EXHIBIT 3.3

                                    RESTATED

                                    BYLAWS OF

                        CEDAR MOUNTAIN DISTRIBUTORS, INC.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. Meetings of the Stockholders of the
Corporation shall be held at the registered office of the Corporation, or at
such other place as specified from time to time by the Board of Directors of the
Corporation. If the Board of Directors shall specify another location, such
change in location shall be recorded on the notice calling such meeting.

     SECTION 2. ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of the
Stockholders shall be held within one-hundred-fifty (150) days following the end
of each fiscal year, the specific date of such annual meeting to be set each
year by the Board of Directors. If that day should be a legal holiday, then the
meeting shall be held on the next following business day. At this meeting the
Stockholders shall elect a Board of Directors for the ensuing year and transact
other business as shall properly come before such meeting.

     SECTION 3. SPECIAL MEETINGS. Special meetings of the Stockholders may be
called by the President, the Board of Directors or by the holders of not less
than one-tenth of the shares entitled to vote at the meeting.

     SECTION 4. NOTICE OF MEETINGS. Notice of meetings of the Stockholders shall
be delivered not less than ten nor more than fifty days before the date of the
meeting to be called. Notice need not be given to any Stockholder who shall
waive notice of any meeting in writing, whether before, at, or after the
meeting.

     SECTION 5. QUORUM AND ADJOURNMENT. At any meeting of the Stockholders, the
presence, in person or by proxy of the holders of more than one-half of the
shares outstanding and entitled to vote shall constitute a quorum. In the
absence of a quorum, the meeting may be adjourned by any Officer entitled to
preside at or act as
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Secretary of such meeting, or by a majority in interest of those Stockholders
present in person or by proxy.

     SECTION 6. VOTING. At each meeting of the Stockholders, each Stockholder of
the Corporation shall be entitled to one vote in person or by proxy for each
share of the capital stock of the Corporation held by him and registered in his
name on the books of the Corporation as of the record date. The record date for
the determination of the Stockholders shall be the date upon which notice of the
meeting was sent to the Stockholders.

          A proxy, to be valid, must be executed in writing by the Stockholder
or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.

          At all meetings of the Stockholders, a quorum being present, all
matters shall be decided by a simple majority vote of the ten eligible shares,
except as otherwise provided by statute or by these Bylaws. The Vote on any
matter need not be by ballot unless required by statute or requested by a
Stockholder, in person or by proxy, who is entitled to vote at the meeting.

     SECTION 7. CONDUCT OF MEETINGS. Each meeting of the Stockholders shall be
presided over by the President or, if the President shall not be present, by the
Vice President. If both the President and Vice President are absent, a Chairman
shall be chosen by a majority in voting interest of those Stockholders present
or represented by proxy. The Secretary of the Corporation shall act as Secretary
of each meeting of the Stockholders. If he shall not be present, the Chairman of
the meeting shall appoint a Secretary.

     SECTION 8. INFORMAL ACTION. Any action of the Stockholders may be taken
without a meeting if consent in writing setting forth the action shall be signed
by a majority of the Stockholders entitled to vote on the action. Such consent
shall have the same force and effect as a majority vote of the Stockholders, and
may be stated as such in any document filed with the Secretary of State of
Nevada, or in the corporate minutes.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     SECTION 1. OVERALL POWER. The business of the Corporation shall be managed
by its Board of directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles
of
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Incorporation or by these Bylaws directed or required to be exercised or done by
the Stockholders.

     SECTION 2. NUMBER, TERM AND ELECTION. The Board of Directors shall consist
of at least one (1) Director or up to seven (7), as may be fixed from time to
time by these Bylaws. The Directors shall be elected at the Annual Meeting of
the Stockholders and shall hold office for one year or until their successors
are elected and qualified.

     SECTION 3. ADDITIONAL POWERS. The Directors shall elect the Officers of the
Corporation and pass upon any and all bills or claims of such Officers for
salaries or other compensation and, if deemed advisable, shall contract with
such officers, employees, attorneys, directors and other persons rendering
service for their salaries or other compensation.

     SECTION 4. ORGANIZATION. The President of the Corporation, or in his
absence, the Vice President, shall preside at each meeting of the Board of
Directors. The Secretary, or in his absence, any person appointed by the
Chairman of the Meeting, shall act as Secretary of the Meeting.

     SECTION 5. RESIGNATIONS. A Director of the Corporation may resign at any
time by giving written notice to the Board of Directors, President of Secretary
of the Corporation. The resignation shall take effect upon the date of receipt
of such notice, or at any alter period of time specified therein. The acceptance
of such resignation shall not be necessary to make it effective, unless the
resignation requires it to be effective as such.

