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                                                                     EXHIBIT 3.3

                                     BYLAWS
                                       OF
                           FRC RACING PRODUCTS, INC.,
                              A NEVADA CORPORATION

                                   ARTICLE I.
                                    OFFICES

1.1      Registered Office. The registered office of the Corporation shall be
         located within the State of Nevada, as set forth in the Articles of
         Incorporation. The Board of Directors shall have authority to change
         the registered office of the Corporation, and a statement evidencing
         any such change shall be filed with the Secretary of State of Nevada
         as required by law.

1.2      Offices. The Corporation may have other offices, including its
         principal business office, either within or without the State of
         Nevada, at such places as the Board of Directors may from time to time
         determine.

                                  ARTICLE II.

                                  SHAREHOLDERS

2.1      Regular and Special Meetings. All regular and special meetings of the
         shareholders shall be held at such places, and at such times, whether
         in this state or any other state, as the Board of Directors or the
         shareholders by a majority vote at a regular or special meeting shall
         determine. At such meeting(s), the shareholders may elect directors to
         serve until their successors are duly elected and qualified, and
         conduct such other business of the corporation as may properly come
         before the meeting. A regular or special meeting of the shareholders
         may be called at any time for any purpose or purposes by the Chief
         Executive Officer, or the Chief Financial Officer or by one or more
         directors. If a regular meeting of the shareholders has not been held
         during the immediately preceding fifteen (15) months, shareholders
         holding ten percent (10%) or more of the voting power of the
         shareholders of the corporation may demand a regular meeting of the
         shareholders by written notice of demand given to the Chief Executive
         Officer, or Chief Financial Officer. Within thirty (30) days after
         receipt of the demand, a regular meeting shall be called and held no
         later than ninety (90) days after receipt of the written demand. It
         shall be the duty of the Chief Executive Officer or the Chief Financial
         Officer to call a special meeting of the shareholders upon the receipt
         of a written notice of demand, containing the purposes of the



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         meeting, given to the Chief Executive Officer or Chief Financial
         Officer by shareholders holding ten percent (10%) or more of the voting
         power of the shareholders of the corporation. A special meeting shall
         be called and held no later than ninety (90) days after receipt of the
         written demand.

2.2      Notice. Notice of the time and place of all regular and special
         meetings that are called as above specified may be mailed by an officer
         or agent of the corporation to each shareholder to the last known
         address of said shareholder as the same appears on the books of the
         corporation at least ten (10) but not more than sixty (60) days before
         the date of any regular and special meetings.

2.3      Presiding Officer. The President or Chief Executive Officer shall
         preside at all such meetings of the shareholders. In the absence of the
         President or Chief Executive Officer, the shareholders may choose any
         person present to act as a presiding officer.

2.4      Voting. At every such meeting each shareholder shall be entitled to
         cast one (1) vote for each share of voting stock held in his or her
         name, which vote shall be cast by him or her either in person or by
         proxy. All proxies shall be in writing and shall be filed with the
         Secretary and by him or her entered of record in the minutes of the
         meeting. No proxy shall be entitled to vote eleven (11) months from the
         date of its execution, unless otherwise provided in the proxy.

2.5      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; but the shareholders present at
         any meeting, though less than a quorum, may adjourn the meeting to a
         future time without notice other than an announcement at the meeting.

2.6      Written Action by Shareholders. 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, is signed by at
         least a majority of the shareholders, unless a greater number is
         otherwise required by law.




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                                  ARTICLE III.
                               BOARD OF DIRECTORS


3.1      General Powers. The business and property of the corporation shall be
         managed and controlled by its Board of Directors. The directors may
         exercise all such powers and do all such things as may be exercised or
         done by the corporation, subject to the provisions of the Articles of
         Incorporation, these Bylaws and all applicable law.

3.2      Number and Term. The Board of Directors shall consist of at least one
         member, who need not be a resident of the state of Nevada or a
         shareholder in the Corporation. The number of directors may be
         increased or decreased by resolution of the Board of Directors. Any
         newly created directorships resulting from an action by the Board of
         Directors shall be filled by a majority vote of the directors service
         at the time of the increase. No decrease in the number of directors
         pursuant to this Section shall effect the removal of any director
         then in office except upon compliance with the provisions of Section
         3.9. Except as otherwise provided herein, each director shall be
         elected at a regular meeting of shareholders, or a special meeting
         called for that purpose, except as provided in Section 3.8, and shall
         hold office until the next regular meeting of shareholders or special
         meeting called for that purpose, and thereafter until his or her
         successor is duly elected and qualified, unless a prior vacancy shall
         occur by reason of his or her death, resignation or removal from
         office.

3.3      Regular Meetings. A regular meeting of the directors may be held
         without notice immediately after the adjournment of each shareholders'
         meeting or at such time as may be provided by the Board of Directors.
         Other regular meetings of the directors may be held at such time and at
         such place as shall from time to time be determined by the President or
         the Board of Directors.

3.4      Special Meetings. Special meetings of the Board of Directors may be
         called by the President or any member of the Board of Directors. By
         unanimous consent of the directors, special meetings of the Board may
         be held without notice at any time and place.

3.5      Notice. Notice of all regular and special meetings, except those
         specified in the second sentence of Section 3.4, shall be mailed or
         telegraphed to each

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         director by any director at least two (2) days prior to the time fixed
         for the meeting. All notices of special meeting shall state the purpose
         thereof. Any director may waive notice of any meeting. The attendance
         of a director at any meeting shall constitute a waiver of notice of
         such meeting, unless his or her attendance is for the express purpose
         of objecting to the transaction of business on the grounds that the
         meeting is not lawfully called or convened.

