RESTATED BYLAWS

                                       OF

                             COVINGHAM CAPITAL CORP.
                              (A Utah Corporation)

                                   ARTICLE I.

                                    OFFICES

     Section  1.01.  Location of Offices.  The  corporation  may  maintain  such
offices  within or without the State of Utah as the Board of Directors  may from
time to time designate or require.

     Section 1.02.  Principal Office. The address of the principal office of the
corporation  shall be at the address of the registered office of the corporation
as so  designated  in the  office  of the  Secretary  of State  of the  state of
incorporation,  or at such other  address as the Board of  Directors  shall from
time to time determine.


                                   ARTICLE II.

                             MEETING OF SHAREHOLDERS

     Section 2.01. Annual Meetings. The annual meeting of the shareholders shall
be held on such date as the Board of Directors shall determine by resolution. If
the election of directors  shall not be held on the day thus  designated for any
annual meeting of the shareholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as may be practicable.

     Section 2.02. Special Meetings. Special meetings of the stockholders may be
held at the  office  of the  corporation  in the  State of Utah,  or  elsewhere,
whenever called by the President,  or by the Board of Directors,  or by vote of,
or by an instrument in writing signed by the holders of a majority of the issued
and outstanding  capital stock.  Not less than ten (10) nor more than sixty (60)
days written notice of such meeting,  specifying  the day, hour and place,  when
and where such meeting shall be convened,  and the objects for calling the same,
shall be mailed in the  United  States  Post  Office,  addressed  to each of the
stockholders  of record at the time of issuing the notice,  and at his,  her, or
its address last known, as the same appears on the books of the corporation.

     The written  certificate  of the  officer or  officers  calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to
which the same were mailed, shall be prima facie evidence of the manner and fact
of the calling and giving such notice.

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     All  business  lawfully  to  be  transacted  by  the  stockholders  of  the
corporation  may be  transacted  at any  special  meeting or at the  adjournment
thereof. Only such business,  however, shall be acted upon at special meeting of
the  stockholders  as shall have been  referred  to in the notice  calling  such
meetings;  but at any  stockholders'  meeting  at which  all of the  outstanding
capital stock of the corporation is  represented,  either in person or by proxy,
any lawful  business may be transacted,  and such meeting shall be valid for all
purposes.

     Section 2.03.  Place of Meetings.  The Board of Directors may designate any
place,  either  within or without  the state of  incorporation,  as the place of
meeting  for any annual or special  meeting.  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  incorporation,  as the place for the holding of
such  meeting.  If no  designation  is made,  the place of meeting  shall be the
registered office of the corporation in the state of incorporation.

     Section 2.04. Notice of Meetings.  Notification of the annual meeting shall
state the  purpose  or  purposes  for which the  meeting is called and the date,
time, and the place,  which may be within or without this state,  where it is to
be held. A copy of such notice shall be either delivered personally to, or shall
be mailed with postage  prepaid,  to each stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed,  notice shall be directed to a stockholder at his address as
it appears  upon the records of the  corporation.  Upon such mailing of any such
notice,  the service  thereof shall be complete and the time of the notice shall
begin to run from  the  date  upon  such  notice  is  deposited  in the mail for
transmission  to said  stockholder.  Personal  delivery  of such  notice  to any
officer of a corporation,  association,  or any member of a  partnership,  shall
constitute  delivery of such  notice to such  corporation,  association,  or any
member of a partnership.

     Section 2.05.  Waiver of Notice. If all the stockholders of the corporation
shall waive notice of the annual or special  meeting,  no notice of such meeting
shall be required.  Further,  whenever all the stockholders shall meet in person
or by proxy,  such  meeting  shall be valid  for all  purposes  without  call or
notice, and at such meeting any corporate action may be taken.

     Section 2.06.  Default Notice.  If the address of any stockholder  does not
appear upon the books of the  corporation,  it will be sufficient to address any
notice to said  stockholder at 174 E.  Dorchester  Drive,  Salt Lake City,  Utah
84103.

