date, the payment date or dates for dividends,  and
      the  participating  or other  special  rights,  if any,  with  respect  to
      dividends;

            (c)   the voting powers of the shares of the series;

            (d)  whether  the shares  are  redeemable  and,  if so, the price or
      prices at which,  and the terms and conditions on which, the shares may be
      redeemed;

            (e) the  amount or amounts  payable  upon the shares in the event of
      voluntary or  involuntary  liquidation,  dissolution  or winding up of the
      corporation  prior to any  payment  or  distribution  of the assets of the
      corporation  to any class or classes of stock of the  Corporation  ranking
      junior to the Preferred Stock;


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<PAGE>



            (f) whether  the shares are  entitled to the benefit of a sinking or
      retirement fund to be applied to the purchase or redemption of shares of a
      series and, if so  entitled,  the amount of the fund and the manner of its
      application,  including  the price or prices  at which the  shares  may be
      redeemed or purchased through the application of the fund;

            (g) whether the shares are convertible  into, or  exchangeable  for,
      shares of any other class or classes of stock of the  corporation  and, if
      so convertible or  exchangeable,  the conversion  price or prices,  or the
      rates of  exchange,  and the  adjustments  thereof,  if any,  at which the
      conversion or exchange may be made,  and any other terms and conditions of
      the conversion or exchange; and

            (h) any other  preferences,  privileges  and  powers,  and  relating
      participating,  optional  or other  special  rights,  and  qualifications,
      limitations  or  restrictions  of a series,  as the Board of Directors may
      deem  advisable and as are not  inconsistent  with the  provisions of this
      Amended and Restated Certificate of Incorporation.

      3. Dividends. Before any dividends on any class or classes of stock of the
Corporation  ranking junior to the Preferred Stock (other than dividends payable
in shares of any class or classes of stock of the Corporation  ranking junior to
the  Preferred  Stock) may be  declared  or paid or set apart for  payment,  the
holders of shares of  Preferred  Stock of each series are  entitled to such cash
dividends,  but only when and as declared by the Board of Directors out of funds
legally  available  therefor,  as they may be adopted by the Board of  Directors
providing for the issue of the series, payable on such dates in each year as may
be fixed in the resolution or  resolutions.  The term "class or classes of stock
of the corporation ranking junior to the Preferred Stock" means the Common Stock
and any other class or classes of stock of the Corporation  hereafter authorized
which rank junior to the Preferred Stock as to dividends or upon liquidation.

      4. Reacquired Shares. Shares of Preferred Stock which have been issued and
reacquired in any manner by the  corporation  (excluding,  until the Corporation
elects to retire them,  shares which are held as treasury  shares but  including
shares  redeemed,  shares  purchased  and  retired  and  shares  which have been
converted  into shares of Common Stock) will have the status of  authorized  and
unissued shares of Preferred Stock and may be reissued.

      5. Voting Rights.  Each Series of Preferred Stock designated and issued by
the corporation shall carry such voting rights as are determined by the Board of
Directors when such Series is designated.

Common Stock

      1. Reverse  Split.  On the date of the filing of this Amended and Restated
Certificate of Incorporation (the "Effective  Date"),  the Corporation's  issued
and outstanding  shares of Common Stock shall be reverse split on a one-for four
(1- for- 4) basis so that each  share of Common  Stock  issued  and  outstanding
immediately  prior to the Effective Date shall  automatically  be converted into
and reclassified as one-fourth of a share of Common Stock (the "Reverse Split").
No fractional

                                      11

<PAGE>



shares will be issued by the  Corporation as a result of the Reverse  Split.  In
lieu  thereof,  each  fractional  share  shall be  rounded,  either  upwards  or
downwards (as the case may be), to the nearest whole share amount.

      2. Dividends.  Subject to the preferential  rights of the Preferred Stock,
the holders of the Common Stock are entitled to receive, to the extent permitted
by law,  such  dividends  as may be  declared  from time to time by the Board of
Directors.

      3. Liquidation.  In the event of the voluntary or involuntary liquidation,
dissolution,  distribution  of assets or  winding up of the  corporation,  after
distribution in full of the preferential  amounts,  if any, to be distributed to
the  holders of shares of  Preferred  Stock,  holders of Common  Stock  shall be
entitled to receive all of the remaining  assets of the  corporation of whatever
kind available for  distribution  to  Stockholders  ratably in proportion to the
number  of  shares  of  Common  Stock  held by them  respectively.  The Board of
Directors may  distribute in kind to the holders of Common Stock such  remaining
assets of the corporation or may sell,  transfer or otherwise  dispose of all or
any part of such  remaining  assets  to any  other  corporation,  trust or other
entity and receive payment  therefor in cash, stock or obligations of such other
corporation, trust or other entity, or any combination thereof, and may sell all
or any part of the  consideration so received and distribute any balance thereof
in kind  to  holders  of  Common  Stock.  The  merger  or  consolidation  of the
Corporation  into or with any  other  corporation,  or the  merger  or any other
corporation  into it, or any  purchase or  redemption  of shares of stock of the
Corporation of any class,  shall not be deemed to be a dissolution,  liquidation
or winding up of the Corporation for the purposes of this paragraph.

      4. Voting Rights.  Except as may be otherwise  required by law or by these
Articles of  Incorporation,  each holder of Common Stock has one vote in respect
of each  share  of stock  held by said  holder  of  record  on the  books of the
Corporation on all matters voted upon by the Stockholders.

Other Provisions

      1. Pre-emptive  Rights. No Stockholder shall have any pre-emptive right to
subscribe  to an  additional  issue of stock of any  class or  series  or to any
securities of the Corporation convertible into such stock.

      2.  Changes  in  Authorized  Capital  Stock.  Subject  to  the  protective
conditions and restrictions of any outstanding Preferred Stock, any amendment to
this  Amended and  Restated  Certificate  of  Incorporation  which  increases or
decreases the authorized capital stock of any class or classes may be adopted by
the affirmative  vote of the holders of a majority of the outstanding  shares of
the voting stock of the Corporation.

      3. Non-Voting Equity Securities  Prohibited.  Pursuant to the requirements
 of 11 U.S.C ss.1123 (a)(6),  and  notwithstanding  anything contained herein to
 the contrary, the Corporation shall
not be authorized to issue any class or series of non-voting equity  securities.
Therefore,  any class or series of  preferred  stock  issued by the  Corporation
shall carry voting rights.

                                      12

<PAGE>



                              ARTICLE V -  BYLAWS

      The Board of  Directors  shall have the power to make,  adopt,  amend,  or
repeal the Bylaws of the Corporation.

                  ARTICLE VI- PERSONAL LIABILITY OF DIRECTORS

      No  Director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a Director as a Director. Notwithstanding the foregoing sentence, a
Director  shall be liable to the extent  provided by applicable  law (i) for any
breach of the Director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) pursuant to Section 174 of the
General Corporation Law of Delaware, or (iv) for any transaction from which such
Director derived an improper  personal  benefit.  No amendment or repeal of this
Article  VII shall  apply to or have any  effect  on the  liability  or  alleged
liability of any Director of the  Corporation for or with respect to any acts or
omissions of such Director occurring prior to such amendment or repeal.

