BY-LAWS



                                       of



                           CENTURY PACIFIC CORPORATION





                                    ARTICLE I



                                     Offices



         Section 1. REGISTERED  OFFICE.  The registered office of the Company in

the State of Delaware is 725 Market  Street,  Wilmington,  County of New Castle.

The name of the resident agent in charge thereof is Marsha Mills.



         Section 2. OTHER OFFICES.  The Company shall have its principal  office

at 1661 East Camelback Road, Suite 178,  Phoenix,  Arizona 85016, and shall also

have  offices at such other places as the  President  and the Board of Directors

may from time to time  designate  or appoint,  or as the business of the Company

may require.



                                   ARTICLE I1



                                    Directors



         Section 1. POWERS.  The corporate powers,  business and property of the

Company shall be vested in and exercised,  conducted and controlled by the Board

of Directors,  which may exercise all said powers of the Company and do all such

lawful  acts  and  things  as  are  not by  statute  or by  the  Certificate  of

Incorporation  or by these By-Laws  directed or required to be exercised or done

by the stockholders.



         Section 2. DETERMINATION OF NUMBER.  Within the limits set forth in the

Company's Certificate of Incorporation,  the exact number of Directors who shall

constitute  the  Board  shall  be  determined  by  resolution   adopted  by  the

affirmative  vote of a  majority  of the Board of  Directors  at any  regular or

special  meeting of said Board,  provided  notice of such proposed  action shall

have been given in the notice for such regular or special meeting.



         Section  3.  NOMINATIONS.  Nominations  for  election  to the  Board of

Directors of the Company at a meeting of  stockholders  may be made by the Board

or on behalf of the Board by Nominating  Committee appointed by the Board, or by

any stockholder of the Company entitled to vote for the election of Directors at

such  meeting.  Such  nominations,  other than those made by or on behalf of the

Board,  shall be made by notice in writing  delivered  or mailed by first  class

United  States mail,  postage  prepaid,  to the  Secretary  of the Company,  and

received by him not less than 30 days nor more than 60 days prior to any meeting

of stockholders called for the election of Directors; provided, however, that if

less  than 35  days'  notice  of the  meeting  is given  to  stockholders,  such











nomination  shall have been mailed or delivered to the  Secretary of the Company

not later than the close of business on the  seventh  day  following  the day on

which the notice of meeting was mailed.  Such notice  shall set forth as to each

proposed  nominee  who is not an  incumbent  Director  (i) name,  age,  business

address  and,  if  known,   residence  address,  (ii)  principal  occupation  or

employment,  (iii) number of shares of stock of the Company  beneficially  owned

and (iv) any other  information  concerning  the nominee  that must be disclosed

respecting  nominees  in  proxy  solicitations  pursuant  to Rule  14(a)  of the

Exchange Act of 1934. In addition,  the nominating stockholder shall disclose in

the notice of nomination the number of shares of the Company's stock held by the

nominating  stockholder.  The Chairman of the meeting may, if the facts warrant,

determine  and  declare  to the  meeting  that a  nomination  was  not  made  in

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