     SECTION 6. REMOVAL. At any Stockholders meeting called expressly for that
purpose, the entire Board of Directors, or any lesser number, may be removed,
with or without cause, by a vote of the holders of the majority of the shares
then entitled to vote at any election of Directors.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors of
the Board of Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office.

          Any Directorship to be filled by reason of an increase in the number
of Directors shall be filled by the affirmative vote of a majority of the
Directors then in office, by election at an Annual Meeting of the Stockholders,
or at a Special Meeting of the Stockholders called for that purpose.

          A Director chosen to fill a position resulting from an increase in the
number
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of Directors shall hold office until the next Annual Meeting of Stockholders or
until his successor shall have been elected and qualified.

     SECTION 8. PLACE OF MEETING. The Board of Directors may hold its meetings
any place within or without the State of Nevada that it may from time to time
appoint by resolution. The place of meeting may also be specified in the notices
thereof sent to Board members.

     SECTION 9. ANNUAL MEETINGS. The Annual Meeting of the Board of Directors
shall immediately follow the Annual Meeting of the Stockholders and be held at
the same place as said Annual Stockholders Meeting.

     SECTION 10. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the President or by any two members of the Board.
Written notice of each special meeting, setting forth the time and place of the
meeting, shall be given to each Director at least twenty-four (24) hours before
the meeting. This notice may be given either personally or by sending a copy of
the notice through the United States mail or by telegram (charges prepaid), to
the address of each Director appearing on the books of the Corporation. Any
meeting of the Board of Directors, whether regular or special, shall be a legal
meeting if all of the Directors shall be present or shall sign the minutes,
whether or not notice was sent.

     SECTION 11. MEETINGS IN GENERAL. Attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any annual, regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     SECTION 12. QUORUM AND MANNER OF ACTING. A majority of the Directors shall
constitute a quorum of the Board at any annual, regular or special meeting; but,
in the absence of a quorum of the Board, a minority shall have the power of
adjournment. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

     SECTION 13. COMPENSATION. The Board of Directors may provide by resolution
that the Corporation shall allow a fixed sum and reimbursement of expenses for
attendance at Board meetings. A Director may serve the Corporation in a capacity
other than that of a Director and receive compensation for the services rendered
in that capacity.
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                                   ARTICLE III

                                    OFFICERS

     SECTION 1. NUMBER OF OFFICERS. The Officers of the Corporation shall be
elected by the Board of Directors and shall consist of a President, Vice
President, Secretary and Treasurer. Assistant Secretaries, Assistant Treasurers
and other Vice Presidents may be appointed as the Board of Directors may from
time to time deem necessary. Any two or more offices may be held by the same
person. All Officers shall hold office until their successors have been duly
elected and qualified, or until their death or resignation.

     SECTION 2. WHEN CHOSEN. Such Officers shall be chosen at the first meeting
of the Board of Directors and thereafter at the first Directors meeting
following the Annual Meeting of the Stockholders in each year, which first
meeting shall follow said Annual Meeting or shall be held as soon as a quorum of
Directors can be assembled.

     SECTION 3. TIME IN OFFICE. Said Officers shall hold their respective
offices until their successors are elected and enter upon the duties of their
offices. Any Officer shall at all times be subject to removal by the Board of
Directors with or without cause.

     SECTION 4. RESIGNATION. Any Officer may resign at any time by giving
written notice to the Board of Directors or to the President. Such resignation
shall take effect at the date of the receipt of the notice or at a later time if
specified in such notice of resignation. Unless the notice of resignation
specifies, the acceptance of the resignation shall not be necessary to make it
effective. When a vacancy occurs in one of the executive offices by reason of
death, resignation or otherwise, it shall be filled by the Board of Directors
for the unexpired period of time remaining for such office.

                                   ARTICLE IV

                               DUTIES OF OFFICERS

     SECTION 1. THE PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation, shall preside at all meetings of the Stockholders
and the Board of Directors, shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other Officer or agent of the Corporation.
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     SECTION 2. THE SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
Stockholders and shall record all the proceedings of the meetings of the
Corporation and of the Board of Directors in the book to be kept for that
purpose. He shall perform like duties for any standing committees when required.

          The Secretary shall give, or cause to be given, notice of all meetings
of the Stockholders and special meeting of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it; and, when so affixed, it shall be
attested by his signature or by the signature of an Assistant Secretary.

          The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the board of Directors, shall, in the
absence or disability of the Secretary, perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     SECTION 4. THE TREASURER AND ASSISTANT TREASURER. It shall be the duty of
the Treasurer to receive and have custody of all funds and monies realized by
the Corporation, and deposit the same in a bank to be designated by the
Directors, in the Corporation's name. He shall perform such other duties as may
from time to time be delegated to him by the Board of Directors.

          If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors. Such bond shall be for the faithful
performance of the duties of his office and for restoration to the Corporation,
in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.