                         ARTICLE VII - INDEMNIFICATION

      The corporation  may, to the fullest extent permitted by the provisions of
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities,  or other  matters  referred  to in or  covered  by said
Section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
the Bylaw,  agreement,  vote of  stockholders,  or disinterested  directors,  or
otherwise, both as to action in said person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director,  officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

      IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
restates,  integrates and amends the Corporation's Certificate of Incorporation,
was duly adopted by the Chapter 11 Trustee of the Corporation as described above
and has been executed on the 2nd day of November, 1998.

                       BONNEVILLE PACIFIC CORPORATION.



                       By:  /s/  Roger G. Segal
                       ------------------------------------------------------
                            Roger G. Segal, Chapter 11 Trustee
                            For the Estate of Bonneville Pacific Corporation
                               As Authorized by the United States Bankruptcy
                               Court for the District of Utah

                                      13


                             RESTATED AND AMENDED
                   BYLAWS OF BONNEVILLE PACIFIC CORPORATION



                                      14

<PAGE>




                               TABLE OF CONTENTS



ARTICLE I.  OFFICES........................................................  1

    ss. 1.1.  Business Office..............................................  1
    ss. 1.2.  Registered Office............................................  1

ARTICLE II.  SHAREHOLDERS..................................................  1

    ss. 2.1.  Annual Shareholder Meeting.....................................1
    ss. 2.2.  Special Shareholder Meetings.................................  1
    ss. 2.3.  Place of Shareholder Meeting.................................  1
    ss. 2.4.  Notice of Shareholder Meeting................................  1
    ss. 2.5.  Fixing of Record Date......................................... 2
    ss. 2.6.  Shareholder List.............................................. 3
    ss. 2.7.  Shareholder Quorum and Voting Requirements...................  4
    ss. 2.8.  Proxies....................................................... 4
    ss. 2.9.  Voting of Shares.............................................. 4
    ss. 2.10. Corporation's Acceptance of Votes............................. 5
    ss. 2.11. Informal Action by Shareholders............................... 6
    ss. 2.12. Voting for Directors.......................................... 6
    ss. 2.13. Shareholder's Rights to Inspect Corporate Records............. 6
    ss. 2.14. Financial Statements Shall Be Furnished to the Shareholders... 8
    ss. 2.15. Dissenters' Rights............................................ 8

ARTICLE III.  BOARD OF DIRECTORS............................................ 8

    ss. 3.1.  General Powers................................................ 8
    ss. 3.2.  Number, Tenure, and Qualifications of Directors............... 8
    ss. 3.3.  Regular Meetings of the Board of Directors.................... 8
    ss. 3.4.  Special Meetings of the Board of Directors.................... 8
    ss. 3.5.  Notice of, and Waiver of Notice for, Special Director Meeting. 9
    ss. 3.6.  Director Quorum............................................... 9
    ss. 3.7.  Directors, Manner of Acting................................... 9
    ss. 3.8.  Director Action Without a Meeting............................. 9
    ss. 3.9.  Removal of Directors.......................................... 9
    ss. 3.10. Board of Director Vacancies.................................. 10
    ss. 3.11. Director Compensation........................................ 10
    ss. 3.12. Director Committees.......................................... 10


                                      i

<PAGE>



ARTICLE IV.  OFFICERS...................................................... 11

    ss. 4.1.  Officers..................................................... 11
    ss. 4.2.  Appointment and Term of Office............................... 11
    ss. 4.3.  Removal, Resignation and Vacancy............................. 12
    ss. 4.4.  Chairman of the Board........................................ 12
    ss. 4.5.  Vice-Chairman................................................ 12
    ss. 4.6.  President.................................................... 12
    ss. 4.7.  The Vice-Presidents.......................................... 13
    ss. 4.8.  The Secretary................................................ 13
    ss. 4.9.  The Treasurer................................................ 13
    ss. 4.10. Assistant Secretaries and Assistant Treasurers............... 13
    ss. 4.11. Salaries..................................................... 13

ARTICLE V.  INDEMNIFICATION................................................ 14

    ss. 5.1.  Action, Suits or Proceedings Other Than by or in the Right of the 
              Corporation.................................................. 14
    ss. 5.2.  Actions or Suits by or in the Right of the Corporation....... 14
    ss. 5.3.  Indemnification for Expenses of Successful Party............. 15
    ss. 5.4.  Determination of Right to Indemnification.................... 15
    ss. 5.5.  Advancement of Expenses...................................... 15
    ss. 5.6.  Other Rights................................................. 15
    ss. 5.7.  Insurance.................................................... 16
    ss. 5.8.  Continuation of Rights to Indemnification.................... 16
    ss. 5.9.  Protection of Rights Existing at Time of Repeal or Modification16

ARTICLE VI.  CERTIFICATE FOR SHARES AND THEIR TRANSFER..................... 16

    ss. 6.1.  Certificates for Shares...................................... 16
    ss. 6.2.  Shares Without Certificates.................................. 17
    ss. 6.3.  Registration of the Transfer of Shares....................... 17
    ss. 6.4.  Restrictions on Transfer of Shares Permitted................. 17
    ss. 6.5.  Acquisition of Shares........................................ 18

ARTICLE VII.  DISTRIBUTIONS................................................ 18

      ss. 7.1.  Distributions.............................................. 18

ARTICLE VIII.  GENERAL PROVISIONS.......................................... 19

    ss. 8.1.  Corporate Seal............................................... 19
    ss. 8.2.  Fiscal Year.................................................. 19
    ss. 8.3.  Evidence of Authority........................................ 19
    ss. 8.4.  Certificate of Incorporation................................. 19
    ss. 8.5.  Pronouns..................................................... 19

ARTICLE IX.   EMERGENCY BYLAWS............................................. 19

                                      ii

<PAGE>




      ss. 9.1.  Emergency Bylaws........................................... 19

ARTICLE X.  AMENDMENTS..................................................... 20

      ss. 10.1. Amendments................................................. 20







                                     iii

<PAGE>




                             RESTATED AND AMENDED
                   BYLAWS OF BONNEVILLE PACIFIC CORPORATION


                              ARTICLE I.  OFFICES

      ss. 1.1. Business Office. The Principal office of the corporation shall be
located  at any  place  either  within  or  outside  the  State of  Delaware  as
designated  in the  corporation's  most  current  Annual  Report  filed with the
Secretary of State of the State of Delaware. The corporation may have such other
offices,  either  within  or  without  the  State of  Delaware  as the  Board of
Directors may designate or as the business of the  corporation  may require from
time to time. The corporation  shall maintain at its principal  office a copy of
certain records, as specified in ss. 2.13 of Article II.

     ss. 1.2.  Registered Office. The registered office of the corporation shall
be located  within the State of Delaware and may be, but need not be,  identical
with the  principal  office of the  corporation.  The address of the  registered
office may be changed from time to time.

                           ARTICLE II.  SHAREHOLDERS

      ss.  2.1.  Annual   Shareholder   Meeting.   The  annual  meeting  of  the
shareholders  shall be held at such  time and on such  date as shall be fixed by
the Board of  Directors,  for the  purpose  of  electing  directors  and for the
transaction of such other business as may come before the meeting.

      ss.  2.2.   Special   Shareholder   Meetings.   Special  meetings  of  the
shareholders,  for any purpose or purposes,  described in the notice of meeting,
may be called by the President,  by the Board of Directors or by the Chairman of
the Board of  Directors,  and shall be called by the President at the request of
the  holders  of not  less  than  one-tenth  of  all  outstanding  votes  of the
corporation entitled to be cast on any issue at the meeting.

     ss. 2.3. Place of Shareholder Meeting. The Board of Directors may designate
any place,  either  within or outside of the State of  Delaware  as the place of
meeting for any Annual or any Special Meeting of the Shareholders.

      ss. 2.4.  Notice of Shareholder Meeting.