     Section  2.07.   Fixing  Record  Date.   For  the  purpose  of  determining
shareholders  entitled  to  notice  of or to  vote  at  any  annual  meeting  of
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend or in order to make a determination  of shareholders for
any other proper purpose,  the Board of Directors of the corporation may provide
that the share  transfer  books shall be closed,  for the purpose of determining
shareholders  entitled  to notice of or to vote at such  meeting,  but not for a
period exceeding sixty (60) days. If the share transfer books are closed for the
purpose of  determining  shareholders  entitled  to notice of or to vote at such
meeting,  such  books  shall be closed  for at least  ten (10) days  immediately
preceding such meeting.

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         In lieu of closing the share transfer books, the Board of Directors may
fix in  advance  a date  as the  record  date  for  any  such  determination  of
shareholders,  such date in any case to be not more than sixty (60) and, in case
of a meeting of  shareholders,  not less than ten (10) days prior to the date on
which the particular  action requiring such  determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the  determination  of  shareholders  entitled  to notice of or to vote at a
meeting or to receive  payment of a  dividend,  the date on which  notice of the
meeting is mailed or the date on which the  resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such  determination  of  shareholders.  When a determination of shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.

     Section 2.08.  Voting Lists. At each meeting of the  stockholders,  a full,
true and complete list, in alphabetical order, of all the stockholders  entitled
to vote at such  meeting,  and  indicating  the  number of shares  held by each,
certified by the Secretary of the  corporation,  shall be furnished,  which list
shall be  prepared  not less than ten (10) nor more than sixty (60) days  before
such meeting, and shall be open to the inspection of the stockholders,  or their
agents or proxies,  at the place where such meeting is to be held,  and not less
than ten (10) nor more than sixty (60) days prior  thereto.  Only the persons in
whose names shares of stock are registered on the books of the  corporation  for
not less than ten (10) nor more than sixty (60) days  preceding the date of such
meeting,  as  evidenced  by the  list of  stockholders  so  furnished,  shall be
entitled to vote at such meeting. Proxies and powers of attorney to vote must be
filed with the secretary of the  corporation  before an election or a meeting of
the stockholders, or they cannot be used at such election or meeting.

     Section 2.09.  Voting Rights.  At each meeting of the  stockholders,  every
stockholder shall be entitled to vote in person or by his or her duly authorized
proxy  appointed by instrument in writing  subscribed by such  stockholder or by
his or her duly authorized  attorney.  Each stockholder  shall have one (1) vote
for each  share of stock  standing  registered  in his or her or its name on the
books of the  corporation.  The  votes  for  directors,  and upon  demand by any
stockholder,  the votes upon any question  before the meeting,  shall be by viva
voce.

     Section  2.10.  Quorum.  At all  stockholders'  meetings,  the holders of a
majority of the entire issued and outstanding  capital stock of the corporation,
shall constitute a quorum for all purposes of such meetings.

     If holders of the amount of stock  necessary  to  constitute a quorum shall
fail to  attend,  in person or by  proxy,  at the time and place  fixed by these
Bylaws  for any annual  meeting,  or fixed by a notice as above  provided  for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting,  until holders of the amount of stock  requisite to constitute a
quorum shall attend.  At any such  adjourned  meeting at which a quorum shall be
present,  any business may be  transacted  which might have been  transacted  as
originally called.

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     Section  2.11.  Proxies.   At  each  meeting  of  the  shareholders,   each
shareholder  entitled  to vote shall be  entitled to vote in person or by proxy;
provided,  however, that the right to vote by proxy shall exist only in case the
instrument  authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.

     Section 2.12. Voting Procedures.  At each meeting of the stockholders,  the
polls shall be opened and closed; the proxies and ballots issued,  received, and
be taken in  charge  of,  for the  purpose  of the  meeting,  and all  questions
touching  the  qualifications  of voters and the  validity of  proxies,  and the
acceptance or rejection of votes,  shall be decided by two (2)  inspectors.  The
presiding  officer of the meeting shall  appoint such  inspectors at or prior to
the meeting.

     Section 2.13.  Written Consent by Majority of  Stockholders.  In accordance
with the Utah Revised Business  Corporation Act ss.16-10a-704,  any action which
may be taken at any annual or special meeting of the  stockholders  may be taken
without a meeting  and  without  prior  notice if  consent  thereto is signed by
stockholders  holding at least a majority of the voting power,  except that if a
different  proportion  of  voting  power is  required  for such an  action  at a
meeting, then that proportion of written consent is required.

