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<DESCRIPTION>BY LAWS
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                                 RESTATED BYLAWS

                                       OF

                       UNITED STATES ANTIMONY CORPORATION


                  Pursuant to ss. 35-1-234 of the Montana Business Corporation
Act, the undersigned corporation restates in their entirety the Bylaws of United
States Antimony Corporation as initially filed on January 15, 1970:

                                    ARTICLE I


                                     OFFICES


                  Section 1.1 Registered Office. The registered office of the
corporation required by the Montana Business Corporation Act ("MBCA") to be
continuously maintained in the state of Montana may, but need not, be the same
as any of its principal places of business in the state of Montana. In any case,
the corporation's registered office shall be the business office of the
registered agent required by the MBCA to be continuously maintained in the state
of Montana. The address of the registered office may be changed from time to
time by the Board of Directors or the president of the corporation by delivering
a statement to the Montana Secretary of State containing the information
required by the MBCA. (Mont. Code Ann. ss.ss. 35-1-313 and 35-1-314.)

                  Section 1.2 Principal Office; Other Offices. The corporation
may also have and maintain an office or principal place of business in Thompson
Falls, Montana, or at such other place as may be fixed by the Board of
Directors, and may also have offices at such other places, both within and
without the state of Montana, as the Board of Directors may from time to time
determine or the business of the corporation may require.

                                   ARTICLE II


                                 CORPORATE SEAL


                  Section 2.1       Corporate  Seal.  The corporation may have
a corporate seal, which may be altered at will by the Board of Directors.  The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.  (Mont. Code Ann.ss. 35-1-115(2)).

                                   ARTICLE III


                             SHAREHOLDERS' MEETINGS


                  Section 3.1 Place of Meetings. The Board of Directors may
designate any place, either within or without the state of Montana, as the place
of meeting for any annual meeting or for any special meeting of shareholders
called by or at the direction of the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the state of Montana, as the place for the
holding of such meeting. If no place is designated by the Board of Directors or
if a special meeting be called otherwise than by or at the direction of the
Board of Directors, the place of meeting shall be the principal office of the
corporation. (Mont. Code Ann. ss.ss. 35-1-516(2) and 35-1-517(3)).

                  Section 3.2 Annual Meetings. The annual meeting of the
shareholders of the corporation shall be held on the second Tuesday in the month
of March in each year at the hour of 2:00 p.m. (except that if said date is a
holiday, the meeting shall be held the next day at said time), or on such other
date and at such other time which may from time to time be designated by the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly come before the meeting. The
failure to hold an annual meeting at the time stated or otherwise designated as
provided herein shall not affect the validity of any corporate action. (Mont.
Code Ann. ss. 35-1-516).

                  Section 3.3       Special  Meetings.  Special meetings of the
shareholders of the corporation may be called at any time, for any purpose or
purposes, by the Board of Directors or the president of the corporation or by
the holders of at least ten percent (10%) of the votes entitled to be cast on
any issue proposed to be considered at the meeting (provided that such holders
sign, date and deliver to the corporation's secretary  one or more written
demands for the meeting describing the purpose(s) for which it is to be held)
or by the person or persons authorized to do so by the Restated Articles of
Incorporation.  Special meetings of the shareholders of the corporation may not
be called by any other person or persons.  (Mont. Code Ann.ss. 35-1-517(1)).

                  Section 3.4 Notice of Meetings. The corporation shall notify
shareholders of the date, time and place of each annual and special
shareholders' meeting no fewer than ten (10) nor more than sixty (60) days
before the meeting date. Unless otherwise required by law or the Restated
Articles of Incorporation, the corporation is required to give notice of a
meeting only to shareholders entitled to vote at the meeting. Unless otherwise
required by law or the Restated Articles of Incorporation, notice of an annual
meeting need not include a description of the purpose or purposes for which the
meeting is called. Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called. Only business within the
purpose(s) described in the special meeting notice may be conducted at such
special meeting. (Mont. Code Ann. ss.ss. 35-1-517(1),(4), 35-1-520).

                  Section 3.5 Waiver of Notice. Notice of any meeting of
shareholders may be waived in writing, signed by the person entitled to notice
thereof and delivered to the corporation for inclusion in the corporate minutes
or filing with the corporate records, either before or after the date and time
stated in the notice. A shareholder's attendance at a meeting 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, and further waives objection to consideration of a
particular matter at the meeting that is not within the purpose of purposes
described in the meeting notice unless the shareholder objects to considering
the matter when it is presented. Any shareholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given. (Mont. Code Ann. ss. 35-1-521).

                  Section 3.6 Voting Groups. "Voting group" means all shares of
one (1) or more classes or series that under the Restated Articles of
Incorporation or the MBCA are entitled to vote and be counted together
collectively on a matter at a meeting of shareholders. All shares entitled by
the Restated Articles of Incorporation or the MBCA to vote generally on the
matter are for that purpose a single voting group. If the Restated Articles of
Incorporation authorize the election of all or a specified number of directors
by the holders of one (1) or more authorized classes of shares, such class, or
classes, of shares is a separate voting group for purposes of the election of
directors. (Mont. Code Ann. ss.ss. 35-1-113(26), 35-1-420).

                  Section 3.7 Quorum. Shares entitled to vote as a separate
voting group may take action at a meeting only if a quorum of those shares
exists with respect to that matter. Unless the MBCA or the Restated Articles of
Incorporation impose a greater requirement, a majority of the votes, represented
in person or by proxy, entitled to be cast on a matter by the voting group shall
constitute a quorum of that voting group for action on that 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 any adjournment thereof unless a
new record date is or must be set for that adjourned meeting. (Mont. Code Ann.
ss.ss. 35-1-528(1),(2), 35-1-530(1)).

                  Section 3.8 Adjournment and Notice of Adjourned Meetings. Any
meeting of shareholders at which a quorum is present, whether annual or special,
may be adjourned from time to time by the vote of a majority of the votes
entitled to be cast at the meeting. If an annual or special shareholders'
meeting is adjourned to a different date, time or place, notice need not be
given of the new date, time or place if the new date, time or place is announced
at the meeting before adjournment. If a new record date for the adjourned
meeting is or must be fixed under Section 7.4, however, notice of the adjourned
meeting must be given under this Section to persons who are shareholders as of
the new record date. At the adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting. (Mont. Code
Ann. ss. 35-1-520(5)).

                  Section 3.9 Proxies. At all meetings of shareholders, a
shareholder may vote either in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for that shareholder by signing an appointment
form, either personally or by attorney-in-fact, or by transmitting or
authorizing the transmission of an appointment by telegram, cablegram,
telephone, fax, e-mail, internet, or other means of electronic transmission,
provided that the transmission contains sufficient information to demonstrate
that the transmission was authorized by the shareholder. The secretary of the
corporation or other officer or agent that receives the transmission shall
determine whether or not the transmission was authorized by the shareholder
based on the information contained in the transmission. The signature provisions
of Section 3.11 of these Bylaws pertaining to proxies do not apply to
transmissions that are determined to be authorized under the provisions of this
Section. An appointment of proxy is effective upon receipt, before or at the
time of the meeting, by the secretary of the corporation or other officer or
agent authorized to tabulate votes. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise expressly provided in
the appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest as defined in the MBCA. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the secretary or other officer or agent authorized to
tabulate votes before the proxy exercises the proxy's authority under the
appointment. An irrevocable proxy is revoked when the interest with which it is
coupled is extinguished. Subject to Section 3.12 of these Bylaws and to any
express limitation on the proxy's authority appearing on the face of the
appointment form, the corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment. (Mont. Code Ann.
ss. 35-1-525).