      A. Required Notice.  Written notice stating the place, day and hour of any
annual or special  shareholder  meeting  shall be delivered not less than 20 nor
more than 60 days before the date of the meeting,  either personally or by mail,
by or at the  direction  of the  President,  the  Board of  Directors,  or other
persons calling the meeting,  to each  shareholder of record entitled to vote at
such meeting and to any other  shareholder  entitled by the General  Corporation
Law of the State of  Delaware or the  Certificate  of  Incorporation  to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier of:
(1) when  deposited in the United States mail,  addressed to the  shareholder at
his address as it appears on the stock transfer books of the  corporation,  with
postage

                                      1

<PAGE>



thereon  prepaid;  (2) on the  date  shown  on the  return  receipt  if  sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the addressee;  (3) when received; or (4) 5 days after
deposit in the United States mail, if mailed postpaid and correctly addressed to
an  address  other  than  that  shown in the  corporation's  current  record  of
shareholders.

      B.  Adjourned  Meeting.  If any  shareholder  meeting  is  adjourned  to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment  and such new date is within  thirty  (30) days from the  originally
scheduled  meeting date.  If a new record date for the adjourned  meeting is, or
must be  fixed  then  notice  must be  given  pursuant  to the  requirements  of
paragraph (A) of this ss. 2.4, to those persons who are  shareholders  as of the
new record date.

      C. Waiver of Notice. A shareholder may waive notice of the meeting (or any
notice  required by the Act,  Certificate  of  Incorporation,  or Bylaws),  by a
writing signed by the shareholder  entitled to the notice, which is delivered to
the corporation  (either before or after the date and time stated in the notice)
for  inclusion  in  the  minutes  or  filing  with  the  corporate   records.  A
shareholder's attendance at a meeting:

            1.    waives  objection to lack of notice or defective notice of the
                  meeting,  unless  the  shareholder  at  the  beginning  of the
                  meeting objects to holding the meeting or transacting business
                  at the meeting;

            2.    waives objection to  consideration  of a particular  matter at
                  the  meeting  that  is not  within  the  purpose  or  purposes
                  described  in  the  meeting  notice,  unless  the  shareholder
                  objects to considering the matter when it is presented.

      D.  Contents of Notice.  The notice of each  special  shareholder  meeting
shall include a description  of the purpose or purposes for which the meeting is
called.  Except  as  provided  in  this  ss.  2.4(D),  or  as  provided  in  the
corporation's  Certificate  of  Incorporation,   or  otherwise  in  the  General
Corporation  law of the State of Delaware , the notice of an Annual  Shareholder
Meeting need not include a description  of the purpose or purposes for which the
meeting is called.

      If a purpose of any  shareholder  meeting  is to  consider  either:  (1) a
proposed  amendment to the Certificate of Incorporation  (including any Restated
Certificate  requiring  shareholder  approval);  (2) a plan of  merger  or share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially  all of the  corporation's  property;  (4) the  dissolution of the
corporation;  or (5) the removal of a director,  the notice must so state and be
accompanied  by  respectively  a copy or  summary  of the:  (1)  Certificate  of
Amendment;  (2)  plan of  merger  or  share  exchange;  or (3)  transaction  for
disposition of all the corporation's  property. If the proposed corporate action
created  dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights.

     ss. 2.5. Fixing of Record Date. For the purpose of determining shareholders
of any  voting  group  entitled  to  notice  of or to  vote  at any  meeting  of
shareholders, or shareholders entitled to

                                      2

<PAGE>



receive  payment  of  any  distribution  or  dividend,  or in  order  to  make a
determination  of  shareholders  for any  other  proper  purpose,  the  Board of
Directors  may fix in advance a date as the record date.  Such record date shall
not be  more  than  60 days  prior  to the  date on  which  the  meeting  or the
particular action,  requiring such determination of shareholders is to be taken.
If no record date is so fixed by the Board of Directors for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders,  or
shareholders  entitled to receive a share dividend or  distribution,  the record
date for  determination of such  shareholders  shall be at the close of business
on:

      1.    With  respect  to an  Annual  Shareholder  Meeting  or  any  Special
            Shareholder  Meeting  called by the Board of Directors or any person
            specifically authorized by the Board of Directors or these Bylaws to
            call a  meeting,  the day before the first  notice is  delivered  to
            shareholders;

      2.    With  respect to a Special  Shareholder's  Meeting  demanded  by the
            shareholders, the date the first shareholder signs the demand;

      3.    With respect to the payment of a share dividend,  the date the Board
            of Directors authorizes the share dividend;

      4.    With respect to actions taken in writing without a meeting (pursuant
            to Article II, ss.  2.11),  the date the first  shareholder  signs a
            consent;

      5.    And with respect to a distribution to shareholders,  (other than one
            involving a repurchase  or  reacquisition  of shares),  the date the
            Board of Directors authorizes the distribution.

      When a determination  of  shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

      ss. 2.6. Shareholder List. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete record of the
shareholders entitled to vote at each meeting of shareholders thereof,  arranged
in  alphabetical  order,  with the  address of and the number of shares  held by
each.  The list must be arranged by voting group (if such  exists,  see Art. II.
ss.  2.7) and  within  each  voting  group by class or  series  of  shares.  The
shareholder list must be available for inspection by any shareholder,  beginning
two  business  days after  notice of the meeting is given for which the list was
prepared and continuing through the meeting.  The list shall be available in the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting is to be held. A shareholder,  his agent, or attorney
is entitled on written demand to inspect and, subject to the requirements of ss.
2.13 of this Article II, to copy the list during  regular  business hours and at
his expense,  during the period it is available for inspection.  The corporation
shall maintain the  shareholder  list in written form or in another form capable
of conversion into written form within a reasonable time.

                                      3

<PAGE>



      ss. 2.7. Shareholder Quorum and Voting Requirements. If the Certificate of
Incorporation or the General  Corporation Act of the State of Delaware  provides
for voting by a single voting group on a matter,  action on that matter is taken
when voted upon by that voting group.

      Shares  entitled to vote as a separate  voting  group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the  Certificate of  Incorporation,  the Bylaws,  or the General
Corporation Act of the State of Delaware  provide  otherwise,  a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

      If the Certificate of Incorporation or the General  Corporation Act of the
State of Delaware  provide for voting by two or more voting  groups on a matter,
action on that  matter is taken  only when  voted  upon by each of those  voting
groups counted  separately.  Action may be taken by one voting group on a matter
even though no action is taken by another  voting group  entitled to vote on the
matter.

      Once a share is  represented  for any  purpose at a meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

      If a quorum  exists,  action  on a matter  (other  than  the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action.

      ss. 2.8. Proxies. At all meetings of shareholders,  a shareholder may vote
in person,  or by a proxy  which is executed  in writing by the  shareholder  or
which is executed by his duly authorized  attorney-in-fact.  Such proxy shall be
filed with the  Secretary  of the  corporation  or other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise  provided in the
proxy. A shareholder  may appoint a proxy by  transmitting  or  authorizing  the
transmission of a telegram, teletype, telecopy or other electronic transmission.

     ss. 2.9. Voting of Shares.  Unless otherwise provided in the Certificate of
Incorporation,  each  outstanding  share shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

      Except as  provided  by specific  court  order,  no shares held by another
corporation,  if a majority of the shares  entitled to vote for the  election of
directors of such other corporation are held by the corporation,  shall be voted
at any meeting or counted in determining the total number of outstanding  shares
at any given time for  purposes of any  meeting.  Provided,  however,  the prior
sentence  shall  not  limit the  power of the  corporation  to vote any  shares,
including its own shares, held by it in a fiduciary capacity.