     Section 2.14. Order of Business. At the stockholders' meetings, the regular
order of business shall be as follows:

     (a)  Reading and approval of the Minutes of previous meeting or meetings;
     (b)  Reports of the Board of  Directors,  the  President,  Chief  Financial
          Officer and Secretary of the corporation in the order named;
     (c)  Reports of Committees;
     (d)  Election of Directors;
     (e)  Unfinished business;
     (f)  New business;
     (g)  Adjournment.

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                                  ARTICLE III.

                          DIRECTORS AND THEIR MEETINGS

     Section 3.01.  General Powers. The property,  affairs,  and business of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
is vested with the complete and unrestrained  authority in the management of all
the affairs of the  corporation,  and is authorized to exercise for such purpose
as the General Agent of the  corporation,  its entire corporate  authority.  The
Board of  Directors  may  exercise  all the  powers of the  corporation  whether
derived from law or the Articles of Incorporation,  except such powers as are by
statute,  by the Articles of Incorporation or by these Bylaws,  vested solely in
the shareholders of the corporation.

     Section 3.02. Number,  Term, and Qualifications.  The Board of Directors of
the  corporation  shall consist of such number,  not less than three (3) or more
than five (5)  persons or such number as shall be fixed from time to time by the
Board of  Directors.  Each  director  shall hold  office  until the next  annual
meeting of  shareholders of the corporation and until his or her successor shall
have been duly  elected  and  qualified.  Directors  need not be citizens of the
United States or residents of the state of  incorporation or shareholders of the
corporation.

     Section 3.03. Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice president,  the secretary,
or assistant  secretary,  if any. The resignation  shall become effective on its
acceptance by the Board of  Directors;  provided that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.

     Section 3.04. Removal. At a meeting expressly called for that purpose,  one
or more  directors  may be  removed  by a vote of a  majority  of the  shares of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

     Section  3.05.  Vacancies and Newly Created  Directorship.  All  vacancies,
including those caused by an increase in the number of directors,  may be filled
by a majority of the remaining directors,  though less than a quorum,  unless it
is otherwise provided in the Articles of Incorporation.

     Section 3.06. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately following, and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation,  for the holding of additional  regular meetings without other
notice than such resolution.

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     Section 3.07. Special Meetings.  Special meetings of the Board of Directors
may be held on the call of the  President  or  Secretary on at least one (1) day
notice by mail to  directors'  resident  in the  State of Utah,  and on at least
three  (3) days  notice  by mail,  or three (3) days  notice  by  telegraph,  to
directors not resident in said state.

     Any meeting of the Board, no matter where held, at which all of the members
shall be present,  even though without or of which notice shall have been waived
by all  absentees,  provided a quorum  shall be present,  shall be valid for all
purposes unless otherwise  indicated in the notice calling the meeting or in the
waiver of notice. Any and all business may be transacted by any meeting,  either
regular or special, of the Board of Directors.

     Section 3.08. Location of Directors Meeting.  Meetings of the directors may
be held at the  principal  office of the  corporation  in the State of Utah,  or
elsewhere,  at such place or places as the Board of Directors  may, from time to
time, determine.

     Section 3.09. Meetings by Telephone Conference Call. The Board of Directors
may provide,  by  resolution,  for the holding of additional  regular  meetings,
without notice other than such  resolution.  The Board of Directors may hold any
such  additional  regular  meetings by  telephone  conference  or other means of
electronic  communication  by which all  directors can hear and speak to each of
the other directors.

     Section 3.10.  Quorum. A majority of the Board of Directors in office shall
constitute a quorum for the  transaction  of business,  but if at any meeting of
the Board there be less than a quorum  present,  a majority of those present may
adjourn  from time to time,  until a quorum  shall be present,  and no notice of
such adjournment  shall be required.  The Board of Directors may prescribe rules
not in conflict  with these  Bylaws for the conduct of its  business;  provided,
however, that in the fixing of salaries of the officers of the corporation,  the
unanimous action of all the directors shall be required.

     Section  3.11.  Manner of Acting.  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, and the individual directors shall have no power as such.