                  Section 3.10 Voting Rights (Cumulative Voting). Only shares
are entitled to vote. Except as otherwise provided by law, only persons in whose
names shares stand on the stock records of the corporation on the record date,
as provided in Sections 3.12 and 7.4 of these Bylaws, shall be entitled to vote
on any matter. Unless the Restated Articles of Incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one (1) vote on each
matter voted on at a shareholders' 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, unless the Restated Articles of Incorporation or the MBCA
require a greater number of affirmative votes. Unless otherwise provided in the
Restated Articles 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. At each election for directors each shareholder entitled to
vote at such election shall have the right to cumulate his votes by multiplying
the number of votes he is entitled to cast by the number of directors for whom
he is entitled to vote and casting the product for a single candidate or
distributing the product among two or more candidates. (Mont. Code Ann. ss.ss.
35-1-524(1), 35-1-528(3), 35-1-531).

                  Section 3.11      Corporation's  Acceptance  of  Votes .
(Mont. Code Ann.ss. 35-1-527).

                  (1) 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.

                  (2) 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:

                  (a)      The shareholder is an entity and the name signed
         purports to be that of an officer or agent of the entity;

                  (b) 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;

                  (c) 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;

                  (d) 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

                  (e) Two or more persons are the shareholder as cotenants or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-owners and the person signing appears to be acting on behalf
         of all the co-owners.

                  (3) 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.

                  (4)      The corporation is not entitled to vote treasury
shares.  Absent special circumstances, the corporation's shares are not entitled
to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and if this corporation owns, directly or indirectly, a
majority of the shares entitled to vote for directors of the second corporation;
 provided, however, that this provision does not limit the power of the
corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity.  (Mont. Code Ann.ss. 35-1-524).

                  Section 3.12 List of Shareholders. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of such meeting. The list
must be arranged by voting group, and within each voting group by class or
series of shares, and show the address and the number of shares registered in
the name of each shareholder. The shareholders' list must be available for
inspection by any shareholder, beginning two (2) business days after notice is
given of the meeting for which the list was prepared and continuing through the
meeting, at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held. A shareholder, his
agent, or attorney is entitled on written demand to inspect and, subject to the
requirements of Mont. Code Ann. ss. 35-1-1107(3), to copy the list, during
regular business hours and at his expense, during the period it is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder, his agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment. Refusal or failure to
prepare or make available the shareholders list does not affect the validity of
action taken at the meeting. (Mont. Code Ann. ss. 35-1-523).

                  Section 3.13 Conduct of Meeting. At every meeting of
shareholders, the Chairman of the Board of Directors, or, if a Chairman has not
been appointed or is absent, the president, or, if the president is absent, the
most senior vice president present, or in the absence of any such officer, a
chairman of the meeting chosen by a majority in interest of the shareholders
entitled to vote, present in person or by proxy, shall act as chairman. The
secretary or, in his absence, an assistant secretary directed to do so by the
president, shall act as secretary of the meeting.

                  Section 3.14 Action Without Meeting. Action required or
permitted by MBCA to be taken at a shareholders' meeting may be taken without a
meeting if the action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by all the shareholders entitled to vote on
the action, and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A consent signed under this Section has the
effect of a meeting vote and may be described as such in any document. If the
MBCA requires that notice of proposed action be given to nonvoting shareholders
and the action is to be taken by unanimous consent of the voting shareholders,
the corporation must give its nonvoting shareholders written notice of the
proposed action at least ten (10) days before the action is taken. The notice
must contain or be accompanied by the same material that, under the MBCA, would
have been required to be sent to nonvoting shareholders in a notice of meeting
at which the proposed action would have been submitted to the shareholders for
action. (Mont. Code Ann. ss. 35-1-519).

                  Section 3.15 Nomination of Directors. Nominations of persons
for election to the Board of Directors of this corporation at the annual meeting
of shareholders may be made at such meeting by or at the direction of the Board
of Directors, by any nominating committee or person appointed by the Board of
Directors, or by any shareholder of the corporation entitled to vote for the
election of directors at the meeting who timely complies with the notice
procedures herein set forth. To be timely, a shareholder's notice must be
delivered to, or mailed to and received by, the secretary of the corporation at
the corporation's principal executive offices not later than the December 31
immediately preceding the annual meeting.

                  Section 3.16 Business Introduced by Shareholders at Annual
Meetings. Where business introduced by a shareholder is not specified in the
notice of annual meeting, then (in addition to any other applicable
requirements) for business to be properly introduced by a shareholder at an
annual meeting of shareholders, the shareholder must have given timely notice
thereof in writing to the secretary of the corporation. To be timely, a
shareholder's notice must be delivered to, or mailed to and received by, the
secretary of the corporation in the same manner and subject to the same time
requirements provided in Section 3.15 of these Bylaws for shareholder notice of
nominations to the Board of Directors. A shareholder's notice must set forth, as
to each matter the shareholder proposes to bring before the meeting, (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and record
address of the shareholder proposing such business, (c) the class, series and
number of shares of the corporation's stock which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such business.

                                   ARTICLE IV


                                    DIRECTORS

                  Section 4.1       Powers.  All corporate powers must be
exercised by and under the authority, and the business and affairs of the
corporation must be managed under the direction, of the Board of Directors,
subject to any limitations set forth in the Restated Articles of Incorporation
or any shareholder agreement authorized by the MBCA.  (Mont. Code Ann.ss.ss.
35-1-416(2), 35-1-820).

                  Section 4.2 Fixed-Size Board; Qualifications. The number of
directors presently authorized is three (3). The number of directors may be
fixed or changed from time to time by the Board of Directors or the
shareholders; provided that the Board may not increase or decrease by more than
thirty (30) percent the number of directors last approved by the shareholders.
After shares are issued, only the shareholders may change from a fixed size
Board to a variable-range size Board or change the range for the size of the
Board. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. A director need not
be a resident of the state of Montana or a shareholder of the corporation unless
so required by the Restated Articles of Incorporation. If for any cause the
directors shall not have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of the shareholders called
for that purpose in the manner provided by law or in these Bylaws. (Mont. Code
Ann. ss.ss. 35-1-418, 35-1-419 and 35-1-421(3)).

                  Section 4.3       Term.  The terms of the initial directors
shall expire at the first shareholders meeting at which directors are elected.
Directors are elected at the first annual meeting of shareholders and at each
annual meeting thereafter.  Each director shall serve until the next annual
meeting of shareholders and thereafter, despite the expiration of his term,
until his successor is duly elected and qualifies, or until there is a decrease
in the number of directors, or until his earlier death, resignation or removal.
(Mont. Code Ann.ss.ss. 35-1-419, 35-1-421).

                  Section 4.4       Resignation.  A director may resign at any
time by delivering written notice to the Board of Directors, its chairman, or
the corporation.  A resignation is effective when the notice is delivered unless
 the notice specifies a later effective date, in which event the resignation
shall become effective at such later time.  Unless specified in such notice, the
 acceptance of any such resignation shall not be necessary to make it
effective.  (Mont. Code Ann.ss. 35-1-423).

