BYLAWS
                                OF
                  BROADCAST INTERNATIONAL, INC.


                            ARTICLE I
                              OFFICE

     The Board of Directors shall designate and the Corporation shall maintain
a principal office.   The location of the principal office may be changed by
the Board of Directors.   The Corporation may also have offices in such other
places as the Board may from time to time designate.

     The location of the principal office of the Corporation shall be:

               7050 Union Park Ave.  #600
               Midvale, Utah  84047


                            ARTICLE II
                       SHAREHOLDERS MEETING

     Section 1.    Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the state of
incorporation as shall be set forth in compliance with these Bylaws.   The
meeting shall be held after the fourth month following the close of the
Corporation's fiscal year on such date as soon thereafter as the Board of
Directors in its discretion shall determine.   This meeting shall be for the
election of Directors and for the transaction of such other business as may
properly come before it.

     Section 2.    Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the Chief
Executive Officer, or a majority of the Directors, and must be called by the
Chief Executive Officer upon written request of the holders of 10% of the
outstanding shares entitled to vote at such special meeting.   Written notice
of such meeting stating the place, the date and hour of the meeting, the
purpose or purposes for which it is called, and the name of the person by whom
or at whose direction the meeting is called shall be given.   The notice shall
be given to each shareholder of record in the same manner as notice of the
annual meeting.   No business other than that specified in the notice of the
meeting shall be transacted at any such special meeting.

     Section 3.    Notice of Shareholders Meetings. The Secretary shall give
written notice stating the place, day, and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called, which shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail to each
shareholder 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 shareholder at his address as it appears on the books
of the Corporation, with postage thereon prepaid.

     Section 4.    Place of Meeting. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors.  A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without the state of
incorporation as the place for the holding of 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.

     Section 5.    Record Date.  The Board of Directors may fix a date not
less than ten nor more than fifty days prior to any meeting as the record date
for the purpose of determining shareholders entitled to notice of and to vote
at such meetings of the shareholders.   The transfer books may be closed by
the Board of Directors for a stated period not to exceed fifty days for the
purpose of determining shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose.

     Section 6.   Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority 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 a meeting resumed after any such adjournment at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed.

     Section 7.    Voting. A holder of an outstanding share, entitled to vote
at a meeting, may vote at such meeting in person or by proxy.   Except as may
otherwise be provided in the Articles of Incorporation, every shareholder
shall be entitled to one vote for each share standing in his name on the
record of shareholders.   Except as herein or in the Articles of Incorporation
otherwise provided, all corporate action shall be determined by a majority of
the votes cast at a meeting of shareholders by the holders of shares entitled
to vote thereon.

     Section 8.    Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder 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.   No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

     Section 9.    Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any 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.


                           ARTICLE III
                        BOARD OF DIRECTORS

     Section 1.    General Powers. The business and affairs of the Corporation
shall be managed by its Board of "Directors.   The Board of Directors may
adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper.

     Section 2.    Number, Tenure and Qualifications. The number of Directors
of the Corporation shall be no less than three (3) and no more than (7).   The
number of Directors may be varied by amending these Bylaws.   Each Director
shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified.   Directors need not be
residents of the state of incorporation or shareholders of the Corporation.

     Section 3.    Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than by this Bylaw, immediately
following after and at the same place as the annual meeting of shareholders.
The Board of Directors may provide, by resolution the time and place for the
holding of additional regular meetings without other notice than this
resolution.
     Section 4.    Special Meetings. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the Chief
Executive Officer, or by one-third of the Directors.   The Secretary shall
give notice of the time, place and purpose or purposes of each special meeting
by mailing the same at least two days before the meeting or by telephoning or
telegraphing the same at least one day before the meeting to each Director.

     Section 5.    Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice.   At any meeting at which a quorum of directors shall be present, even
though without any notice, any business may be transacted.

     Section 6.    Manner of Acting. At all meetings of the Board of
Directors, each Director shall have one vote.   The act of a majority present
at a meeting shall be the act: of the Board of Directors, provided a quorum is
present.   Any action required to be taken or which may be taken at a meeting
of the Board of Directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
members of the Board of Directors.

     Section 7.    Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation, or removal of any Director, or
if the authorized number of Directors be increased, or if the shareholders
fail at any meeting of shareholders at which any Director is to be elected, to
elect the full authorized number to be elected at that meeting.   Any such
vacancy may be filled by the Directors then in office, though less than a
quorum.