     Section 3.12.  Written  Consent to Action by Directors.  In accordance with
NRS  78.315(2),  any action  required or  permitted to be taken at any annual or
special  meeting of board of directors,  or of a committee  thereof may be taken
without a meeting,  if before or after the action  consent  thereto is signed by
all members of the board or the committee.

     Section 3.13. Order of Business.  The regular order of business at meetings
of the Board of Directors shall be as follows:

     (a)  Reading  and  approval  of the  minutes  of any  previous  meeting  or
          meetings;
     (b)  Reports of officers and committeemen;
     (c)  Election of officers;
     (d)  Unfinished business;
     (e)  New business;
     (f)  Adjournment.

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     Section 3.14. Report to and Action on behalf of the Stockholders. The Board
of Directors  shall make a report to the  stockholders at annual meetings of the
stockholders of the condition of the corporation,  and shall furnish each of the
stockholders with a true copy thereof upon request.

     The Board of Directors,  in its discretion,  may submit any contract or act
for approval or  ratification at any annual meeting of the  stockholders  called
for the purpose of considering any such contract or act, which, if approved,  or
ratified  by the  vote  of the  holders  of a  majority  of  the  capital  stock
represented in person or by proxy at such meeting, provided that a lawful quorum
of stockholders be there  represented in person or by proxy,  shall be valid and
binding upon the corporation and upon all the stockholders thereof, as if it had
been approved or ratified by every stockholder of the corporation.

     Section 3.15. Formation of Executive Committee. The Board of Directors may,
by  resolution  passed by a majority of the whole Board,  designate an Executive
Committee.  This Committee  shall consist of two (2) or more members besides the
President,  who by  virtue  of his or her  office,  shall  be a  member  and the
chairman thereof. The Committee shall in the interim between the meetings of the
Board, exercise all powers of that body in accordance with the general policy of
the corporation and under the direction of the Board of Directors. It shall also
attend to and  supervise all the financial  operations of the  corporation,  and
shall  examine  and audit all the  corporation's  accounts  at the close of each
fiscal year, and at such other times,  as it may deem  necessary.  The Secretary
shall be the Secretary of the  Committee and shall attend its meetings,  and its
meetings  shall  be  held on the  call  of the  President.  All  members  of the
Committee must be given at least two (2) days notice of meetings  either by mail
or telegraph or by personal  communication,  either by telephone or otherwise. A
majority of the members of the Committee  shall keep due records of all meetings
and actions of the Committee, and such records shall at all times be open to the
inspection of any director.

     Section 3.16.  Compensation.  By resolution of the Board of Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

     Section 3.17.  Presumption of Assent.  A director of the corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his or her or her dissent shall be entered in the minutes of the meeting, unless
he or she shall file his or her or her  written  dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
shall forward such dissent by  registered or certified  mail to the secretary of
the corporation  immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

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                                   ARTICLE IV.

                            OFFICERS AND THEIR DUTIES

     Section 4.01. Number. The officers of the corporation shall be a president,
one or more  vice-presidents,  as shall be determined by resolution of the Board
of  Directors,  a  secretary,  a  treasurer,  and such other  officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.

     Section 4.02.  Election,  Term of Office, and Qualifications.  The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of  failure  to  choose  officers  at an  annual  meeting  of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of  Directors.  Each such officer  (whether  chosen at an annual  meeting of the
Board of Directors to fill a vacancy or otherwise)  shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor  shall have been chosen and qualified,  or until his or her death,
or until his or her  resignation  or  removal in the  manner  provided  in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.

     Section 4.03.  Subordinate  Officers,  Etc. The Board of Directors may from
time to time,  by  resolution,  appoint  such  additional  Vice  Presidents  and
additional  Assistant  Secretaries,   Assistant  Chief  Financial  Officers  and
Transfer  Agents as it may deem  advisable;  prescribe  their duties,  fix their
compensation, and all such appointed officers shall be subject to removal at any
time by the Board of Directors. All officers, agents and factors shall be chosen
and  appointed  in such manner and shall hold their office for such terms as the
Board of Directors may by resolution prescribe.

     Section  4.04.  Resignations.  Any  officer  may  resign  at  any  time  by
delivering a written  resignation to the Board of Directors,  the president,  or
the secretary.  Unless otherwise specified therein,  such resignation shall take
effect on delivery.