                                      4

<PAGE>



      Redeemable  shares are not entitled to vote after notice of  redemption is
mailed to the  holders  and a sum  sufficient  to  redeem  the  shares  has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

      ss. 2.10.  Corporation's Acceptance of Votes.

      A. If the name signed on a vote,  consent,  waiver,  or proxy  appointment
corresponds  to the name of a  shareholder,  the  corporation  if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.

      B. If the name signed on a vote,  consent,  waiver,  or proxy  appointment
does not correspond to the name of its shareholder,  the corporation,  if acting
in good faith, is nevertheless entitled to accept the vote, consent,  waiver, or
proxy appointment and give it effect as the act of the shareholder if:

            1.    the shareholder is an entity and the name signed purports to
                  be that of an officer or agent of the entity;

            2.    the  name  signed  purports  to be that  of an  administrator,
                  executor,    guardian,   or   conservator   representing   the
                  shareholder  and,  if the  corporation  requests,  evidence of
                  fiduciary  status  acceptable  to  the  corporation  has  been
                  presented with respect to the vote, consent,  waiver, or proxy
                  appointment;

            3.    the name  signed  purports to be that of a receiver or trustee
                  in  bankruptcy  of the  shareholder  and,  if the  corporation
                  requests,   evidence   of  this  status   acceptable   to  the
                  corporation  has been  presented  with  respect  to the  vote,
                  consent, waiver, or proxy appointment;

            4.    the name signed  purports to be that of a pledgee,  beneficial
                  owner,  or  attorney-in-fact  of the  shareholder  and, if the
                  corporation  requests,  evidence acceptable to the corporation
                  of the  signatory's  authority to sign for the shareholder has
                  been presented with respect to the vote,  consent,  waiver, or
                  proxy appointment; or

            5.    two or more  persons  are the  shareholder  as  co-tenants  or
                  fiduciaries  and the name signed purports to be the name of at
                  lease one of the co-owners and the person  signing  appears to
                  be acting on behalf of all the co-owners.

      C. The corporation is entitled to reject a vote, consent, waiver, or proxy
appointment  if the secretary or other  officer or agent  authorized to tabulate
votes,  acting in good faith,  has reasonable basis for doubt about the validity
of the  signature  on it or  about  the  signatory's  authority  to sign for the
shareholder.


                                      5

<PAGE>



      D. The corporation and its officer or agent who accepts or rejects a vote,
consent,  waiver,  or proxy appointment in good faith and in accordance with the
standards of this section,  are not liable in damages to the shareholder for the
consequences of the acceptance or rejection.

      E.  Corporate  action  based on the  acceptance  or  rejection  of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

      ss.  2.11.  Informal  Action  by  Shareholders.  Any  action  required  or
permitted to be taken at a meeting of the  shareholders  may be taken  without a
meeting if one or more consents in writing,  setting forth the action,  shall be
signed by the  holders of  outstanding  shares  having not less than the minimum
number of votes that would be  necessary  to  authorize  or take the action at a
meeting at which all shares  entitled to vote thereon were present and voted. If
written consents of less than all the shareholders have been obtained, notice of
such  shareholder  approval by written  consent shall be given at least ten (10)
days before the consummation of the action authorized by such written consent to
those shareholders entitled to vote who have not consented in writing and to any
non-voting shareholders. Such notice shall contain or be accompanied by the same
material  that would have been  required if a formal  meeting had been called to
consider  the action.  A consent  signed  under this section has the effect of a
vote at a meeting and may be described as such in any document.

     ss.  2.12.  Voting  for  Directors.   Unless  otherwise   provided  in  the
Certificate of Incorporation,  directors are elected by a plurality of the votes
cast by the  shares  entitled  to vote in the  election  at a meeting at which a
quorum is present. Shareholders do not have a right to cumulate their votes.

      ss. 2.13.  Shareholder's Rights to Inspect Corporate Records.

      A. Minutes and Accounting Records. The corporation shall keep as permanent
records minutes of all meetings of its  shareholders  and Board of Directors,  a
record of all actions taken by the shareholders or Board of Directors  without a
meeting,  and a record  of all  actions  taken by a  committee  of the  Board of
Directors. The corporation shall maintain appropriate accounting records.

      B. Absolute  Inspection Rights of Records Required at Principal Office. If
he gives the  corporation  written  notice of his demand at least five  business
days before the date on which he wishes to inspect and copy, a  shareholder  (or
his  agent or  attorney)  has the right to  inspect  and  copy,  during  regular
business  hours any of the following  records,  all of which the  corporation is
required to keep at its principal office:

            1.    its Certificate or Restated Certificate of Incorporation and 
                  all amendments to them currently in effect;

            2.    its Bylaws and all amendments to them currently in effect;


                                      6

<PAGE>



            3.    resolutions  adopted by its Board of Directors creating one or
                  more classes or series of shares,  and fixing  their  relative
                  rights,   preferences,   and  limitations,  if  shares  issued
                  pursuant to those resolutions are outstanding;

            4.    the minutes of all shareholders'  meetings, and records of all
                  action taken by shareholders  without a meeting,  for the past
                  three years;

            5.    all written  communications  to shareholders  generally within
                  the past  three  years,  including  the  financial  statements
                  furnished for the past three years to the shareholders;

            6.    a list of the  names and  business  addresses  of its  current
                  directors and officers; and

            7.    its most recent  Annual  Report  delivered to the Secretary of
                  State of the State of Delaware.

      C.  Conditional  Inspection.  In addition,  if he gives the  corporation a
written  demand  made in good  faith  and for a proper  purpose  at  least  five
business  days before the date on which he wishes to inspect and copy,  in which
he  describes  with  reasonable  particularity  his  purpose  and the records he
desires to inspect,  and the records are directly  connected with his purpose, a
shareholder of the corporation (or his agent or attorney) is entitled to inspect
and copy,  during regular business hours at a reasonable  location  specified by
the corporation, any of the following records of the corporation:

            1.    excerpts   from  minutes  of  any  meeting  of  the  Board  of
                  Directors,  records of any action of the Board of Directors or
                  a  committee  of the  Board  of  Directors  on  behalf  of the
                  corporation,  minutes of any meeting of the shareholders,  and
                  records  of  action  taken  by the  shareholders  or  Board of
                  Directors and without a meeting,  to the extent not subject to
                  inspection under paragraph A of this ss. 2.13.

            2.    accounting records of the corporation; and

            3.    the record of shareholders  (compiled no earlier than the date
                  of the shareholder's demand).

      D. Copy Costs.  The right to copy records  includes,  if  reasonable,  the
right to receive copies made by photographic,  xerographic,  or other means. The
corporation  may impose a  reasonable  charge,  covering  the costs of labor and
material,  for copies of any documents  provided to the shareholder.  The charge
may not exceed the estimated cost of production or reproduction of the records.


