BY-LAWS

                                       OF

                                  VANTAGE, INC.

                               ARTICLE I - OFFICES

         The principal  office of the  corporation in the State of Utah shall be
located in the City of Salt Lake,  County of Salt Lake. The corporation may have
such other offices,  either within or without the State of  incorporation as the
board of directors may designate or as the business of the  corporation may from
time to time require.

                            ARTICLE II - STOCKHOLDERS

1.  ANNUAL MEETING.

           The annual meeting of the stockholders  shall be held on the 28th day
of January in each year,  beginning with the year 1987 at the hour three o'clock
P.M.,  for the purpose of electing  directors  and for the  transaction  of such
other  business as may come before the meeting.  If the day fixed for the annual
meeting  shall  be a legal  holiday  such  meeting  shall  be  held on the  next
succeeding business day.

2.  SPECIAL MEETINGS.

         Special  meetings of the  stockholders,  for any  purpose or  purposes,
unless otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less  than ten percent  of all the  outstanding  shares  of the  corporation
entitled to vote at the meeting.

3.  PLACE OF MEETING.

         The directors  may  designate  any place,  either within or without the
State unless  otherwise  prescribed by statute,  as the place of meeting for any
annual meeting or for any special  meeting called by the directors.  A waiver of
notice signed by all  stockholders entitled  to vote at  a meeting may designate

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any place,  either  within or without the state unless  otherwise  prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the place of  meeting  shall be the
principal office of the corporation.

4.  NOTICE OF MEETING.

         Written or printed  notice  stating the  place,  day  and hour  of  the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called,  shall be  delivered  not less than ten nor more than  thirty
days before the date of the meeting,  either personally or by mail, by or at the
direction of the president,  or the secretary, or the officer or persons calling
the meeting,  to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail,  addressed to the  stockholder  at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.

5.  CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

         For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment  thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders  for any other proper purpose,  the directors of the corporation
may provide that the stock  transfer  books shall be closed for a stated  period
but not to exceed,  in any case,  thirty days. If the stock transfer books shall
be closed for the purpose of determining  stockholders  entitled to notice of or
to vote at a meeting of  stockholders,  such books  shall be closed for at least
ten days  immediately  preceding  such  meeting.  In lieu of  closing  the stock
transfer  books,  the directors may fix in advance a date as the record date for
any  such  determination of  stockholders,  such date in any case to be not more
than thirty days and,  in case of a meeting of  stockholders,  not less than ten
days  prior  to  the  date  on  which  the  particular   action  requiring  such
determination  of  stockholders  is to be taken. If the stock transfer books are
not closed and no record  date is  fixed for the  determination  of stockholders
entitled to notice of or to vote at a meeting of stockholders,  or stock holders
entitled  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 directors declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination of stockholders.  When a determination of stockholders entitled to

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vote at any meeting of  stockholders  as been made as provided in this  section,
such determination shall apply to any adjournment thereof.

6.  VOTING LISTS.

         The  officer or agent  having  charge of the stock  transfer  books for
shares of the  corporation  shall make, at least ten days before each meeting of
stockholders,  a  complete  list of the  stockholders  entitled  to vote at such
meeting,  or any adjournment  thereof,  arranged in alphabetical order, with the
address of and the number of shares held by each,  which  list,  for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the  corporation  and shall be subject to  inspection by any stockholder  at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the  inspection  of
any  stockholder  during  the whole  time of the  meeting.  The  original  stock
transfer  book  shall be prima  facie  evidence  as to who are the  stockholders
entitled  to examine  such list or  transfer  books or to vote at the meeting of
stockholders.

7.  QUORUM.

         At any meeting of Stockholders  one-third of the outstanding  shares of
the  corporation  entitled  to vote,  represented  in person or by proxy,  shall
constitute  a quorum at a meeting of  stockholders.  If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  The stockholders  present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

8.  PROXIES.

         At all  meetings  of  stockholders,  a  stockholder  may  vote by proxy
executed in writing by the  stockholder  or by his duly  authorized  attorney in
fact. Such proxy shall be filed with the secretary of the corporation  before or
at the time of the meeting.

9.  VOTING.

         Each  stockholder  entitled  to vote in  accordance  with the terms and
provisions  of the  certificate  of  incorporation  and these  by-laws  shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to

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vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors  and upon any  question  before the  meeting  shall be by ballot.  All
elections for directors  shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate of Incorporation or the laws of this State.

10. ORDER OF BUSINESS.

         The order of business at all meetings of the stockholders,  shall be as
follows:

         1.  Roll call.

         2.  Proof of notice of meeting or waiver of notice.

         3.  Reading of minutes of preceding meeting.

         4.  Reports of Officers.

         5.  Reports of Committees.

         6.  Election of Directors.

         7.  Unfinished Business.

         8.  New Business.

11. INFORMAL ACTION BY STOCKHOLDERS.

         Unless otherwise  provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the  shareholders,  may be taken  without a meeting if a consent in  writing,
setting  forth the action so taken,  shall be signed by all of the  shareholders
entitled to vote with respect to the subject matter thereof.