     Section  4.05.  Removal.  Any  officer  may be removed  from  office at any
special  meeting  of the Board of  Directors  called  for that  purpose  or at a
regular meeting, by vote of a majority of the directors,  with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

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     Section 4.06.  Vacancies and Newly  Created  Offices.  If any vacancy shall
occur in any office by reason of death, resignation, removal,  disqualification,
or any other cause, or if a new office shall be created,  then such vacancies or
new created  offices may be filled by the Board of  Directors  at any regular or
special meeting.

     Section  4.07.  The Chairman of the Board.  The  Chairman of the Board,  if
there be such an officer, shall have the following powers and duties.

     (a)  He or she shall preside at all shareholders' meetings;
     (b)  He or she shall preside at all meetings of the Board of Directors; and
     (c)  He or she shall be a member of the executive committee, if any.

     Section 4.08. The President.  The president shall have the following powers
and duties:

     (a) If no general manager has been appointed,  he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

     (b) If no  chairman  of the board has been  chosen,  or if such  officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

     (c) He or she shall be a member of the executive committee, if any;

     (d) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (e) He or she shall have all power and shall  perform  all duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

     Section 4.09. The Vice Presidents. The Board of Directors may, from time to
time,  designate  and  elect  one or more  vice  presidents,  one of whom may be
designated to serve as executive vice president.  Each vice president shall have
such powers and perform  such duties as from time to time may be assigned to him
or her by the Board of  Directors  or the  president.  At the  request or in the
absence or disability of the president,  the executive vice president or, in the
absence or  disability  of the  executive  vice  president,  the vice  president
designated by the Board of Directors or (in the absence of such  designation  by
the Board of Directors) by the president, the senior vice president, may perform
all 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.

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     Section 4.10. Chief Financial  Officer.  The Chief Financial  Officer shall
have the  custody  of all the  funds and  securities  of the  corporation.  When
necessary or proper,  he or she shall endorse on behalf of the  corporation  for
collection  checks,  notes, an other  obligations;  he or she shall jointly with
such other officer as shall be designated by these Bylaws,  sign all checks made
by the  corporation,  and  shall  pay out and  dispose  of the  same  under  the
direction of the Board of Directors. The Chief Financial Officer shall sign with
the President all bills of exchange and promissory notes of the corporation;  he
or she shall also have the care and custody of the stocks, bonds,  certificates,
vouchers,  evidence of debts,  securities,  and such other property belonging to
the corporation as the Board of Directors shall designate;  he or she shall sign
all papers  required by law or by these  By-laws or the Board of Directors to be
signed  by the  Chief  Financial  Officer.  Whenever  required  by the  Board of
Directors,  the  Chief  Financial  Officer  shall  render  a  statement  of  the
corporation's cash account;  he or she shall enter regularly in the books of the
corporation to be kept by him or her for the purpose, full and accurate accounts
of all moneys received and paid by him or her on account of the corporation. The
Chief  Financial  Officer  shall at all  reasonable  times  exhibit the books of
account to any Director of the  corporation  during  business  hours,  and shall
perform all acts incident to the position of Chief Financial  Officer subject to
the control of the Board of Directors.

     The Chief  Financial  Officer shall, if required by the Board of Directors,
give bond to the corporation conditioned for the faithful performance of all his
or her duties as Chief Financial  Officer in such sum, and with such security as
shall be approved by the Board of Directors, with the expense of such bond to be
borne by the corporation.

     Section 4.11. Salaries. The salaries and other compensation of the officers
of the  corporation  shall be fixed from time to time by the Board of Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

     Section  4.12.  Surety  Bonds.  In case  the  Board of  Directors  shall so
require,  any  officer  or  agent  of  the  corporation  shall  execute  to  the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct,  conditioned  upon the faithful  performance of his or her
duties to the corporation,  including  responsibility for negligence and for the
accounting of all property,  monies,  or securities of the corporation which may
come into his or her hands.

                                   ARTICLE V.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section  5.01.  How  Constituted.  The Board of Directors  may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

                                       10
<PAGE>
     Section 5.02. Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

     Section  5.03.  Proceedings.   The  executive  committee,  and  such  other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording  officer or officers,  and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its  proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.