                  Section 4.5 Removal. The shareholders may remove one (1) or
more directors with or without cause unless the Articles of Incorporation
provide that directors may be removed only for cause. If cumulative voting is
authorized, a director may not be removed if the votes cast against the
director's removal would be sufficient to elect him if cumulatively voted at an
election of the entire board of directors or, if there are classes of directors,
at an election of the class of directors of which the director is a part. If
cumulative voting is not authorized, a director or the entire Board of Directors
may be removed only by a vote of the holders of two-thirds of the shares
entitled to vote at an election of directors unless otherwise provided by the
Restated Articles of Incorporation. A director may be removed by the
shareholders only at a meeting called for the purpose of removing him; and the
meeting notice must state that the purposes, or one of the purposes, of the
meeting is removal of the director. (Mont. Code Ann. ss. 35-1-424(1), (3), (4)).

                  Section 4.6       Newly  Created Directorships  and Vacancies.
Unless the Articles of Incorporation provide otherwise, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause may be filled by the affirmative vote
of a majority of the remaining directors then in office even if they
constitute fewer than a quorum of the authorized Board of Directors, or may be
filled by the shareholders.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.  (Mont. Code Ann.
ss.ss. 35-1-421(4), 35-1-426(1)).

                  Section 4.7       Meetings.

                  (1) Annual Meetings. The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of shareholders and
at the place where such meeting is held. No notice of an annual meeting of the
Board of Directors shall be necessary; and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

                  (2)      Place of Meetings.  Regular and special meetings of
the Board of Directors, or of any committee designated by the Board, may be
held at any place within or without the state of Montana.  (Mont. Code Ann.ss.
35-1-431(1)).

                  (3)      Telephone Meetings.  Unless the Restated Articles of
Incorporation provide otherwise, the Board of Directors may permit any or all
directors to 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 simultaneously hear each other during the meeting.  A director
participating in a meeting by this means is considered to be present in
person at the meeting.  (Mont. Code Ann.ss. 35-1-431(2)).

                  (4)      Notice of Meetings.  Notice of the date, time and
place of any regular or special meeting of the Board of Directors shall be
delivered at least two (2) days prior to the meeting; provided that the Board
of Directors may provide, by resolution, the date, time and place, either
within or without the state of Montana, for the holding of regular meetings
without notice other than such resolution. Neither the business to be transacted
at, nor the purpose or purposes of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.  (Mont. Code Ann.ss. 35-1-433).

                  (5) Waiver of Notice. A director may waive any notice required
by the MBCA, the Restated Articles of Incorporation or these Bylaws at any time
before or after the date and time stated in the notice. Except as otherwise
provided below in this Section 4.7(5), such waiver must be in a writing signed
by the director and filed with the minutes or corporate records. The attendance
of a director at or participation in a meeting shall constitute a waiver of
notice of such meeting unless the director, at the beginning of the meeting, or
promptly upon his arrival, objects to holding the meeting or transacting any
business at the meeting and does not vote for or assent to any action taken at
the meeting. (Mont. Code Ann. ss. 35-1-434).

                  Section 4.8       Quorum  and  Voting.

                  (1)      Quorum.  Unless the Restated Articles of
Incorporation or these Bylaws require a greater number or unless otherwise
specifically provided by the MBCA, a quorum of the Board of Directors consists
of (a) a majority of the fixed number of directors if the corporation has a
fixed board size or (b) a majority of the number of directors prescribed, or
if no number is prescribed the number in office immediately before the meeting
begins, if the corporation has a variable-range size board.  (Mont. Code Ann.ss.
 35-1-435(1)).

                  (2)      Majority Vote.  If a quorum is present when a vote
is taken, the affirmative vote of the majority of the directors present shall
be the act of the Board of Directors, unless the Restated Articles of
Incorporation or these Bylaws require the vote of a greater number of directors.
(Mont. Code Ann.ss. 35-1-435(3)).

                  (3)      Deemed Assent.  A director of the corporation who is
present at a meeting of the Board of Directors (or any committee thereof) at
which action on any corporate matter is taken is deemed to have assented to the
 action taken unless (a) he objects at the beginning of the meeting, or
promptly upon his arrival, to holding it or transacting business at the meeting,
 (b) his dissent or abstention from the action taken is entered in the
minutes of the meeting, or (c) 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 the adjournment of the meeting.  Such right to
 dissent is not available to a director who voted in favor of the action
taken.  (Mont. Code Ann.ss. 35-1-435(4), (5)).

                  Section 4.9 Action Without a Meeting. Unless otherwise
provided by the Restated Articles of Incorporation, any action required or
permitted by the MBCA to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if the action is taken by
all members of the Board or of the committee, as the case may be. The action
must be evidenced by one or more written consents describing the action taken,
signed by each member of the Board of Directors or of the committee, as the case
may be, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section is effective when
the last director signed the consent, unless the consent specifies a different
effective date. A consent signed under this Section has the effect of a meeting
vote and may be described as such in any document. (Mont. Code Ann. ss.
35-1-432).

                  Section 4.10 Fees and Compensation. Unless the Restated
Articles of Incorporation provide otherwise, the Board of Directors may fix the
compensation of directors. Such compensation may include a fixed fee or salary
payable in cash or the corporation's stock or any combination thereof, with or
without expenses of attendance, for serving on the Board of Directors and
attendance at each meeting of the Board of Directors and at each meeting of any
committee of the Board of Directors. Nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity as
an officer, agent, consultant, employee, or otherwise and receiving compensation
therefor. (Mont. Code Ann. ss. 35-1-427).

                  Section 4.11 General Standards for Directors. A director shall
discharge his duties as director, including his duties as a member of any
committee of the Board of Directors on which he may serve, in good faith, with
the care an ordinarily prudent person in a similar position would exercise under
similar circumstances, and in a manner he reasonably believes to be in the best
interests of the corporation. In discharging his duties, a director shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, if prepared or presented by:

                           (a)      One (1) or more officers or employees of
the corporation whom the director reasonably believes to be reliable and
competent in the matters presented;

                           (b)      Attorneys, public accountants or other
persons as to matters the director reasonably believes are within the person's
professional or expert competence; or

                           (c)      A committee of the Board of which he is not
 a member if the director reasonably believes the committee merits confidence.

                  A director is not acting in good faith if he has knowledge
concerning the matter in question that makes such reliance otherwise permitted
by this Section unwarranted.  (Mont. Code Ann.ss. 35-1-418).

                  Section 4.12      Committees.  (Mont. Code Ann.ss. 35-1-439).
                                    ----------

                  (1) Unless the Restated Articles of Incorporation provide
otherwise, 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, each of whom shall serve at the pleasure of the Board of
Directors.

                  (2)      The creation of a committee and appointment of
members to it must be approved by the greater of:

                           (a)      A majority of all the directors in office
when the action is taken; or

                           (b)      The number of directors required by the
Restated Articles of Incorporation or Section 4.8(2) of these Bylaws to take
action.

                  (3) Sections 4.7 through 4.9 of these Bylaws, which govern
meetings, notice and waiver of notice, action without meetings, and quorum and
voting requirements of the Board of Directors, apply to committees and their
members as well.