                                      7

<PAGE>



      E. Shareholder  Includes  Beneficial Owner. For purposes of this ss. 2.13,
the terms  "shareholder"  shall include a beneficial owner whose shares are held
in a voting trust or by a nominee on his behalf.

     ss. 2.14. Financial Statements Shall Be Furnished to the Shareholders. Upon
the written request of any  shareholder,  the corporation  shall mail to him its
most recent annual or quarterly financial statements.

      ss. 2.15.  Dissenters'  Rights.  Each shareholder  shall have the right to
dissent  from and  obtain  payment  for his  shares  when so  authorized  by the
Delaware Revised Business Corporation Act,  Certificate of Incorporation,  these
Bylaws, or in a resolution of the Board of Directors.

                       ARTICLE III.  BOARD OF DIRECTORS

     ss. 3.1.  General  Powers.  All  corporate  powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of the Board of Directors.

      ss. 3.2. Number,  Tenure, and  Qualifications of Directors.  The number of
directors  which  shall  constitute  the  whole  Board  of  Directors  shall  be
determined by resolution of the  shareholders  or the resolution of the Board of
Directors,  but in no event  shall be less than three.  The number of  Directors
constituting  the full Board of Directors upon the date of the adoption of these
Bylaws shall be seven (7) and shall be those individuals  appointed as directors
pursuant to the Trustee's  Amended  Chapter 11 Plan for the Estate of Bonneville
Pacific  Corporation  dated April 22, 1998, which Plan was confirmed by an Order
of the United  States  Bankruptcy  Court,  District of Utah,  Central  Division,
entered on or about August _____, 1998. The number of directors may be increased
by  resolution  of the  shareholders  or the Board of  Directors.  The number of
directors  may be  decreased  at any time  either  by the  shareholders  or by a
majority  of the  directors  then in  office,  but only to  eliminate  vacancies
existing by reason of the death, resignation,  removal or expiration of the term
of one or more directors.  Each director shall hold office until the next annual
meeting of shareholders or until removed. However, if his term expires, he shall
continue to serve until his  successor  shall have been elected and qualified or
until  there is a decrease  in the number of  directors.  Directors  need not be
residents of the State of Delaware or shareholders of the corporation.

      ss. 3.3. Regular Meetings of the Board of Directors.  A regular meeting of
the Board of  Directors  shall be held  without  other  notice  than this  bylaw
immediately after, and at the same place as, the Annual Meeting of Shareholders.
The Board of Directors may provide,  by  resolution,  the time and place for the
holding of addition regular meetings without other notice than such resolution.
Any such regular meeting may be held by telephone.

     ss. 3.4.  Special  Meetings of the Board of Directors.  Special meetings of
the Board of  Directors  may be called by or at the request of the  President or
any one director. The person authorized to call Special Meetings of the Board of
Directors may fix any place, (but only within the

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county where this corporation has its principal office) as the place for holding
any Special  Meeting of the Board of  Directors,  or such meeting may be held by
telephone.

      ss. 3.5. Notice of, and Waiver of Notice for,  Special  Director  Meeting.
Written notice of special  meetings of the Board of Directors  shall be given to
each director at least 48 hours prior to the time of such meeting.  Any director
may waive notice of any  meeting.  The  attendance  of a director at any meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a  meeting  for the  purpose  of  objecting  to the  transaction  of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be  transacted  at, nor the  purpose of, any special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting,  except that notice  shall be given of any  proposed  amendment  to the
bylaws if it is to be adopted  at any  special  meeting  or with  respect to any
other matter where notice is required by statute.

      ss. 3.6.  Director  Quorum.  A majority  of the total  number of the whole
Board of  Directors  shall  constitute  a quorum at all meetings of the Board of
Directors.  In the event one or more of the directors  shall be  disqualified to
vote at any meeting,  then the required  quorum shall be reduced by one for each
such director so  disqualified;  provided,  however,  that in no case shall less
than  one-third  (1/3) of the  total  number  of the  whole  Board of  Directors
constitute a quorum.

      ss.  3.7.  Directors,  Manner of Acting.  The act of the  majority  of the
directors  present at a meeting  at which a quorum is  present  when the vote is
taken  shall be the act of the  Board of  Directors.  Any or all  directors  may
participate in a regular or special  meeting by, or conduct the meeting  through
the use of, any means of communication by which all directors  participating may
hear each other during the  meeting.  A director  participating  in a meeting by
this means is deemed to be present in person at the meeting.

      A director  who is present  at a meeting  of the Board of  Directors  or a
committee of the Board of Directors when corporate  action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting  business at
the meeting;  or (2) his dissent or abstention  from the action taken is entered
in the minutes of the meeting;  or (3) he delivers written notice of his dissent
or abstention to the presiding  officer of the meeting before its adjournment or
to the corporation  immediately after  adjournment of the meeting.  The right of
dissent or  abstention  is not available to a director who votes in favor of the
action taken.

      ss.  3.8.  Director  Action  Without a  Meeting.  Any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  of the Board of  Directors  may be taken  without a  meeting,  if all
members of the Board of Directors or committee,  as the case may be,  consent to
the action in writing,  and the written  consents  are filed with the minutes of
proceedings of the Board of Directors or committee.

     ss. 3.9.  Removal of  Directors.  The  shareholders  may remove one or more
directors  at a meeting  called for that purpose if notice has been given that a
purpose of the meeting is such

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removal.  The removal may be with or without  cause.  A director  may be removed
only if the number of votes cast to remove him  exceeds the number of votes cast
not to remove him.

     ss. 3.10. Board of Director Vacancies.  If a vacancy occurs on the Board of
Directors,  including  a vacancy  resulting  from an  increase  in the number of
directors:

      (1)   the shareholders may fill the vacancy;

      (2)   the Board of Directors may fill the vacancy; or

      (3)   if the directors  remaining in office constitute fewer than a quorum
            of the  Board  of  Directors,  they  may  fill  the  vacancy  by the
            affirmative  vote of a majority of all the  directors  remaining  in
            office.

      A  vacancy  that  will  occur at a  specific  later  date (by  reason of a
resignation  effective at a later date) may be filled before the vacancy  occurs
but the new director may not take office until the vacancy occurs.

      The term of a  director  elected  to fill a  vacancy  expires  at the next
shareholders'  meeting at which  directors  are  elected.  However,  if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

      ss. 3.11. Director  Compensation.  Unless otherwise provided by resolution
of the Board of Directors,  each  director may be paid his expenses,  if any, of
attendance at each meeting of the Board of  Directors,  and may be paid a stated
salary as director or a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall  preclude any director from serving the
corporation in any capacity and receiving compensation therefor.

      ss. 3.12.  Director Committees.

      (A) Creation of Committees.  The Board of Directors may create one or more
committees and appoint  members of the Board of Directors to serve on them. Each
committee must have two or more members,  who serve at the pleasure of the Board
of Directors.

      (B) Selection of Members.  The creation of a committee and  appointment of
members to it must be approved by a majority of all the directors in office when
the action is taken.

      (C) Required  Procedures.  Sections  3.4,  3.5,  3.6, 3.7, and 3.8 of this
Article III, which govern meetings,  action without meetings,  notice and waiver
of notice,  quorum and voting  requirements of the Board of Directors,  apply to
committees and their members.