     Section 5.04.  Quorum and Manner of Acting. At all meeting of the executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members  thereof shall have no powers as
such.

     Section  5.05.  Vacancies.  If any  vacancies  shall occur in the executive
committee  or of any  other  committee  designated  by the  Board  of  Directors
hereunder,  by reason  of  disqualification,  death,  resignation,  removal,  or
otherwise,  the  remaining  members  shall,  until the filling of such  vacancy,
constitute the then total authorized  membership of the committee and,  provided
that two or more  members are  remaining,  continue to act.  Such vacancy may be
filled at any meeting of the Board of Directors.

     Section  5.06.  Compensation.  The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive  committee,  or of any
other  committee  designated  by it  hereunder,  who is not an  active  salaried
employee of the corporation for attendance at each meeting of said committee.

     Section 5.07.  Resignations.  Any member of the executive committee, and of
such other committees as may be designated  hereunder by the Board of Directors,
may  resign at any time by  delivering  a  written  resignation  to  either  the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member,  if any shall have been  appointed
and shall be in office.  Unless  otherwise  specified  herein,  such resignation
shall take effect on delivery.

                                       11
<PAGE>
     Section  5.08.  Removal.  The Board of Directors may at any time remove any
member of the  executive  committee or of any other  committee  designated by it
hereunder either for or without cause.

                                   ARTICLE VI.

                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

     Section 6.01. Execution of Instruments. Subject to any limitation contained
in the  Articles  of  Incorporation  or  these  Bylaws,  the  president  or vice
president,  may,  in the name and on  behalf  of the  corporation,  execute  and
deliver any contract or other  instrument  authorized in writing by the Board of
Directors.  The Board of Directors may,  subject to any limitation  contained in
the  Articles of  Incorporation  or in these  Bylaws,  authorize  in writing any
officer or agent to execute and delivery any contract or other instrument in the
name and on behalf of the corporation;  any such authorization may be general or
confined to specific instances.

     Section 6.02.  Loans. No loans or advances shall be contracted on behalf of
the  corporation,  no negotiable paper or other evidence of its obligation under
any  loan or  advance  shall be  issued  in its  name,  and no  property  of the
corporation shall be mortgaged, pledged, hypothecated,  transferred, or conveyed
as security for the payment of any loan, advance,  indebtedness, or liability of
the corporation,  unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.

     Section 6.03.  Deposits.  All moneys of the corporation  shall be deposited
when and as  received  by the Chief  Financial  Officer in such bank or banks or
other  depository  as may  from  time to  time be  designated  by the  Board  of
Directors, and such deposits shall be made in the name of the corporation.

     Section 6.04. Checks, Drafts, Etc. No note, draft, acceptance,  endorsement
to other  evidence of  indebtedness  shall be valid or against  the  corporation
unless  the same  shall be  signed by the  President  or a Vice  President,  and
attested by the  Secretary  or an  Assistant  Secretary,  or signed by the Chief
Financial  Officer or an Assistant Chief Financial  Officer and countersigned by
the President,  Vice  President,  or Secretary,  except that the Chief Financial
Officer or an Assistant Chief Financial Officer, may, without  countersignature,
sign  payroll  checks  and make  endorsements  for  deposit to the credit of the
corporation in all its duly authorized depositories. No check or order for money
shall be signed in blank by more than one (1) officer of the corporation.

     Section 6.05.  Bonds and Debentures.  Every bond or debenture issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
Where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.  The corporation shall make
no loan or advance of money to any  stockholder  or officer  therein  unless the
Board of Directors shall otherwise authorize.

                                       12
<PAGE>
     Section  6.06.  Sale,  Transfer,  Etc.  of  Securities.  Sales,  transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing  in the name of the  corporation,  and the  execution  and  delivery on
behalf of the corporation of any and all instruments in writing  incident to any
such sale,  transfer,  endorsement,  or  assignment,  shall be  effected  by the
president,  or by any vice  president,  together with the  secretary,  or by any
officer or agent thereunto authorized by the Board of Directors.