                  (4) To the extent specified by the Board of Directors or in
the Restated Articles of Incorporation or these Bylaws, each committee may
exercise the authority of the Board of Directors under Section 4.1 of these
Bylaws.

                  (5)      A committee may not, however:

                  (a)      Authorize distributions;

                  (b)      Approve or propose to shareholders action that the
MBCA requires be approved by shareholders;

                  (c)      Fill vacancies on the Board of Directors or on any
of its committees;

                  (d)      Amend the Restated Articles of Incorporation;

                  (e)      Adopt, amend, or repeal the Bylaws;

                  (f)      Approve a plan of merger not requiring shareholder
approval;

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

                  (h) 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.

                  (6) The creation of, delegation of authority to, or action by
a committee does not alone constitute compliance of a director with the
standards of conduct described in the MBCA or Section 4.11 of these Bylaws.

                                    ARTICLE V


                         DIRECTOR CONFLICTS OF INTEREST


                  Section 5.1       Definitions.  (Mont. Code Ann.ss. 35-1-461).
  In Sections 5.1 through 5.4 of these Bylaws:

                  (1) "Conflicting interest" with respect to a corporation means
the interest a director of the corporation has respecting a transaction effected
or proposed to be effected by the corporation or by a subsidiary of the
corporation or any other entity in which the corporation has a controlling
interest if:

                  (a) Regardless of whether the transaction is brought before
         the Board of Directors of the corporation for action, the director
         knows at the time of commitment that he or a related person is a party
         to the transaction or has a beneficial financial interest in or is so
         closely linked to the transaction and the transaction is of such
         financial significance to the director or a related person that the
         interest would reasonably be expected to exert an influence on the
         director's judgment the director were called upon to vote on the
         action; or

                  (b) The transaction is brought, or is of such character and
         significance to the corporation that it would in the normal course be
         brought, before the Board of Directors of the corporation for action
         and the director knows at the time of commitment that any of the
         following persons is either a party to the transaction or has a
         beneficial financial interest in or is so closely linked to the
         transaction and the transaction is of such financial significance to
         the person that the interest would reasonably be expected to exert an
         influence on the director's judgment if the director were called upon
         to vote on the transaction:

                                            (i)      An entity, other than the
corporation, of which the director is a director, general partner, agent, or
                  employee;

                                            (ii)     A person that controls one
 or more of the entities specified in subclause (i) of this subsection or an
                  entity that is controlled by, or is under common control with,
 one or more of the entities specified in subclause (i) of this subsection; or

                                            (iii)    An individual who is a
principal, general partner, or employer of the director.

                  (2) "Director's conflicting interest transaction", with
respect to a corporation, means a transaction effected or proposed to be
effected by the corporation or by a subsidiary of the corporation or any other
entity in which the corporation has a controlling interest in which transaction
a director of the corporation has a conflicting interest.

                  (3)      "Related person" means:

                  (a)      The spouse or a parent or sibling of a spouse of the
 director;

                  (b)      A child, grandchild, sibling, parent or spouse of any
 child, grandchild, sibling, or parent of the director;

                  (c)      An individual having the same residence as the
director;

                  (d)      A trust or estate of which an individual specified in
 this subsection (3) is a substantial beneficiary; or

                  (e)      A trust, estate, incompetent person, conservatee, or
minor for whom the director is a fiduciary.

                  (4)      "Required disclosure" means disclosure by the
director, who has a conflicting interest, of:

                  (a)      The existence and nature of his conflicting interest;
 and

                  (b) All facts known to the director respecting the subject
         matter of the transaction that an ordinarily prudent person would
         reasonably believe to be material to a judgment about whether or not to
         proceed with the transaction.

                  (5) "Time of commitment" respecting a transaction means the
time when the transaction is consummated or, if made pursuant to contract, the
time when the corporation or its subsidiary or the entity in which it has a
controlling interest becomes contractually obligated so that its unilateral
withdrawal from the transaction would entail significant loss, liability, or
other damage.

                  Section 5.2       Permissible Transactions.  The corporation
 may enter into a director's conflict of interest transaction if either
directors' action or shareholders' action respecting the transaction is taken at
 any time in compliance with Sections 5.3 or 5.4 of these Bylaws,
respectively.  (Mont. Code Ann.ss. 35-1-462).

                  Section 5.3       Directors'  Action.  (Mont. Code Ann.ss.
35-1-463).


                  (1) For purposes of Section 5.2 of these Bylaws, directors'
action respecting a transaction is effective if the transaction received the
affirmative vote of a majority, but no fewer than two (2), of those qualified
directors on the Board of Directors or on an empowered committee of the Board
who voted on the transaction after either required disclosure to them, to the
extent the information was not known by them, or compliance with subsection (2)
of this Section. Action by a committee is so effective only if all its members
are qualified directors or its members are either all the qualified directors on
the Board or are appointed by the affirmative vote of a majority of the
qualified directors on the Board.

                  (2) If a director has a conflicting interest respecting a
transaction but neither the director nor a related person of the director
specified in Section 5.1(3)(a) of these Bylaws is a party to the transaction,
and if the director has a duty under law or professional canon or a duty of
confidentiality to another person respecting information relating to the
transaction such that the director may not make the disclosure described in
Section 5.1(4)(b) of these Bylaws then disclosure is sufficient for purposes of
subsection (1) of this Section if the director:

                  (a) Discloses to the directors voting on the transaction the
         existence and nature of the conflicting interest and informs them of
         the character and limitations imposed by that duty before their vote on
         the transaction; and

                  (b)      Plays no part, directly or indirectly, in their
deliberations or vote.

                  (3) A majority, but no fewer than two (2), of all the
qualified directors on the Board of Directors or on the committee constitutes a
quorum for purposes of action that complies with this Section. Directors' action
that otherwise complies with this Section is not affected by the presence or
vote of a director who is not a qualified director.

                  (4) For purposes of this Section, "qualified director" means,
with respect to a director's conflicting interest transaction, any director who
does not have either a conflicting interest respecting the transaction or a
familial, financial, professional, or employment relationship with a second
director who does have a conflicting interest respecting the transaction, which
relationship would, in the circumstances, reasonably be expected to exert an
influence on the first director's judgment when voting on the transaction.

                  Section 5.4       Shareholders'  Action.  (Mont. Code Ann.ss.
35-1-464).

                  (1) For purposes of Section 5.2 of these Bylaws, shareholders'
action respecting a transaction is effective if a majority of the votes entitled
to be cast by the holders of all qualified shares were cast in favor of the
transaction after:

                  (a)      Notice to shareholders describing the director's
conflicting interest transaction;

                  (b)      Provision of the information referred to in
subsection (3) of this Section; and

                  (c)      Required disclosure to the shareholders who voted on
 the transaction, to the extent the information was not known by them.

                  (2) A majority of the votes entitled to be cast by the holders
of all qualified shares constitutes a quorum for purposes of action that
complies with this Section. Subject to the provisions of subsection (3) of this
Section, shareholders' action that otherwise complies with this Section is not
affected by the presence of shareholders, or the voting, of shares that are not
qualified shares.

                  (3) For purposes of compliance with subsection (1) of this
Section, a director who has a conflicting interest respecting the transaction
shall, before the shareholders' vote, inform the secretary or other office or
agent of the corporation authorized to tabulate votes of the number of all
shares and the identity of persons holding or controlling the vote of all shares
that the director knows are beneficially owned by or the voting of which is
controlled by the director or by a related person of the director, or both.