      (D) Authority.  Each committee may exercise those aspects of the authority
of the  Board of  Directors  which  the  Board of  Directors  confers  upon such
committee  in the  resolution  creating  the  committee.  Provided,  however,  a
committee may not:

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<PAGE>



            (1)   authorize distributions;

            (2)   approve or propose to  shareholders  action  that the  General
                  Corporation  Law of the  State of  Delaware  Revised  Business
                  Corporation Act requires to be approved by shareholders;

            (3)   fill  vacancies  on the  Board  of  Directors  or on any of 
                  its committees;

            (4)   amend  the  Certificate  of  Incorporation   pursuant  to  the
                  authority of directors to do so granted by General Corporation
                  Act of the State of Delaware;

            (5)   adopt, amend, or repeal Bylaws;

            (6)   approve a plan of merger not requiring shareholder approval;

            (7)   authorize or approve reacquisition of shares, except according
                  to a formula or method  prescribed  by the Board of Directors;
                  or

            (8)   authorize or approve the issuance or sale or contract for sale
                  of shares or determine the  designation  and relative  rights,
                  preferences,  and  limitations of a class or series of shares,
                  except that the Board of Directors  may  authorize a committee
                  (or a senior  executive  officer of the  corporation) to do so
                  within  limits   specifically   prescribed  by  the  Board  of
                  Directors.

                             ARTICLE IV.  OFFICERS

      ss. 4.1. Officers. The officers of the corporation shall be a Chairman and
a Vice  Chairman  (if such  offices  are created by the Board of  Directors),  a
President,  one or  more  Vice  Presidents,  any one or  more  of  which  may be
designated Executive Vice President or Senior Vice President,  a Secretary and a
Treasurer.  The Board of Directors  may appoint such other  officers and agents,
including  Assistant  Vice  Presidents,  Assistant  Secretaries,  and  Assistant
Treasurers,  in each case as the Board of Directors  shall deem  necessary,  who
shall  hold their  offices  for such terms and shall  exercise  such  powers and
perform such duties as shall be determined by the Board of Directors. Any two or
more  offices  may be  held  by the  same  person.  No  officer  shall  execute,
acknowledge,  verify or countersign  any instrument on behalf of the corporation
in more than one  capacity,  if such  instrument  is  required  by law, by these
bylaws or by any act of the corporation to be executed, acknowledged,  verified,
or countersigned by two or more officers.  The Chairman and Vice Chairman of the
Board of Directors shall be elected from among the directors. With the foregoing
exceptions,  none of the  other  officers  need be a  director,  and none of the
officers need be a shareholder of the corporation.

     ss. 4.2.  Appointment  and Term of Office.  The officers of the corporation
shall be  appointed by the Board of Directors  for a term as  determined  by the
Board of Directors.  (The  designation of a specified term grants to the officer
no contract rights, and the Board of Directors can remove the

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<PAGE>



officer  at any  time  prior to the  termination  of such  term.)  If no term is
specified,  an officer shall hold office until he resigns,  dies, or until he is
removed in the manner provided in ss. 4.3 of this Article IV.

      ss. 4.3.  Removal,  Resignation and Vacancy . Any officer or agent elected
or  appointed  by the Board of  Directors  may be removed  without  cause by the
affirmative  vote of a  majority  of the  Board of  Directors  whenever,  in its
judgment,  the best interests of the corporation  shall be served  thereby,  but
such removal shall be without  prejudice to the contractual  rights,  if any, of
the person so  removed.  Any  officer  may resign at any time by giving  written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time  specified  therein,  and unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary  to make it  effective.  Any  vacancy  occurring  in any office of the
corporation by death,  resignation,  removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

      ss. 4.4 Chairman of the Board of  Directors.  The Chairman of the Board of
Directors (if such office is created by the Board of Directors) shall preside at
all  meetings  of  the  Board  of  Directors  and  of  the  shareholders  of the
corporation.  The Chairman of the Board of Directors  shall formulate and submit
to the Board of Directors or the Executive  Committee  matters of general policy
for the corporation and shall perform such other duties as usually  appertain to
the office or as may be prescribed by the Board of Directors

      ss. 4.5 Vice Chairman. The Vice Chairman (if such office is created by the
Board of Directors)  shall,  in the absence or disability of the Chairman of the
Board of  Directors,  perform the duties and exercise the powers of the Chairman
of the Board of Directors.  The Vice Chairman shall perform such other duties as
from time to time may be prescribed by the Board of Directors or assigned by the
Chairman of the Board of Directors.

      ss. 4.6. President.  The President shall be the chief executive officer of
the corporation and, subject to the control of the Board of Directors,  shall in
general  supervise and control the business and affairs of the  corporation.  In
the absence of the Chairman of the Board of  Directors or the Vice  Chairman (if
such offices are created by the Board of Directors), the President shall preside
at all meetings of the Board of Directors and of the  shareholders.  He may also
preside at any such  meeting  attended by the Chairman of the Board of Directors
or  Vice  Chairman  if he is so  designated  by the  Chairman  of the  Board  of
Directors,  or in the Chairman of the Board of  Directors's  absence by the Vice
Chairman.  He shall have the power to appoint and remove  subordinate  officers,
agents  and  employees,  except  those  elected  or  appointed  by the  Board of
Directors.  The  President  shall keep the Board of Directors  and the Executive
Committee  fully informed and shall consult them  concerning the business of the
corporation.  He may  sign  with  the  Secretary  or any  other  officer  of the
corporation  thereunto  authorized by the Board of Directors,  certificates  for
shares of the corporation and any deeds, bonds,  mortgages,  contracts,  checks,
notes,  drafts,  or other instruments that the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof has been
expressly  delegated  by these bylaws or by the Board of Directors to some other
officer or agent of the corporation, or shall be required by law to be otherwise
executed. He shall vote, or give a proxy to any other officer of the corporation
to vote, all shares of stock of any other corporation

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<PAGE>



standing  in the name of the  corporation  and in general he shall  perform  all
other duties normally  incident to the office of President and such other duties
as may be  prescribed  by the  shareholders,  the  Board  of  Directors,  or the
Executive Committee from time to time.

      ss. 4.7. The Vice-Presidents.  In the absence of the President,  or in the
event of his  inability or refusal to act, the Executive  Vice  President (or in
the event there shall be no Vice President  designated Executive Vice President,
any Vice  President  designated  by the Board of  Directors)  shall  perform the
duties and exercise the powers of the  President.  Any Vice  President may sign,
with the  Secretary  or  Assistant  Secretary,  certificates  for  shares of the
corporation. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President, the Board of Directors..

      ss. 4.8. The  Secretary.  The Secretary  shall (a) keep the minutes of the
meetings  of  the  shareholders,  the  Board  of  Directors  and  committees  of
directors;  (b) see  that all  notices  are duly  given in  accordance  with the
provisions  of these  bylaws and as required  by law;  (c) be  custodian  of the
corporate  records and of the seal of the corporation,  and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue  thereof  and to all  documents,  the  execution  of which on
behalf of the  corporation  under its seal is duly authorized in accordance with
the  provisions of these bylaws;  (d) keep or cause to be kept a register of the
post  office  address  of each  shareholder  which  shall be  furnished  by such
shareholder; (e) sign with the President, or an Executive Vice President or Vice
President,  certificates for shares of the corporation, the issue of which shall
have been  authorized by resolution of the Board of Directors;  (f) have general
charge of the  stock  transfer  books of the  corporation;  and (g) in  general,
perform all duties  normally  incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the  President,  the Board
of Directors.

      ss. 4.9. The Treasurer.  The Treasurer  shall: (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  corporation;  (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks,  trust companies,  or other depositories as shall be selected by the
Board of Directors; and (c) in general perform all of the duties incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the President or by the Board of  Directors.  If required by the Board
of Directors,  the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or  sureties  as the Board of  Directors
shall determine.

      ss. 4.10. Assistant  Secretaries and Assistant  Treasurers.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a  Vice-President  certificates  for shares of the  corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors. The assistant treasurers shall respectively, if required by the Board
of Directors. The Assistant Treasurers shall respectively, if required the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.  The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties

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<PAGE>



as  shall  be  assigned  to  them  by  the  Secretary  or  the   Treasurer,
respectively, or by the President or the Board of Directors.

     ss. 4.11.  Salaries.  The salaries of the officers shall be fixed from time
to time by the Board of Directors.