     Section  6.07.  Proxies.  Proxies  to vote with  respect to shares of other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

     Section 6.08.  Mortgages and Liens.  The directors  shall have the power to
authorize  and cause to be executed,  mortgages  and liens  without  limit as to
amount upon the property and franchise of this corporation,  and pursuant to the
affirmative  vote, either in person or by proxy, of the holders of a majority of
the capital stock issued and outstanding;  the directors shall have authority to
dispose in any manner of the whole property of this corporation.

                                  ARTICLE VII.

                                  CAPITAL STOCK

     Section  7.01.  Issuance.  The capital  stock of the  corporation  shall be
issued in such  manner  and at such times and upon such  conditions  as shall be
prescribed by the Board of Directors.

     Section 7.02.  Stock  Certificates.  Ownership of stock in the  corporation
shall be evidenced by certificates of stock in such forms as shall be prescribed
by the Board of Directors,  and shall be under the seal of the  corporation  and
signed by the  President or the Vice  President  and also by the Secretary or an
Assistant Secretary.  All certificates shall be consecutively numbered; the name
of the person owing the shares represented thereby with the number of shares and
the date of issue shall be entered on the  corporation's  books. No certificates
shall be valid unless it is signed by the President or Vice President and by the
Secretary  or  Assistant   Secretary.   All  certificates   surrendered  to  the
corporation  shall be canceled and no new certificate  shall be issued until the
former  certificate for the same number of shares shall have been surrendered or
canceled.

                                       13
<PAGE>
     Section  7.03.  Stock  Transfer.  No  transfer  of stock  shall be valid as
against the corporation  except on surrender and cancellation of the certificate
therefor, made either in person or under assignment;  a new certificate shall be
issued therefor. Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in the entry of said
transfer on the books of the corporation.

     Section 7.04.  Transfer  Rules and Transfer  Agent.  The Board of Directors
shall have the power and  authority to make all such rules and  regulations  not
inconsistent  herewith as it may deem expedient  concerning the issue,  transfer
and  registration  of  certificates  for  shares  of the  capital  stock  of the
corporation. The Board of Directors may appoint a transfer agent and a registrar
of transfers  and may require all stock  certificates  to near the  signature of
each transfer agent and such registrar of transfer.

     Section 7.05.  Stock Ledgers.  The Stock Transfer Books shall be closed for
all meetings of the  stockholders  for the period of ten (10) days prior to such
meetings  and shall be closed for the payment of  dividends  during such periods
from  time to time may be  fixed by the  Board of  Directors,  and  during  such
periods no stock shall be transferable.

     Section 7.06. Lost or Destroyed  Certificates.  The corporation may issue a
new  certificate  for  shares  of the  corporation  in place of any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.

     Section 7.07. Closing of Transfer Books and Fixing of Record Date.

     (a) The Board of Directors shall have power to close the share books of the
corporation  for a period of not to exceed sixty (60) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholders for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid,  the Board of
Directors may fix in advance a date, not exceeding sixty (60) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such dividend,  or to any such allotment of rights, or to exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

                                       14
<PAGE>
     (c) If the share  transfer  books  shall be closed or a record date set for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

     Section 7.08. No Limitation  on Voting  Rights;  Limitation on  Dissenter's
Rights.  To the extent  permissible under the applicable law of any jurisdiction
to which  the  corporation  may  become  subject  by reason  of the  conduct  of
business,  the ownership of assets, the residence of shareholders,  the location
of offices or facilities,  or any other item, the  corporation  elects not to be
governed by the provisions of any statute that (i) limits, restricts,  modified,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one  vote  for  each  share  of  common  stock  registered  in the  name of such
shareholder  on the books of the  corporation,  without  regard to whether  such
shares were acquired  directly from the corporation or from any other person and
without regard to whether such  shareholder  has the power to exercise or direct
the exercise of voting power over any specific  fraction of the shares of common
stock  of  the  corporation  issued  and  outstanding  or  (ii)  grants  to  any
shareholder  the right to have his or her stock  redeemed  or  purchased  by the
corporation or any other  shareholder on the  acquisition by any person or group
of persons of shares of the corporation.  In particular, to the extent permitted
under the laws of the state of incorporation,  the corporation  elects not to be
governed by any such provision,  including the provisions of  ss.16-10a-1301  to
ss.16-10a-1331,  inclusive, of the Utah Revised Business Corporation Act, or any
statute of similar effect or tenor.