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                        ARTICLE III - BOARD OF DIRECTORS

1.  GENERAL POWERS.

         The  business  and affairs of the  corporation  shall be managed by its
board of directors.  The directors  shall in all cases act as a board,  and they
may adopt such rules and  regulations  for the conduct of their meetings and the
management of the corporation,  as they may deem proper,  not inconsistent  with
these by-laws and the laws of this State.

2.  NUMBER, TENURE AND QUALIFICATIONS.

         The number of directors of the corporation shall be no less than three.
Each director  shall hold office until the next annual  meeting of  stockholders
and until his successor shall have been elected and qualified.

3.  REGULAR MEETINGS.

         A regular meeting of the directors,  shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders.  The directors may provide,  by resolution,  the time and place
for the holding of additional  regular  meetings  without other notice than such
resolution.

4.  SPECIAL MEETINGS.

         Special meetings of the directors may be called by or at the request of
the  president or any two  directors.  The person or persons  authorized to call
special  meetings of the  directors  may fix the place for holding any  special.
meeting of the directors called by them.

5.  NOTICE.

         Notice  of any  special  meeting  shall be given  at least  three  days
previously  thereto by written notice  delivered  personally,  or by telegram or
mailed to each director at his business address. If mailed, such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with postage thereon prepaid. If notice he given by telegram,  such notice shall
be deemed to be  delivered  when the  telegram  is  delivered  to the  telegraph
company.  The 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 any business  because the
meeting is not lawfully called or convened.

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6.  QUORUM.

         At any meeting of the  directors a majority  shall  constitute a quorum
for the  transaction  of business,  but if less than said number is present at a
meeting,  a majority of the directors  present may adjourn the meeting from time
to time without further notice.

7.  MANNER OF ACTING.

         The act of the majority of the directors  present at a meeting at which
a quorum is present shall be the act of the directors.

8.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

         Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may be  filled  by a vote  of a  majority  of the
directors  then  in  office,  although  less  than a  quorum  exists.  Vacancies
occurring by reason of the removal of directors without casue shall be filled by
vote of the  stockholders.  A  director  elected  to fill a  vacancy  caused  by
resignation,  death or removal shall be elected to hold office for the unexpired
term of his predecessor.

9.  REMOVAL OF DIRECTORS.

           Any or all of the  directors  may be removed for cause by vote of the
stockholders  or by action of the board.  Directors may be removed without cause
only by vote of the stockholders.

10. RESIGNATION.

         A  director  may  resign  at any time by giving  written  notice to the
board,  the  president or the  secretary of the  corporation.  Unless  otherwise
specified in the notice,  the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

11. COMPENSATION.

         No  compensation  shall  be paid  to  directors,  as  such,  for  their
services,  but by  resolution  of the board a fixed sum and  expenses for actual
attendance  at each regular or special  meeting of the board may be  authorized.
Nothing  herein  contained  shall be construed  to preclude  any  director  from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.

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12. PRESUMPTION OF ASSENT.

         A  director  of the  corporation  who is  present  at a meeting  of the
directors at which action on any corporate  matter is taken shall be presumed to
have  assented to the action  taken  unless his dissent  shall be entered in the
minutes  of the  meeting  or unless he shall  file his  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  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.

13. EXECUTIVE AND OTHER COMMITTEES.

         The board,  by  resolution,  may designate  from among  its members  an
executive  committee  and other  committees,  each  consisting  of three or more
directors. Each such committee shall serve at the pleasure of the board.

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                             ARTICLE IV - OFFICERS

1.  NUMBER.

         The officers of the corporation shall be a president, a vice-president,
a secretary  and a  treasurer,  each of whom shall be elected by the  directors.
Such other  officers  and  assistant  officers  as may be deemed  necessary  may
be elected or appointed by the directors.

2.  ELECTION AND TERM OF OFFICE.

         The officers of the corporation to be elected by the directors shall be
elected  annually at the first meeting of the  directors  held after each annual
meeting of the stockholders.  Each officer shall hold office until his successor
shall  have been duly  elected  and shall have  qualified  or until his death or
until he shall  resign or shall  have been  removed  in the  manner  hereinafter
provided.

3.  REMOVAL.

         Any officer or agent  elected or  appointed  by  the  directors  may be
removed by the directors  whenever in their  judgment the best  interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

4.  VACANCIES.

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification or otherwise,  may be filled by the directors for the unexpired
portion of the term.