                          ARTICLE V.  INDEMNIFICATION

      ss. 5.1.  Actions,  Suits or Proceedings  Other Than by or in the Right of
the Corporation.  The corporation shall indemnify any current or former director
or  officer  of the  corporation  and may,  at the  discretion  of the  Board of
Directors,  indemnify any current or former employee or agent of the corporation
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  by  reason of the fact  that  such  person  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 (including
trustee) of another  corporation,  partnership,  joint  venture,  trust or other
enterprise.  The  indemnification  provided  hereunder  shall be to the  fullest
extent  permissible  under Delaware law, as then in effect,  against  reasonable
expenses (including  reasonable attorneys' fees),  judgments,  fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding,  if he or she acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe  that his or her  conduct  was
unlawful.

      The  termination  of any action,  suit or proceeding  by judgment,  order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall  not,  of  itself,   create  a   presumption   that  the  person   seeking
indemnification  did not act in  good  faith  and in a  manner  which  he or she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe that his or her conduct was unlawful.

      ss.  5.2.  Actions  or Suits by or in the  Right of the  Corporation.  The
corporation  shall  indemnify  any current or former  director or officer of the
corporation and may, at the discretion of the Board of Directors,  indemnify any
current or former  employee or agent of the corporation who was or is a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit,  by or in the right of the  corporation  to procure a  judgment  in its
favor by  reason of the fact that  such  person 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  (including  trustee) of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
(including  employee  benefit  plans)  (funds paid or required to be paid to any
person as a result of the  provisions of this Article V shall be returned to the
corporation  or  reduced,  as the case may be, to the  extent  that such  person
receives funds pursuant to an  indemnification  from any such other corporation,
partnership, joint venture, trust or enterprise) to the fullest extent permitted
under Delaware law, as then in effect,  against expenses  (including  attorneys'
fees) actually and reasonably incurred by such person in

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<PAGE>



connection  with the defense or  settlement of such action or suit, if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

      ss.  5.3.Indemnification  for Expenses of Successful  Party. To the extent
that a  director,  officer,  employee  or  agent  of the  corporation  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in paragraph (a) or (b) of this Article V, or in defense
of any claim,  issue or matter therein,  such person shall be indemnified by the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

      ss. 5.4.  Determination of Right to  Indemnification.  Any indemnification
under  paragraph (a) or (b) of this Article V (unless  ordered by a court) shall
be made by the  corporation  only as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard of conduct set forth in paragraphs  (a) and (b) of this Article V. Such
determination  shall be made (1) by the Board of Directors by a majority vote of
the  directors  who are not parties to such  action,  suit or  proceeding,  even
though  less  than a quorum or (2) if there  are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (3)
by the holders of a majority of the shares of capital  stock of the  corporation
entitled to vote thereon.

      ss.  5.5.Advancement  of Expenses.  Expenses  (including  attorneys' fees)
incurred  by  an  officer  or  director  in  defending   any  civil,   criminal,
administrative or investigative  action, suit or proceeding shall be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be  indemnified  by the  corporation  as authorized in
this Article V. Such  expenses  (including  attorneys'  fees)  incurred by other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the Board of Directors deems appropriate.  The undertaking required hereby shall
be on such terms and  conditions  as determined by the Board of Directors in its
sole  discretion.  The Board of Directors may, in its sole  discretion,  require
such  undertaking  to be secured by way of  mortgages,  security  agreements  or
pledged. The Board of Directors may, in its sole discretion not require security
to be given in connection with such undertaking.

      ss.  5.6.Other  Rights.  The  indemnification  and advancement of expenses
provided  by, or granted  pursuant  to, the other  paragraphs  of this Article V
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification  or  advancement  of expenses  may be entitled  under any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in an official  capacity  and as to action in another  capacity  while
holding such office.

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<PAGE>



      ss. 5.7.Insurance. By action of the Board of Directors, notwithstanding an
interest of the  directors  in the action,  the  corporation  may  purchase  and
maintain insurance, in such amounts as the Board of Directors deems appropriate,
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 (including trustee) of another corporation,
partnership,  joint  venture,  trust or  other  enterprise  (including  employee
benefit plans),  against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such,  whether or not the  corporation  shall have the power to  indemnify  such
person against such liability under the provisions of this Article V.

      ss. 5.8.Continuation of Rights to Indemnification. The indemnification and
advancement  of expenses  provided  by, or granted  pursuant  to, this Article V
shall,  unless otherwise provided when authorized or ratified,  continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

      ss.  5.9.Protection  of Rights Existing at Time of Repeal or Modification.
Any repeal or  modification  of this  Article V shall not  adversely  affect any
right or protection of an indemnified person existing at the time of such repeal
or modification.

            ARTICLE VI.  CERTIFICATE FOR SHARES AND THEIR TRANSFER

      ss. 6.1.  Certificates for Shares.

      (A) Content.  Certificates representing shares of the corporation shall at
minimum,  state on their face the name of the  corporation and that it is formed
under  the laws of  Delaware;  the name of the  person to whom  issued;  and the
number  and class of shares  and the  designation  of the  series,  if any,  the
certificate  represents;  and be in such  form as  determined  by the  Board  of
Directors.  Such certificates  shall be signed (either manually or by facsimile)
by the  President  or a  Vice-President  and by the  Secretary  or an  Assistant
Secretary and may be sealed with a corporate seal or a facsimile  thereof.  Each
certificate for shares shall be consecutively numbered or otherwise identified.

      (B) Legend as to Class or Series.  If the  corporation  is  authorized  to
issue  different  classes  of shares or  different  series  within a class,  the
designation,  relative rights,  preferences,  and limitations applicable to each
class and the variations in rights, preferences,  and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series) must be summarized on the front or back of each  certificate.
Alternatively,  each  certificate may state  conspicuously  on its front or back
that the corporation will furnish the shareholder this information on request in
writing and without charge.

      (C)  Shareholder  List.  The name and  address  of the  person to whom the
shares  represented  thereby are  issued,  with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.


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      (D) Transferring  Shares. All certificates  surrendered to the corporation
for transfer shall be canceled and no new certificate  shall be issued until the
former  certificate for a like number of shares shall have been  surrendered and
canceled,  except that in case of a lost, destroyed,  or mutilated certificate a
new one may be issued  therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.

      ss. 6.2.  Shares Without Certificates.

      (A)  Issuing  Shares  Without  Certificates.  The Board of  Directors  may
authorize  the issue of some or all the  shares of any or all of its  classes or
series without  certificates.  The authorization  does not affect shares already
represented by certificates until they are surrendered to the corporation.