     Section 8.    Removals. Directors may be removed at any time by the
shareholders.   Vacancies resulting from any removal shall be filled by the
Directors then in office, though less than a quorum, to hold office until the
next annual meeting or until his successor is duly elected and qualified,
except that any directorship to be filled by reason of removal by the
shareholders may be filled by election by the shareholders at the meeting at
which the Director is removed.   No reduction of the authorized number of
Directors shall have the effect of removing any Director prior to the
expiration of his term of office.

     Section 9.    Resignation.  A Director may resign at any time by
delivering written notification thereof to the Chief Executive Officer or
Secretary of the Corporation.   Resignation shall become effective upon its
acceptance by the Board of Directors; provided, however, that if the Board of
Directors has not acted thereon within ten days from the date of its delivery,
the resignation shall upon the tenth day be deemed accepted.

     Section 10.    Presumption of Assent. A Director of the Corporation who
is present at a meeting of the Board of Directors at which action an 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.

     Section 11.    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 12.    Chairman. The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors.   In the absence of such an election,
the Chief Executive Officer shall serve as Chairman of the Board.


                            ARTICLE IV
                             OFFICERS

     Section 1.    Number. The officers of the Corporation shall be a Chief
Executive Officer, President, one or more Vice-Presidents, a Chief Financial
Officer, a Secretary, a Treasurer, a general Manager, and a general Counsel,
each of whom shall be elected by a majority of the Board of Directors.   Such
other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors.   In its discretion, the Board
of Directors may leave unfilled for any such period as it may determine any
office except those of Chief Executive Officer and Secretary.   Any two or
more offices may be held by the same person, except the offices of Chief
Executive Officer and Secretary.   The Chief Executive Officer shall be a
member of the Board of Directors.   Other officers may or may not be directors
or shareholders of the Corporation.

     Section 2.    Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders.   If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as convenient.   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.

     Section 3.    Resignations. Any officer may resign at any time by
delivering a written resignation either to the Chief Executive Officer or to
the Secretary.   Unless otherwise specified therein, such resignation shall
take effect upon delivery.

     Section 4.    Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.   Election or appointment
of an officer or agent shall not of itself create contract rights.   Any such
removal shall require a two-thirds vote of the Board of Directors, exclusive
of the officer in question if he is also a Director.

     Section 5.    Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall
be created, may be filled by the Board of Directors for the unexpired portion
of the term.

     Section 6.    Chief Executive Officer.  The Chief Executive Officer shall
be the chief executive and administrative officer of the company.   He shall
preside at all meetings of the stockholders and, in the absence of the
Chairman of the Board, at meetings of the Board of Directors.   He shall
exercise such duties as customarily pertain to the office of Chief Executive
Officer and shall have general and active supervision over the property,
business, and affairs of the company and over its several officers.   He may
appoint officers, agents, or employees other than those appointed by the Board
of Directors.   He may sign, execute and deliver in the name of the company
powers of attorney, contracts, bonds and other obligations, and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.

     Section 7.    President. The President shall have such powers and perform
such duties as may be assigned to him by the Board of Directors or the Chief
Executive Officer.   In the absence or disability of the Chief Executive
Officer, the President shall perform the duties and exercise the powers of the
Chief Executive Officer.   The President may sign and execute contracts and
other obligations pertaining to the regular course of his duties.

     Section 8.    Vice-President. The Vice-President shall have such powers
and perform such duties as may be assigned to him by the Board of Directors or
the Chief Executive Officer.   In the absence or disability of the President,
the Vice-President designated by the Board or the Chief Executive Officer
shall perform the duties and exercise the powers of the President.   A
Vice-President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.

     Section 9.    Secretary. The Secretary shall, subject to the direction of
a designated Vice-President, keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent ordered by the
Board of Directors or the Chief Executive Officer, the minutes of meetings of
all committees.   He shall cause notice to be given of meetings of
stockholders, of the Board of Directors, and of any committee appointed by the
Board.   He shall have custody of the corporate seal and general charge of the
records, documents and papers of the company not pertaining to the performance
of the duties vested in other officers, which shall at all reasonable times be
open to the examination of any Director.   He may sign or execute contracts
with the Chief Executive Officer, President, or a Vice-President thereunto
authorized in the name of the company and affix the seal of the company,
thereto.   He shall perform such other duties as may be prescribed from time
to time by the Board of Directors or by the Bylaws.   He shall be sworn to the
faithful discharge of his duties.   Assistant Secretaries shall assist the
Secretary and shall keep and record such minutes of meetings as shall be
directed by the Board of Directors.