5.  PRESIDENT.

         The  president  shall  be  the  principal   executive  officer  of  the
corporation  and,  subject  to the  control of the  directors,  shall in general
supervise  and control all of the  business and affairs of the  corporation.  He
shall,  when  present,  preside at all meetings of the  stockholders  and of the
directors.  He may sign, with the secretary or  any other proper  officer of the
corporation  thereunto  authorized by the directors,  certificates for shares of
the corporation,  any deeds,  mortgages,  bonds, contracts, or other instruments
which the directors  have  authorized to be executed,  except in cases where the
signing and execution  thereof shall be expressly  delegated by the directors or
by these by-laws to some other officer or agent of the corporation,  or shall be
required by law to be otherwise signed or executed; and in general shall perform

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all duties  incident to the office of president  and such other duties as may be
prescribed by the directors from time to time.

6.  VICE-PRESIDENT.

         In the absence of the president or in event of his death,  inability or
refusal to act, the  vice-president  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.  The  vice-president  shall perform such other
duties as from time to time may be  assigned to him by the  President  or by the
directors.

7.  SECRETARY.

         The secretary  shall keep the minutes of the  stockholders'  and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance  with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and of  the  seal  of the
corporation  and keep a register of the post office address of each  stockholder
which shall be furnished  to the  secretary  by such  stockholder,  have general
charge of the stock transfer books of the corporation and in general perform all
duties 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 directors.

8.  TREASURER.

         If required by the 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  directors  shall  determine.  He shall have  charge  and  custody of and be
responsible  for all funds and securities of the  corporation;  receive and give
receipts  for  moneys  due  and  payable  to the  corporation  from  any  source
whatsoever,  and deposit all such moneys in the name of the  corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with these  by-laws  and in general  perform  all of the duties  incident to the
office of  treasurer  and such other duties as from time to time may be assigned
to him by the president or by the directors.

9.  SALARIES.

         The  salaries of the  officers  shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

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               ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.  CONTRACTS.

         The directors  may authorize any officer or officers,  agent or agents,
to enter into any contract or execute and deliver any  instrument in the name of
and on behalf of the corporation,  and such authority may be general or confined
to specific instances.

2.  LOANS.

         No loans  shall be  contracted  on  behalf  of the  corporation  and no
evidences of  indebtedness  shall be issued in its name unless  authorized  by a
resolution  of the  directors.  Such  authority  may be general or  confined  to
specific instances.

3.  CHECKS, DRAFTS, ETC.

         All checks,  drafts or other orders for the payment of money,  notes or
other evidences of indebtedness issued in the name of the corporation,  shall be
signed by such officer or officers,  agent or agents of the  corporation  and in
such  manner  as shall  from time to time be  determined  by  resolution  of the
directors.

4.  DEPOSITS.

         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 or other depositories as the directors may select.

             ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.  CERTIFICATES FOR SHARES.

         Certificates  representing  shares of the corporation  shall be in such
form as shall be determined by the directors.  Such certificates shall be signed
by the president and by the  secretary or by such other  officers  authorized by
law and by the directors.  All  certificates  for shares shall be  consecutively
numbered or otherwise identified. The name and address of the stockholders,  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  canceled  and no new  certificate  shall be issued  until  the  former

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certificate  for a like  number  of  shares  shall  have  been  surrendered  and
canceled,  except that in case of a lost,  destroyed or mutilated  certificate a
new one may be issued there for upon such terms and indemnity to the corporation
as the directors may prescribe.

2.  TRANSFERS OF SHARES.

         (a)  Upon surrender to  the corporation or  the transfer  agent  of the
corporation  of a certificate  for shares duly endorsed or 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, and cancel the old certificate; every such transfer shall be entered on
the  transfer  book of the  corporation  which  shall  be kept at its  principal
office.

          (b) The corporation  shall be  entitled to treat  the holder of record
of any share as the holder in fact thereof, and, accordingly, shall not be bound
to  recognize  any  equitable or other claim to or interest in such share on the
part of any other  person  whether or not it shall have  express or other notice
thereof, except as expressly provided by the laws of this state.

                           ARTICLE VII - FISCAL YEAR

         The fiscal year of the  corporation  shall begin on the last day of the
month in each year as elected by the Directors.

                            ARTICLE VIII - DIVIDENDS

         The directors may from time to time declare,  and the  corporation  may
pay, dividends on its  outstanding  shares  in the manner and upon the terms and
conditions provided by law.

                               ARTICLE IX - SEAL

         The directors shall provide a corporate seal which shall be circular in
form, and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".

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                          ARTICLE X - WAIVER OF NOTICE

         Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation  under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

                             ARTICLE XI - AMENDMENTS

         These  by-laws may be altered,  amended or repealed and new by-laws may
be  adopted by a vote of the  stockholders  representing  a majority  of all the
shares issued and  outstanding,  at any annual  stockholders'  meeting or at any
special  stockholders'  meeting when the proposed  amendment has been set out in
the notice of such meeting.

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                                                               SECRETARY


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