     Section  7.09.  Dividends.  The Board of Directors  shall have the power to
reserve  over and  above the  capital  stock  paid in,  such an  amount,  in its
discretion,  as it may deem  advisable to fix as a reserve  fund,  and may, from
time to time, declare dividends from the accumulated  profits of the corporation
in excess of the amounts so reserved,  and pay the same to the  stockholders  of
the  corporation,  and may also, if it deems the same  advisable,  declare stock
dividends of the unissued capital stock.

                                  ARTICLE VIII.

         INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS

     Section 8.01.  Indemnification:  Third Party Actions. To the fullest extent
permitted under Utah Law, the corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action,  or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees) judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with any such action, suit or proceeding,  if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  action or proceeding,  he or she had reasonable  cause to believe that
his or her conduct was unlawful.

                                       15
<PAGE>
     Section 8.02.  Indemnification:  Corporate  Actions.  To the fullest extent
permitted under Utah Law, the corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action  or suit by or in the  right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit,  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim, issue, or matter as to which such a person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine on application  that,  despite the adjudication
of liability but in view of all  circumstances of the case, the person is fairly
and  reasonably  entitled  to  indemnity  for such  expenses  as the court deems
proper.

     Section  8.03.  Determination.  To the  extent  that a  director,  officer,
employee,  or agent of the  corporation  has been  successful  on the  merits or
otherwise in defense of any action,  suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim,  issue, or matter therein,  he
or she  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and  reasonably  incurred by him or her in  connection  therewith.  Any
other  indemnification under Sections 8.01 and 8.02 hereof, shall be made by the
corporation upon a determination that indemnification of the officer,  director,
employee,  or agent is proper in the circumstances because he or she has met the
applicable  standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination  shall be made either (i) by the Board of  Directors by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit, or proceeding;  or (ii) by independent legal counsel on a written opinion;
or (iii) by the  shareholders  by a majority vote of a quorum of shareholders at
any meeting duly called for such purpose.

     Section 8.04. General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.

                                       16
<PAGE>
     Section 8.05. Advances.  Expenses incurred in defending a civil or criminal
action,  suit, or proceeding as  contemplated in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that  he or she is to  indemnified  by the  corporation  as  authorized  by this
Section.

     Section 8.06. Scope of Indemnification.  The indemnification  authorized by
this  Section  shall  apply  to all  present  and  future  directors,  officers,
employees,  and agents of the  corporation and shall continue as to such persons
who ceases to be directors,  officers,  employees, or agents of the corporation,
and shall inure to the benefit of the heirs,  executors,  and  administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.

     Section  8.07.  Insurance.   The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  employee,  or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against any such  liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                                   ARTICLE IX.

                                  MISCELLANEOUS

     Section  9.01.  Company  Records.  A copy of the Stock and Transfer  Books,
Articles of Incorporation and the Bylaws of the corporation shall be kept at its
principal  office of the  corporation  in the State of Utah,  and at such  other
places as may be prescribed by the Board of Directors.

     Section 9.02. Salaries. No director nor executive officer shall be entitled
to any salary or compensation  for any services  performed for the  corporation,
unless such salary or compensation  shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all of the directors voting in favor
thereof.

                                   ARTICLE X.

                               AMENDMENT OF BYLAWS

     Section 10.01. Amendment Procedures. Amendments and changes of these Bylaws
may be made at any  regular or special  meeting of the Board of  Directors  by a
majority  vote of the  Board of  Directors,  or may be made by a vote  of,  or a
consent in  writing  signed  by,  the  holders  of a majority  of the issued and
outstanding capital stock.

                                       17
<PAGE>
                            CERTIFICATE OF SECRETARY

     The  undersigned  does hereby certify that he is the secretary of Covingham
Capital Corp., a corporation  duly organized and existing under and by virtue of
the laws of the  State of Utah;  that the  above  and  foregoing  Bylaws of said
corporation  were duly adopted by the Board of Directors of the  corporation and
by the Shareholders of the corporation,  and that the above and foregoing Bylaws
are now in full force and effect.

     Dated: September 25, 1999

                                                /s/ George G. Chachas
                                                --------------------------------
                                                George G. Chachas, Secretary