          In the absence or inability of the Treasurer to act, an Assistant
Treasurer named by the Board of Directors, shall possess all the powers and
perform all the duties of the Treasurer.

                                   ARTICLE IV

                                     NOTICES
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     SECTION 1. MANNER OF NOTICE. In addition to, but not in contradiction of,
any other specific notice provision of these Bylaws, notices to Directors and
Stockholders shall be in writing and delivered personally or mailed to the
Directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to Directors may also be given by telefax.

     SECTION 2. WAIVER OF NOTICE. In addition to, but not in contradiction of,
any other specific notice provision of these Bylaws, whenever any notice is
required to be given under the provision of the statutes or of the Certificate
of Incorporation or of these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to said notice, whether before, at or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VI

                                 SHARES OF STOCK

     SECTION 1. MANNER OF ISSUANCE. The Directors shall have the power to issue
the authorized common stock at such prices as they deem proper. Every
Stockholder shall be entitled to a certificate in such form as shall be approved
by the Board of Directors. The certificates shall be numbered in the order of
their issue and shall be signed by the President or Vice President and by the
Secretary. The stock certificates shall bear the name of the person owning said
stock, the number of shares represented by such certificates, and the date of
issue.

     SECTION 2. REPLACEMENT OF CERTIFICATES. The Board of Directors may direct
that a new certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an Affidavit of the fact by the person claiming
the certificate of stock to be lost or destroyed.

          When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sums as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.

     SECTION 3. SURRENDER OF CERTIFICATES. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or
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accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     SECTION 4. RECOGNITION OF SHAREHOLDER. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner. The Corporation shall
be entitled to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable
or other claims 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 the laws of Nevada.

                                   ARTICLE VII

                           CONTRACTS, LOANS AND CHECKS

     SECTION 1. EXECUTION OF CONTRACTS. Except as otherwise provided by statute
or by these Bylaws, the Board of Directors may authorize any Officer or agent of
the Corporation to enter into any contract, or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authority may
be general or confined to specific instances and, unless so authorized, no
officer, agent or employee shall have any power to bind the Corporation for any
purpose, except as may be necessary to enable the Corporation to carry on its
normal and ordinary course of business.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no negotiable paper shall be issued in its name unless authorized by the
Board of Directors. When so authorized, any Officer or agent of the Corporation
may effect loans and advances at any time for the Corporation from any bank,
trust company or institution, firm, corporation or individual. An agent so
authorized may make and deliver promissory notes or other evidence of
indebtedness of the Corporation and may mortgage, pledge, hypothecate or
transfer any real or personal property held by the Corporation as security for
the payment of such loans. Such authority, in the Board of Directors'
discretion, may be general or confined to specific instances.

     SECTION 3. CHECKS. Checks, notes, drafts and demands for money issued in
the name of the Corporation shall be signed by such person or persons as
designated by the board of Directors, and in the manner the Board prescribes.

                                  ARTICLE VIII
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                                    DIVIDENDS

     Subject to the provisions of the Certificate of Incorporation and the laws
of the State of Nevada, the Board of Directors may declare dividends whenever,
and in such amounts, as in the Board's opinion the condition of the affairs of
the Corporation shall render such advisable. The Board of Directors, in its
discretion, may use and apply any of the surplus or new profits to meet
contingencies, or for any other purposes that it may determine to be in the best
interest of the Corporation.

                                   ARTICLE IX

                       SEAL AND FISCAL YEAR OF CORPORATION

     SECTION 1. SEAL. The Board of Directors shall provide a seal for the
Corporation by its resolution.

     SECTION 2. FISCAL YEAR. The Board of Directors, in its sole discretion,
shall fix a fiscal year for the Corporation.

                                    ARTICLE X

                    AMENDMENTS AND OTHER CORPORATE DOCUMENTS

     SECTION 1. AMENDMENTS TO BYLAWS. Except as otherwise provided by the
Articles of Incorporation, these Bylaws, or the statutes of the State of Nevada,
the Board of Directors shall have the power to alter, amend or repeal these
Bylaws. The Board of Directors shall have the power to adopt new Bylaws. The
Board of Directors shall adopt new Bylaws by a vote of the majority of the
Directors then in office at any annual or special meeting of the Board of
Directors.

     SECTION 2. OTHER CORPORATE DOCUMENTS. The Board of Directors is expressly
authorized to enter into such other agreements as the Board of Directors deems
necessary to regulate the Corporation's internal operations. Such agreements may
include, but not be limited to, employment contracts and buy-sell agreements
between its key Stockholders, Officers, and employees.

          The above and foregoing Bylaws were adopted and approved by the Board
of Directors on the 19th day of February 2001.

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                                        James R. Smith, Secretary