                  (4) For purposes of this Section, "qualified shares" means any
shares entitled to be voted with respect to the director's conflicting interest
transaction except shares that, to the knowledge, before the vote, of the
secretary, or other officer or agent of the corporation authorized to tabulate
votes, are beneficially owned or the voting of which is controlled by a director
who has a conflicting interest respecting the transaction or by a related person
of the director, or both.

                                   ARTICLE VI


                                    OFFICERS


                  Section 6.1       Officers  Designated.  The officers of the
corporation consist of a president, a secretary and a treasurer, each of whom
shall be appointed by the Board of Directors.  The Board of Directors or the
president may appoint such other officers or assistant officers as may be deemed
necessary or desirable.  The same individual may simultaneously hold more than
one office. (Mont. Code Ann.ss. 35-1-441).

                  Section 6.2       Tenure  and  Duties  of  Officers.

                  (1) Term of Office. Each officer shall hold office at the
pleasure of the Board of Directors or until death, resignation or removal. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.

                  (2) The President. The president shall be the principal
executive officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. If so authorized by the Board of Directors, he may
appoint such other officers or assistant officers as he deems appropriate to the
conduct of the corporation's business. He shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. He may sign, with
the secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
the president shall perform all duties commonly incident to the office of
president and such other duties as may be prescribed by the Board of Directors
from time to time. (Mont. Code Ann. ss. 35-1-441(2)).

                  (3) The Vice President. In the absence of the president or in
the event of his removal, resignation, death, or inability or refusal to act,
the vice president (or in the event there is more than one vice president, the
vice presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation; and the vice president shall perform other duties commonly
incident to the office of vice president and such other duties as from time to
time may be assigned to him by the president or by the Board of Directors.

                  (4)      The Secretary.  The secretary shall:  (i) attend all
meetings and keep the minutes of the meetings and other proceedings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (ii) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (iii) be custodian of and
responsible for authentication of the corporate records, and be custodian of the
seal of the corporation and see that seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal
is duly authorized; (iv) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder; (v)
sign, with the president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (vi) have general charge of the stock transfer books of
 the corporation; and (vii) in general perform all duties commonly incident to
the office of secretary and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.  (Mont. Code Ann.
ss. 35-1-441(3)).

                  (5) The Treasurer. The treasurer shall: (i) have charge and
custody of and be responsible for all funds and securities of the corporation;
(ii) receive and give receipts for monies due and payable to the corporation
from any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VIII of these Bylaws; and
(iii) in general perform all of the duties commonly 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.

                  (6) 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, 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 treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, or by the president or the
Board of Directors.

                  Section 6.3       Resignations.  Any officer may resign at any
 time by delivering written notice to the corporation.  A resignation is
effective when the notice is delivered unless the notice specifies a later
 effective date, in which event the resignation shall become effective at such
later time.  Unless otherwise specified in such notice, the acceptance of any
such resignation shall not be necessary to make it effective.  (Mont. Code Ann.
ss. 35-1-444(1)).

                  Section 6.4       Removal.  The Board of Directors may remove
 any officer at any time without or without cause.  (Mont. Code Ann. ss.
35-1-444(2)).

                  Section 6.5 Contract Rights. An officer's removal does not
affect the officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the corporation's contract rights, if any, with the
officer.

                  Section 6.6 Compensation. The compensation of the officers
shall be fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such compensation by reason of the fact that such
officer is also a director of the corporation.

                  Section 6.7       Standards  of  Conduct. (Mont. Code Ann.ss.
35-1-443).

                  (1)      An officer with discretionary authority shall
discharge his duties under that authority:


                  (a)      In good faith;

                  (b)      With the care an ordinarily prudent person in a
similar position would exercise under similar circumstances; and

                  (c)      In a manner the officer reasonably believes to be in
 the best interests of the corporation.

                  (2) In discharging his duties, an officer is entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

                  (a)      One or more officers or employees of the corporation
whom the officer reasonably believes to be reliable and competent in the
         matters presented; or

                  (b) Attorneys, public accountants, or other persons as to
         matters the officer reasonably believes are within the person's
         professional or expert competence.

                  (3) An officer is not acting in good faith if he has knowledge
concerning the matter in question that makes reliance otherwise permitted by
subsection (2) of this Section unwarranted.

                                   ARTICLE VII


                      SHARES OF STOCK AND OTHER SECURITIES


                  Section 7.1 Form and Execution of Certificates. Certificates
representing shares of the corporation shall be in such form as shall be
determined by the Board of Directors. At a minimum, each share certificate must
state on its face: (a) the name of the corporation and that it is organized
under the law of the state of Montana; (b) the name of the person to whom the
certificate is issued; and (c) the number and class of shares and the
designation of the series, if any, that the certificate represents. If the
corporation is authorized to issue different classes of shares or different
series within a class, the designations, relative rights, preferences, and
limitations applicable to each class, 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. Share
certificates shall be signed by the president or a vice president and by the
secretary or an assistant secretary and may be sealed with the corporate seal or
a facsimile thereof. The signatures of any such officer upon a share certificate
may be a facsimile. If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid. (Mont. Code Ann. ss. 35-1-626).

                  Section 7.2 Lost Certificates. The corporation may issue a new
share certificate in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen, destroyed or mutilated; and the
corporation may require the owner of such lost, stolen destroyed or mutilated
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify it against any claim that may be made against the
corporation on account of the alleged loss, theft, destruction or mutilation of
any such certificate or the issuance of such new certificate.

                  Section 7.3 Transfers. Each share certificate shall be
consecutively numbered or otherwise identified. 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. All certificates surrendered to the corporation for transfer shall
be cancelled; and, except as provided in Section 7.2 of these Bylaws or as
authorized by the Board of Directors, no new certificate shall be issued until
the former certificate for a like number of shares shall have been surrendered
and cancelled. Transfer of record of shares of stock of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the corporation, and
(except as provided in Section 7.2 of these Bylaws) on surrender for
cancellation of a properly endorsed certificate or certificates for a like
number of shares.

                  Section 7.4 Fixing Record Dates. In order that the corporation
may determine the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock, or to demand a special
meeting, or to take any other action, the Board of Directors may fix a future
date as a record date. A record date may not be more than seventy (70) days
before the meeting or action requiring a determination of shareholders. If no
record date is fixed by the Board of Directors: (a) the record date for
determining shareholders entitled to notice of and to vote at an annual or
special meeting of shareholders is the day before the first notice is delivered
to shareholders; (b) the record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting shall be the
day on which the first shareholder signs the consent; (c) the record date for
determining shareholders entitled to demand a special meeting is the date the
first shareholder signs the demand; (d) the record date for determining
shareholders entitled to a distribution, other than one involving a repurchase
or reacquisition of shares, is the date of Board of Directors authorizes the
distribution; and (e) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting. (Mont. Code Ann. ss.ss. 35-1-712(2); 35-1-517(2); 35-1-519(2);
35-1-520(4); 35-1-522).

                  Section 7.5       Issuance, Transfer  and  Registration  of
 Shares.  (Mont. Code Ann.ss. 35-1-623(2), (3), (5)).