     Section 10.    Treasurer, Chief Financial Officer. The Treasurer, Chief
Financial Officer shall, subject to the direction of the President, have
general custody of the collection and disbursement of funds of the company.
He shall endorse on behalf of the company for collection checks, notes and
other obligations, and shall deposit the same to the credit of the company in
such bank or banks or depositories as the Board of Directors may designate.
He may sign, with the Chief Executive Officer or such other persons as may be
designated for the purpose by the Board of Directors, all bills of exchange or
promissory notes of the company.   He shall enter or cause to be entered
regularly in the books of the company full and accurate account of all monies
received and paid by him on account of the company; shall at all reasonable
times exhibit his books and accounts to any Director of the company upon
application at the office of the company during business hours; and, whenever
required by the Board of Directors or the Chief Executive Officer, shall
render a statement of his accounts.   He shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the
Bylaws.

     Section 11.    General Counsel. The General Counsel shall advise and
represent the company generally in all legal matters and proceedings, and
shall act as counsel to the Board of Directors and the Executive Committee.
The General Counsel may sign and execute pleadings, powers of attorney
pertaining to legal matters, and any other contracts and documents in the
regular course of his duties.

     Section 12.    General Manager. The Board of Directors may employ and
appoint a General Manager who, or may not, be one of the officers or Directors
of the corporation.   He shall be the chief operating officer of the
corporation and, subject to the directions of the Board of Directors, shall
have general charge of the business operations of the corporation and general
supervision over its employees and agents.   He shall have the exclusive
management of the business of the corporation and of: all of its dealings, but
at all times subject to the control of the Board of Directors.   Subject to
the approval of the Board of Directors or the Executive Committee, he shall
employ all employees of the corporation, or delegate such employment to
subordinate officers, or such division chiefs, and shall have authority to
discharge any person so employed.   He shall make a report to the Chief
Executive Officer and Directors quarterly, or more often if required to do so,
setting forth the result of the operations under his charge, together with
suggestions looking to the improvement and betterment of the condition of the
corporation, and to perform such other duties as the Board of Directors shall
require.

     Section 13.    Other Officers. Other officers shall perform such duties
and have such powers as may be assigned to them by the Board of Directors.

     Section 14.    Salaries. The salaries or 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.   No officer shall be prevented from receiving
any such salary or compensation by reason of the fact that he is also a
Director of the corporation.

     Section 15.    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
duties to the corporation, including responsibility for negligence and for the
accounting for all property, monies or securities of the corporation which may
come into his hands.


                            ARTICLE V
                            COMMITTEES

     Section 1.    Executive Committee. The Board of Directors may appoint
from among its members an Executive Committee of not less than two nor more
than seven members, one of whom shall be the Chief Executive Officer, and
shall designate one of such members as Chairman.   The Board may also
designate one or more of its members as alternates to serve as members of the
Executive Committee in the absence of a regular member or members.   The Board
of Directors reserves to itself alone the power to declare dividends, issue
stock, recommend to stockholders any action requiring their approval, change
the membership of any committee at any time, fill vacancies therein, and
discharge any committee either with or without cause at any time.   Subject to
the foregoing limitations, the Executive Committee shall possess and exercise
all other powers of the Board of Directors during the intervals between
meetings.

     Section 2.    Other Committees. The Board of Directors may also appoint
from among its own members such other committees as the Board of Directors may
determine, which shall in each case consist of not less than two Directors,
and which shall have such powers and duties as shall from time to time be
prescribed by the Board.  The Chief Executive Officer shall be a member ex
officio of each committee appointed by the Board of Directors.  A majority of
the members of any committee may fix its rules of procedure.


                            ARTICLE VI
              CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.    Contracts. The Board of 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.

     Section 2.    Loans. No loan 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 or transferred 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 3.    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 Board of Directors
may select, or as may be selected by any officer or agent authorized to do so
by the Board of Directors.

     Section 4.    Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the corporation shall be signed
by such officer or officers or such agent or agents of the corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its duly
authorized depositories shall be made in such manner as the Board of Directors
from time to time may determine.