      (B)  Information  Statement  Required.  Within a reasonable time after the
issue or transfer of shares without certificates, the corporation shall send the
shareholder a written statement containing at minimum:

            (1)   the name of the issuing corporation and that it is organized 
                  under the law of the state of Delaware;

            (2)   the name of the person to whom issued; and

            (3)   the  number  and class of shares  and the  designation  of the
                  series, if any, of the issued shares.

      If the corporation is authorized to issue  different  classes of shares or
different  series  within a class,  the written  statement  shall  describe  the
designations,  relative rights, preferences,  and limitations applicable to each
class and the variation in rights,  preferences,  and limitations determined for
each series (and the authority of the Board of Directors to determine variations
for future series).

      ss.  6.3.  Registration  of the  Transfer of Shares.  Registration  of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order to  register a transfer,  the record  owner
shall  surrender  the  shares  to the  corporation  for  cancellation,  properly
endorsed by the appropriate  person or persons with  reasonable  assurances that
the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial  owner of shares held by a nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
the  shares  stand  on the  books of the  corporation  shall  be  deemed  by the
corporation to be the owner thereof for all purposes.

      ss.  6.4.  Restrictions  on  Transfer  of Shares  Permitted.  The Board of
Directors  (or  shareholders)  may  impose   restrictions  on  the  transfer  or
registration of transfer of shares (including any security  convertible into, or
carrying a right to subscribe for or acquire  shares).  A  restriction  does not
affect shares issued before the  restriction  was adopted  unless the holders of
the shares are  parties to the  restriction  agreement  or voted in favor of the
restriction.

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      A restriction on the transfer or registration of transfer of shares may be
authorized:

            (1)   to maintain the corporation's status when it is dependent on 
                  the number or identity of its shareholders'

            (2) to preserve exemptions under federal or state securities law;

            (3) for any other reasonable purpose.

      A restriction on the transfer or registration of transfer or shares may:

            (1)   obligate the  shareholder  first to offer the  corporation  or
                  other persons (separately,  consecutively,  or simultaneously)
                  an opportunity to acquire the restricted shares;

            (2)   obligate  the   corporation  or  other  persons   (separately,
                  consecutively,  or  simultaneously)  to acquire the restricted
                  shares;

            (3)   require  the  corporation,  the  holders  or any  class of its
                  shares,  or another  person to  approve  the  transfer  of the
                  restricted  shares,  if  the  requirement  is  not  manifestly
                  unreasonable;

            (4)   prohibit the transfer of the  restricted  shares to designated
                  persons or  classes  of  persons,  if the  prohibition  is not
                  manifestly unreasonable.

      A  restriction  on the  transfer or  resignation  of transfer of shares is
valid and  enforceable  against the holder or a transferee  of the holder if the
restriction   is   authorized  by  this  section  and  its  existence  is  noted
conspicuously  on the front or back of the  certificate  or is  contained in the
information  statement  required  by ss. 6.2 of this  Article VI with  regard to
shares  issued  without  certificates.  Unless so noted,  a  restriction  is not
enforceable against a person without knowledge of the restriction.

     ss. 6.5.  Acquisition of Shares. The corporation may acquire its own shares
and unless otherwise provided in the Certificate of Incorporation, the shares so
acquired constitute authorized but unissued shares or treasury shares, as may be
determined by the Board of Directors.

                          ARTICLE VII.  DISTRIBUTIONS

     ss. 7.1.  Distributions.  The Board of  Directors  may  authorize,  and the
corporation  may make,  distributions  (including  dividends on its  outstanding
shares) in the manner and upon the terms and  conditions  provided by law and in
the corporation's Certificate of Incorporation.

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                       ARTICLE VIII.  GENERAL PROVISIONS

      ss.  8.1.  Corporate  Seal.  The  Board of  Directors  may  provide  for a
corporate  seal which may be  circular  in form and have  inscribed  thereon any
designation  including  the name of the  corporation,  Delaware  as the state of
incorporation,  and the words  "Corporate  Seal".  The corporation  shall not be
required to have a corporate seal.

     ss.8.2. Fiscal Year. The fiscal year of the corporation shall be determined
by the Board of Directors.

      ss.8.3.  Evidence of Authority.  A  certificate  by the  Secretary,  or an
Assistant  Secretary,  or a temporary  secretary,  as to any action taken by the
shareholders,  directors,  a committee or any officer of  representative  of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     ss.8.4. Certificate of Incorporation. All references in these Bylaws to the
Certificate  of  Incorporation  shall be deemed to refer to the  Certificate  of
Incorporation of the Corporation, as amended and in effect from time to time.

     ss.8.5.  Pronouns.  All  pronouns  used in these  Bylaws shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                        ARTICLE IX.   EMERGENCY BYLAWS

      ss. 9.1.  Emergency Bylaws.  The following  provisions of this Article IX,
ss. 9.1  "Emergency  Bylaws"  shall be effective  during an  emergency  which is
defined  as when a quorum  of the  corporation's  directors  cannot  be  readily
assembled because of some catastrophic event. During such emergency:

      (a) Notice of Board Meetings.  Any one member of the Board of Directors or
any one of the following officers; President, any Vice-President,  Secretary, or
Treasurer, may call a meeting of the Board of Directors.  Notice of such meeting
need be given only to those  directors whom it is practicable to reach,  and may
be given in any  practical  manner,  including by  publication  and radio.  Such
notice shall be given at least six hours prior to commencement of the meeting.

      (b)  Temporary   Directors  and  Quorum.  One  or  more  officers  of  the
corporation  present at the emergency Board of Directors meeting,  may be deemed
to be directors  for the  meeting,  in order of rank and within the same rank in
order of seniority  as is necessary to achieve a quorum.  In the event that less
than quorum (as determined by Article III, ss. 3.6) of the directors are present
(including  any officers who are to serve as directors for the  meeting),  those
directors present (including the officers serving as directors) shall constitute
a quorum.

      (c) Actions  Permitted to Be Taken.  The Board of Directors as constituted
in paragraph (b), and after notice as set forth in paragraph (a) may:

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(1)  Officers'  Powers.  Prescribe  emergency  powers  to  any  officer  of  the
     corporation;

(2)  Delegation  of Any Power.  Delegate to any officer or director,  any of the
     powers of the Board of Directors;

(3)  Lines of Succession.  Designate lines of succession of officers and agents,
     in the event that any of them are unable to discharge their duties;

(4)  Relocate  Principal  Place of  Business.  Relocate the  principal  place of
     business,  or designate  successive  or  simultaneous  principal  places of
     business;

(5)  All Other Action. Take any other action, convenient,  helpful, or necessary
     to carry on the business of the corporation.


                            ARTICLE X.  AMENDMENTS

     ss. 10.1.  Amendments.  The  corporation's  Board of Directors may amend or
repeal the corporation's Bylaws unless:

      (1)   the Certificate of Incorporation  or the General  Corporation Act of
            the  State  of  Delaware  reserve  this  power  exclusively  to  the
            shareholders in whole or part; or

      (2)   the  shareholders  in  adopting,  amending or repealing a particular
            Bylaw provide expressly that the Board of Directors may not amend or
            repeal that Bylaw; or

      The  corporation's  shareholders  may  amend or repeal  the  corporation's
Bylaws  even  though the Bylaws may also be amended or  repealed by its Board of
Directors.

      ADOPTED THIS 2nd day of November, 1998




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