                  (1) The Board of Directors may authorize shares to be issued
for consideration consisting of any tangible or intangible property or benefit
to the corporation, including cash, promissory notes, services performed,
contracts for services to be performed, or other securities of the corporation.

                  (2) Before the corporation issues shares, the Board of
Directors must determine that the consideration received or to be received for
shares to be issued is adequate.

                  (3) The corporation may place in escrow shares issued for a
contract for future services or benefits or a promissory note, or the
corporation may also make other arrangements to restrict the transfer of the
shares and may credit distributions in respect of the shares against their
purchase price until the services are performed, the note is paid, or the
benefits received. If the services are not performed, the note is not paid, or
the benefits are not received, the shares escrowed or restricted and the
distributions credited may be canceled in whole or in part.

                  (4) The Board of Directors may make such rules and
regulations, not inconsistent with law or with these Bylaws, as it may deem
advisable concerning the issuance, transfer and registration of certificates for
shares of stock of the corporation. The Board of Directors may appoint a
transfer agent or registrar of transfers, or both, and may require all
certificates for shares of the corporation to bear the signature of either or
both.

                  Section 7.6 Registered Shareholders. The corporation shall be
entitled to recognize the exclusive right of a person duly registered in its
books as the owner of its shares to receive dividends and to vote as such owner,
to receive notice, and for all other purposes incident to ownership of such
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not
it shall have express or other notice thereof, except as otherwise provided by
Montana law.

                  Section 7.7 Execution of Other Securities. All bonds,
debentures and other corporate securities of the corporation, other than share
certificates, may be signed by the president or any vice president, or such
other person as may be authorized by the Board of Directors; and the corporate
seal may be impressed thereon or a facsimile of such seal imprinted thereon and
attested by the signature of the secretary or an assistant secretary; provided,
however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature of a trustee under an indenture
pursuant to which such bond, debenture or other corporate security shall be
issued, the signatures of the persons signing and attesting the corporate seal
on such bond, debenture or other corporate security may be the imprint facsimile
of the signature of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as
aforesaid, shall be signed by the treasurer or an assistant treasurer of the
corporation or such other person as may be authorized by the Board of Directors,
or be imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

                                  ARTICLE VIII


                     EXECUTION OF CORPORATE INSTRUMENTS AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION


                  Section 8.1 Execution of Corporate Instruments. The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the corporation any corporate instrument or document, or to sign the
corporation's name on behalf of the corporation, or to enter into contracts on
behalf of the corporation, except where otherwise provided by law or these
Bylaws; and such execution or signature shall be binding upon the corporation.
Authorization granted to any person hereunder may be general or confined to
specific instances.

                  Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, promissory notes, deeds of trust,
mortgages and other evidences of indebtedness of the corporation, and
certificates of shares of stock owned by the corporation shall be executed,
signed or endorsed by the president or any vice president and by the secretary
or treasurer or any assistant secretary or assistant treasurer. All other
instruments and documents requiring the corporate signature may be executed as
aforesaid or in such manner as may be directed by the Board of Directors.

                  Section 8.2 Loans. No loan shall be contracted on behalf of
the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by resolution of the Board of Directors. Such authorization
may be general or confined to specific instances.

                  Section 8.3 Deposits and Checks. All funds of the corporation
not otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies, securities brokerage firms or other
depositories as the Board of Directors may select. All checks and drafts drawn
on banks or other depositories on funds to the credit of the corporation or in
special accounts of the corporation shall be signed by such person or persons as
the Board of Directors shall authorize to do so. Such authorization may be
general or confined to specific instances.

                  Section 8.4 Voting of Securities Owned by the Corporation. All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
to do so by resolution of the Board of Directors, or, in the absence of such
authorization, by the president or any vice president.

                                   ARTICLE IX


                                    DIVIDENDS


                  Section 9.1       Declaration  and  Payment  of  Dividends.
 Dividends upon the capital stock of the corporation, subject to restriction by
the Restated Articles of Incorporation and the limitations in Mont. Code Ann.ss.
 35-1-712(3), may be declared by the Board of Directors pursuant to law at any
regular or special meeting.  Dividends may be paid by the corporation in cash,
property or, subject to restriction by the Restated Articles of Incorporation
and the MBCA, in shares of its stock.  (Mont. Code Ann.ss.ss. 35-1-624(1),(2),
35-1-712(1),(3)).

                  Section 9.2 Dividend Reserve. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors may from time to time, in
its absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the Board of Directors
shall think conducive to the interests of the corporation; and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

                                    ARTICLE X


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS


                  Section 10.1 Scope of Indemnification. The corporation shall
indemnify and advance funds to or for the benefit of the directors and officers
of the corporation to the fullest extent permitted by the MBCA, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than the MBCA permitted the corporation to provide prior
to such amendment).

                  Section 10.2      Mandatory  Indemnification  of  Directors.
 The corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
 a party because he is or was a director of the corporation, against
reasonable expenses incurred by him in connection with the proceeding. (Mont.
Code Ann.ss. 35-1-453).

                  Section 10.3      Further  Indemnification  of  Directors.
(Mont. Code Ann.ss. 35-1-452).

                  (1) Except as otherwise provided in this Section 10.3, an
individual made a party to a proceeding because he is or was a director may be
indemnified against liability incurred in the proceeding if:

                           (a)      He conducted himself in good faith;

                  (b)      He reasonably believed:

                                    (i)     In the case of conduct in his
official capacity with the corporation, that his conduct was in thecorporation's
                  best interests; and

                                    (ii)    In all other cases, that his conduct
 was at least not opposed to the corporation's best interests; and

                  (c)      In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

                  (2) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in the interests of
the participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (1)(b)(ii) of this Section.

                  (3) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, a determination that the director did not meet the standard of
conduct described in this Section.

                  (4)      The corporation may not indemnify a director under
this section:

                  (a)      In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the
         corporation; or

                  (b) In connection with any other proceeding charging improper
         personal benefit to the director, whether or not involving action in
         the director's official capacity, in which the director was adjudged
         liable on the basis that personal benefit was improperly received by
         the director.

                  (5) Indemnification permitted under this Section in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

                  Section 10.4      Advance  for  Expenses.  (Mont. Code Ann.
ss.ss. 35-1-454).

                  (1) The corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

                  (a) The director furnishes the corporation a written
         affirmation of the director's good faith belief that the director has
         met the standard of conduct described in Section 10.3(1) of these
         Bylaws;

                  (b) The director furnishes the corporation a written
         undertaking, executed personally or on the director's behalf, to repay
         the advance if it is ultimately determined that the director did not
         meet the standard of conduct described in Section 10.3(1) of these
         Bylaws; and

                  (c)      A determination is made that the facts then known to
 those making the determination would not preclude indemnification under the
         MBCA.

                  (2) The undertaking required by subsection (1)(b) of this
Section must be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

                  Section 10.5      Determination  of  Indemnification.  (Mont.
 Code Ann.ss. 35-1-456).

                  (1) The corporation may not indemnify a director under Section
10.3 of these Bylaws unless a determination has been made that indemnification
of the director is permissible in the circumstances because the director has met
the standard of conduct set forth in Section 10.3(1) of these Bylaws.