     Section 5.    Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the Chief Executive Officer, President or a Vice-President and by
the Treasurer or by the Secretary, and sealed with the seal of the
corporation.  The seal may be 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 facsimile.  In case any
officer who signed, or whose facsimile signature has been used on any such
bond or debenture, shall 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 though the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.


                           ARTICLE VII
                          CAPITAL STOCK

     Section 1.    Certificate of Shares. The shares of the corporation shall
be represented by certificates prepared by the Board of Directors and signed
by the Chief Executive Officer, President or the Vice-President and by the
Secretary, and sealed with the seal of the corporation or a facsimile.  The
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or one of its employees.  All certificates
for shares shall be consecutively numbered or otherwise identified.  The name
and address of the person to whom the shares represented thereby are issued,
with the number of shares and dates of issue, shall be entered on the stock
transfer books of the corporation.  All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lot, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.

     Section 2.    Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

     Section 3.    Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may
require that stock certificates shall be countersigned and registered by one
or more of such transfer agents and registrars.

     Section 4.    Lost or Destroyed Certificates. The corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed.  The Board of Directors may require the owner of
such a certificate or his legal representative to give the corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the corporation as transfer agents and registrars, if any, against
claims that may be made on account of the issuance of such new certificates.
A new certificate may be issued without requiring any bond.

     Section 5.    Consideration for Shares. The capital stock of the
corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors.
In the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of
shares shall be conclusive.

     Registered Shareholders.  The company shall be entitled to treat the
holder of record of any share or shares of stock as the holder thereof, in
fact, and shall not be bound to recognize any equitable or other claim to or
on behalf of this company to any and all of the rights and power incident to
the ownership of such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consent on behalf of this company
in connection with the exercise by this company of the rights and powers
incident to the ownership of such stock.  The Board of Directors, from time to
time, may confer like powers upon any other person or persons.


                           ARTICLE VIII
                         INDEMNIFICATION

     Section 1.    Indemnification.  No officer or Director shal1 be
personally liable for any obligations of the corporation or for any duties or
obligations arising out of any acts or conduct of said officer or Director
performed for or on behalf of the corporation.  The corporation shall and does
hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a Director or officer
of the corporation from and against any and all claims, judgment sand
liabilities to which such persons shall become subject by reason of his having
heretofore or hereafter been a Director or officer of the corporation, or by
reason of any action alleged to have been heretofore or hereafter taken or
omitted to have been taken by him as such Director or officer, and shall
reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability, including
power to defend such person from all suits or claims as provided for under the
provisions of the Business Corporation Act of the state of incorporation;
provided, however, that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim or liability
arising out of his own negligence or willful misconduct.  The rights accruing
to any person under the foregoing provisions of this section shall not exclude
any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the corporation to indemnify or
reimburse such person in any proper case, even though not specifically herein
provided for.  The corporation, its directors, officers, employees and agents
shall be fully protected in taking any action or making any payment, or in
refusing so to do in reliance upon the advice of counsel.

     Section 2.    Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in
his 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 or employee, and shall inure to the benefit of the heirs, executors
and administrators of such person.

     Section 3.    Insurance. The corporation may purchase and maintain
insurance an behalf of any person who is or was a Director, officer or
employee 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 and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against liability under the provisions of this section.

     Section 4.    Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at the expense of the corporation by the payment of
the amount of such settlement and the costs and expenses incurred in
connection therewith.


                            ARTICLE IX
                         WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder" or
Director of the corporation under the provisions of these Bylaws, or under the
provisions of the Articles of Incorporation, or under the provisions of the
Business Corporation Act of the state 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.  Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the express purpose of
objecting to the legality of that meeting.


                            ARTICLE X
                            AMENDMENTS

     These bylaws may be altered, amended, repealed, or new bylaws adopted by
the Board of Directors at any regular or special meeting.  Any bylaw adopted
by the Board may be repealed or changed by action of the shareholders.


                            ARTICLE XI
                           FISCAL YEAR

     The fiscal year of the corporation shall be fixed and may be varied by
resolution of the Board of Directors.


                           ARTICLE XII
                            DIVIDENDS

     The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the surplus of the
corporation.

                           ARTICLE XIII
                          CORPORATE SEAL

     The seal of the corporation shall be in the form of a circle and shall
bear the name of the corporation and the year of incorporation per sample
affixed hereto.



S E A L                        /s/  Reed L Benson
                               _________________________________________
                               Secretary

Dated:  August 12, 2005