                  (2)      The determination must be made:

                  (a)      By the Board of Directors by majority vote of a
quorum consisting of directors not at the time parties to the proceeding;

                  (b) If a quorum cannot be obtained under subsection (2)(a) of
         this Section, by majority vote of a committee designated by the Board
         of Directors, in which designated directors who are parties may
         participate, consisting solely of two or more directors not at the time
         parties to the proceeding;

                  (c)      By special legal counsel:

                                    (i)     Selected by the Board of Directors
or its committee in the manner prescribed in subsection (2)(a) or (2)(b) of
                  this Section; or

                                    (ii) If a quorum of the Board of Directors
                  cannot be obtained under subsection (2)(a) of this Section and
                  a committee cannot be designated under subsection (2)(b) of
                  this Section, selected by majority vote of the full Board of
                  Directors in which selected directors who are parties may
                  participate; or

                  (d) By the shareholders, but shares owned by or voted under
         the control of directors who are at the time parties to the proceeding
         may not be voted on the determination.

                  Section 10.6      Indemnification  of  Officers.  Unless the
corporation's Restated Articles of Incorporation provide otherwise:


                  (1)      An officer of the corporation who is not a director
is entitled to mandatory indemnification under Section 10.2 of these Bylaws
and is entitled to apply for court-ordered indemnification under Mont. Code Ann.
ss. 35-1-455 to the same extent as a director;

                  (2)      The corporation may indemnify and advance expenses
under the MBCA to an officer, employee, or agent of the corporation who is not
a director to the same extent as to a director; and

                  (3)      The corporation may also indemnify and advance
expenses to an officer, employee, or agent who is not a director to the extent,
consistent with public policy, that may be provided by its Restated Articles of
 Incorporation, these Bylaws, general or specific action of its Board of
Directors, or contract.  (Mont. Code Ann.ss. 35-1-457).

                  Section 10.7      Insurance.  The corporation may purchase
and maintain insurance on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation or who, while a director,
officer, employee, or agent of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the corporation would have power to
 indemnify him against the same liability under Section 10.2 or Section 10.3
of these Bylaws.  (Mont. Code Ann.ss. 35-1-458).

                  Section 10.8      Definitions.  (Mont. Code Ann.ss. 35-1-451).
  In Sections 10.1 through 10.8 of these Bylaws:


                  (1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

         (2) (a) "Director" means an individual who is or was a director of the
         corporation or an individual who, while a director of the corporation,
         is or was serving at the corporation's request as a director, officer,
         partner, trustee, employee, or agent of another foreign or domestic
         corporation, partnership, joint venture, trust, employee benefit plan,
         or other enterprise. A director is considered to be serving an employee
         benefit plan at the corporation's request if the director's duties to
         the corporation include duties or services by him to the plan or to
         participants in or beneficiaries of the plan.

                  (b)      Director includes, unless the context requires
otherwise, the estate or personal representative of a director.

                  (3)      "Expenses" include attorney fees.

                  (4) "Liability" means the obligation to pay a judgment,
settlement, penalty, or fine, including an excise tax assessed with respect to
an employee benefit plan, or to pay reasonable expenses incurred with respect to
a proceeding.

                  (5)      (a)      "Official capacity" means:

                           (i)      When used with respect to a director, the
office of director in a corporation; or

                                    (ii) When used with respect to an individual
                  other than a director, as contemplated in Section 10.6 of
                  these Bylaws, the office in a corporation held by the officer
                  or the employment or agency relationship undertaken by the
                  employee or agent on behalf of the corporation.

                  (b) Official capacity does not include service for any other
         foreign or domestic corporation or any partnership, joint venture,
         trust, employee benefit plan, or other enterprise.

                  (6)      "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

                  (7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

                  Section 10.9 Amendments. Any repeal or modification of this
Article X shall only be prospective and shall not affect the rights under this
Article X in effect at the time of the alleged occurrence of any action or
omission to act that is the cause of any proceeding against any director or
officer.

                  Section 10.10 Saving Clause. If this Article X of these Bylaws
or any portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless indemnify each
director and may nevertheless indemnify each officer to the full extent
permitted by any applicable portion of this Article X that shall not have been
invalidated, or by any other applicable law.

                                   ARTICLE XI


                                     NOTICES


                  Section 11.1      Methods  of  Notice.

                  (1)      Any notice under the MBCA or these Bylaws must be in
writing unless oral notice is reasonable under circumstances.

                  (2) Notice may be communicated in person; by telephone,
telegraph, teletype, facsimile, or other form of wire or wireless communication;
or by mail or private carrier. If these forms of personal notice are
impracticable, notice may be communicated by a newspaper of general circulation
in the area where it is published or by radio, television, or other form of
public broadcast communication.

                  (3)      It shall not be necessary that the same method of
giving notice be employed in respect of all directors or shareholders.  One
permissible method may be employed in respect of any one or more directors or
shareholders, and any other permissible method or methods may be employed in
respect of any other or others.  (Mont. Code Ann.ss. 35-1-116(1), (2)).

                  Section 11.2      Notice  to  Corporation.  Written notice to
 the corporation may be addressed to its registered agent at its registered
office or to the corporation or its secretary at its principal office shown in
its most recent annual report filed with the Montana Secretary of State.
(Mont. Code Ann.ss. 35-1-116(4)).

                  Section 11.3      Effective  Date  of  Notice.  (Mont. Code
Ann.ss. 35-1-116(3), (5), (6)).

                  (1) Written notice by the corporation to its shareholders, if
in a comprehensible form, is effective when mailed if it is mailed postpaid and
correctly addressed to the shareholder's address shown in the corporation's
current record of shareholders.

                  (2)      Except as provided in subsection (1) of this Section,
 written notice, if in a comprehensible form, is effective at the earliest of
the following:

                  (a)      When received;

                  (b)      Five (5) days after its deposit in the United States
 mail, as evidenced by the postmark, if mailed postpaid with correct postage;
         or

                  (c) On the date shown on the return receipt, if sent by
         certified mail, return receipt requested, and the receipt is signed by
         or on behalf of the addressee.

                  (3)      Oral notice is effective when communicated if
communicated in a comprehensible manner.

                  Section 11.4 Address Unknown. If no address of a shareholder
or director be known, notice may be sent to the office of the corporation
required to be maintained pursuant to Section 11.2 of these Bylaws.

                  Section 11.5 Affidavit of Mailing. An affidavit of mailing,
executed by a duly authorized and competent employee of the corporation or its
transfer agent appointed with respect to the class of stock affected, specifying
the name and address or the names and addresses of the shareholder or
shareholders, or director or directors, to whom any such notice or notices was
or were given, and the time and method of giving the same, shall be conclusive
evidence of the statements therein contained.

                  Section 11.6 Failure to Receive Notice. The period or
limitation of time within which any shareholder may exercise any option or
right, or enjoy any privilege or benefit, or be required to act, or within which
any director may exercise any power or right, or enjoy any privilege, pursuant
to any notice sent him in the manner above provided, shall not be affected or
extended in any manner by the failure of such shareholder or such director to
receive such notice.

                  Section 11.7 Notice to Person with Whom Communication is
Unlawful. Whenever notice is required to be given, under any provision of law or
of the Restated Articles of Incorporation or Bylaws of the corporation, to any
person with whom communication is unlawful, the giving of such notice to such
person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given. In the event that the action
taken by the corporation is such as to require the filing of a certificate under
any provision of the MBCA, the certificate shall state, if such is the fact and
if notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.

                                   ARTICLE XII


                               RECORDS AND REPORTS


                  Section 12.1  Corporate  Records.(Mont Code Ann.ss.35-1-1106).


                  (1) 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 in place of the
Board of Directors on behalf of the corporation.

                  (2)      The corporation shall maintain appropriate accounting
 records.

                  (3) The corporation or its agent shall maintain a record of
its shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.

                  (4)      The corporation shall maintain its records in written
 form or in another form capable of conversion into written form within a
reasonable time.

                  (5) The corporation shall keep a copy of the following records
at its principal office or a location from which the records may be recovered
within two (2) business days:

                  (a)      Its Articles or Restated Articles of Incorporation
and all amendments to them currently in effect;

                  (b)      Its Bylaws or Restated Bylaws and all amendments to
them currently in effect;

                  (c) 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;

                  (d)      The minutes of all shareholders' meetings and records
 of all action taken by shareholders without a meeting for the past three (3)
         years;

                  (e)      The financial statements available to shareholders
 for the past three (3) years under Mont. Code Ann.ss. 35-1-1110;

                  (f)      A list of the names and business addresses of its
 current directors and officers; and

                  (g)      Its most recent annual report delivered to the
 Montana Secretary of State.

                  Section 12.2      Inspection  of  Records  by  Shareholders.
 In addition to the rights of a shareholder under Section 3.12 of these Bylaws:

                  (1) A shareholder of the corporation is entitled to inspect
and copy, during regular business hours at the corporation's principal office,
any of the records of the corporation described in Section 12.1(5) of these
Bylaws if the shareholder gives the corporation written notice of the demand at
least five (5) business days before the date on which the shareholder wishes to
inspect and copy.

                  (2) A shareholder of the corporation 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 if the
shareholder meets the requirements of subsection (3) of this Section and gives
the corporation written notice of the demand at least five (5) days before the
date on which the shareholder wishes to inspect and copy:

                  (a) Excerpts from minutes of any meeting of the Board of
         Directors, records of any action of a committee of the Board of
         Directors while acting in place 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
         without a meeting, to the extent not subject to inspection under
         subsection (1) of this Section;

                  (b)      Accounting records of the corporation; and

                  (c)      The record of shareholders.

                  (3)      A shareholder may inspect and copy the records
described in subsection (2) of this Section only if:

                  (a)      The demand is made in good faith and for a proper
purpose;

                  (b)      The shareholder describes with reasonable
 particularity the purpose and the records the shareholder desires to inspect;

                  (c)      The records are directly connected with the
shareholder's purpose; and

                  (d) The shareholder has been a shareholder of record for at
         least six (6) months preceding the demand or the shareholder is a
         holder of record of at least five (5) percent of all the outstanding
         shares of the corporation

                  (4)      For purposes of this Section, "shareholder" includes
 a beneficial owner whose shares are held in a voting trust or by a nominee on
the shareholder's behalf.  (Mont. Code Ann.ss. 5-1-1107).

                  Section 12.3      Scope  of  Inspection  Right.

                  (1)      A shareholder's agent or attorney has the same
 inspection and copying rights as the shareholder the agent or attorney
represents.

                  (2) The right to copy records under Section 12.2 of these
Bylaws includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.

                  (3) The corporation may impose a reasonable charge, covering
the costs of labor and material, for copies of documents provided to the
shareholders. The charge may not exceed the estimated cost of production or
reproduction of the records.

                  (4)      The corporation may comply with a shareholder's
demand to inspect the record of shareholders under Section 12.2(2)(c) of these
Bylaws by providing the shareholder with a list of shareholders that was
compiled no earlier than the date of the shareholder's demand.  (Mont. Code Ann.
ss. 35-1-1108).

                  Section 12.4      Financial  Statements  to  Shareholders.
 Upon the written request of any shareholder of the corporation, the corporation
shall mail to the shareholder its most recent financial statements showing in
reasonable detail its assets and liabilities and the results of its
operations.  (Mont. Code Ann.ss. 35-1-1110).

                  Section 12.5      Other  Reports  to  Shareholders.

                  (1) If the corporation indemnifies or advances expenses to a
director under the MBCA or Article X of these Bylaws in connection with a
proceeding by or in the right of the corporation, the corporation shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.

                  (2)      If the corporation issues or authorizes the issuance
 of shares for promissory notes or for promises to render services in the
future, the corporation shall report in writing to the shareholders the number
of shares authorized or issued and the consideration received by the
corporation with or before the notice of the next shareholders' meeting.  (Mont.
 Code Ann.ss. 35-1-1111).

                  Section 12.6      Annual  Report  to  Secretary  of  State.

                  (1)      The corporation shall deliver to the Secretary of
State for filing an annual report that sets forth:

                  (a)      The name of the corporation and the state or country
under whose law it is incorporated;

                  (b)      The mailing address and, if different, street address
 of its registered office and the name of its registered agent at that office
         in this state;

                  (c)      The address of its principal office;

                  (d)      The names and business addresses of its directors and
 principal officers;

                  (e)      A brief description of the nature of its business;

                  (f)      The total number of authorized shares, itemized by
class and series, if any, within each class; and

                  (g) The total number of issued and outstanding shares,
itemized by class and series, if any, within each class.

                  (2)      Information in the annual report must be current as
of the date the annual report is executed on behalf of the corporation.

                  (3)      The first annual report must be delivered to the
 Montana Secretary of State between January 1 and April 15 of the year following
the calendar year in which the corporation was incorporated.  Subsequent annual
 reports must be delivered to the Montana Secretary of State between January 1
and April 15.  (Mont. Code Ann.ss. 35-1-1104).

                                  ARTICLE XIII


                               GENERAL PROVISIONS


                  Section  13.1     Amendment  by  Board  of  Directors  or
Shareholders.  (Mont. Code Ann.ss. 35-1-234).

                  (1)      The Board of Directors may amend or repeal these
Bylaws unless:

                  (a)      The Restated Articles of Incorporation or the MBCA
reserve this power exclusively to the shareholders in whole or part; or

                  (b) The shareholders in amending, adding, or repealing a
         particular Bylaw provide expressly that the Board of Directors may not
         amend or repeal that Bylaw.

                  (2)      The shareholders may amend or repeal these Bylaws
even though the Bylaws may also be amended or repealed by the Board of
Directors.

                  Section 13.2 Interpretation; Severability. These Bylaws may
contain any provision for managing the business and regulating the affairs of
the corporation that is not inconsistent with law or the Restated Articles of
Incorporation. In the event any provision of these Bylaws is inconsistent with
law or the Articles of Incorporation, such law or Restated Articles of
Incorporation shall govern. If any one or more of the provisions contained in
these Bylaws, or any application thereof, shall be invalid, illegal or
unenforceable in any respect, the validity, legality or enforceability of the
remaining provisions contained herein and any other application thereof shall
not in any way be affected or impaired thereby. (Mont. Code Ann. ss.ss.
35-1-236(2); 35-1-115(3)).

                  Section 13.3      Fiscal  Year.  The fiscal year of the
 corporation shall begin on the 1st day of January and end on the 31st day of
December in each year.

                  The foregoing Restated Bylaws of United States Antimony
Corporation, a Montana corporation, were adopted by the Board of Directors of
the corporation effective on the 31st day of October, 2000.




                                                 /s/_________________________
                                                           Secretary


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