3.6      Quorum. A quorum for the transaction of business at any regular or
         special meeting of the directors shall consist of a majority of the
         members of the Board.

3.7      Election of Officers. The directors shall elect the officers of the
         corporation and fix their salaries, such election to be held at the
         directors' meeting following a regular shareholders' meeting, or at
         such time and at such place as shall from time to time be determined by
         the Board of Directors.

3.8      Vacancies. Vacancies in the Board of Directors may be filled for the
         unexpired term by the remaining directors at any regular or special
         directors' meeting, even though said remaining directors may be less
         than a quorum. Any director elected to fill a newly created
         directorship shall hold office until the next regular meeting of
         shareholders or special meeting of the shareholders called for the
         election of directors and until his or her successor is duly elected
         and qualified; provided, however, all vacancies resulting from death,
         resignation or removal from office shall be filled for their unexpired
         terms before the appointment of any director to fill a newly created
         directorship.

3.9      Removal. The entire Board of Directors or any director or directors may
         be removed from office, with or without cause, at any special meeting
         of the shareholders, duly called for that purpose, as provided by these
         Bylaws, by a vote of the shareholders holding a majority of the shares
         entitled to vote at an election of directors. At such meeting a
         successor or successors may be elected by a vote of the holders of a
         majority of the shares having voting power present in person or
         represented by proxy, or if any such vacancy is not so filled, it may
         be filled by the directors as provided in Section 3.8.

3.10     Committees. The directors may, by resolution approved by a majority
         vote of the Board, establish committees having the authority of the
         Board in the management of


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         the business of the corporation, as that authority is provided for in
         the resolution.

3.11     Written Action by Directors. Any action, other than an action requiring
         shareholder approval, which may or might be taken at a meeting of the
         Board of Directors or of a lawfully constituted committee thereof may
         be taken without a meeting if such action is taken in writing and
         signed by the number of directors that would be required to take the
         action at a meeting of the Board of Directors at which all directors
         were present.

                                  ARTICLE IV.

                                    OFFICERS

4.1      Number. The officers of the corporation shall be elected by the Board
         of Directors and shall include a President/Chief Executive Officer, a
         Treasurer/Chief Financial Officer and a Secretary. The officers may
         also include one or more Vice-Presidents and such other officers and
         assistant officers as the Board of Directors may deem necessary. Except
         as provided in these Bylaws, the Board of Directors shall fix the
         powers, duties and compensation of all officers. Officers may, but need
         not, be directors of the corporation. Any number of offices or
         functions of those offices may be held or exercised by the same person.

4.2      Election and Term of Office. Officers shall be elected at any regular
         meeting of the Board of Directors or at such other time as shall from
         time to time be determined by the Board of Directors and shall hold
         office at the pleasure of the Board. An officer shall hold office until
         his or her successor shall have been duly elected unless prior thereto
         he or she shall have resigned or been removed from office as
         hereinafter provided.

4.3      Removal and Vacancies. Any officer or agent elected or appointed by the
         Board of Directors may be removed with or without cause at any time by
         the vote of a majority of the Board of Directors. Any vacancy in any
         office of the corporation shall be filled by the Board of Directors.

4.4      President. The President shall be the chief executive officer of the
         corporation, shall preside at all meetings of the shareholders and the
         Board of Directors, shall have general and active management of



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         the business of the corporation, and shall see that all orders and
         resolutions of the Board of Directors are carried into effect. He or
         she shall have the general powers and duties usually vested in the
         office of the President and shall have such other powers and perform
         such other duties as the Board of Directors may from time to time
         prescribe.

4.5      Vice-President. The Vice-President, or Vice-Presidents in case there
         are more than one, shall have such powers and perform such duties as
         the President or the Board of Directors may from time to time
         prescribe. In the absence of the President or in the event of his or
         her death, inability or refusal to act, the Vice-President, or in the
         event there be more than one Vice-President, the Vice-Presidents in the
         order designated at the time of their election, or in the event there
         be more than one Vice-President, the Vice-Presidents in the order
         designated at the time of their election, 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. In the absence of
         the Vice-President or in the event of his or her death, inability or
         refusal to act, the Secretary shall have all the powers of and be
         subject to all the restrictions upon the President.

4.6      Secretary. The Secretary shall attend all meetings of the Board of
         Directors and of the shareholders and record all votes and the minutes
         of all proceedings of the Board of Directors and of the shareholders in
         a book to be kept for that purpose. He or she shall keep the stock
         books of the corporation. He or she shall give, or cause to be given,
         notice of all meetings of the shareholders and of special meetings of
         the Board of Directors, and shall perform such other duties and have
         such other powers as the President or the Board of Directors may from
         time to time prescribe.

4.7      Treasurer. The Treasurer shall be the chief financial officer of the
         corporation, shall have the care and custody of the corporate funds and
         securities of the corporation and shall disburse the funds of the
         corporation as may be ordered from time to time by the President or the
         Board of Directors. He or she shall keep full and accurate account of
         all receipts and disbursements in books belonging to the corporation
         and shall have such other powers and perform such other duties as the
         President or the Board of Directors may from time to time prescribe.



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4.8      Other Officers. The Assistant Secretaries and Assistant Treasurers in
         order of their seniority, unless otherwise determined by the Board of
         Directors shall, in the absence or disability of the Secretary or
         Treasurer, perform the duties and exercise the powers of the Secretary
         and Treasurer respectively. Such Assistant Secretaries and Assistant
         Treasurers shall have such other powers and perform such other duties
         as the President or the Board of Directors may from time to time
         prescribe. Any other officers appointed by the Board of Directors shall
         hold office for the term established by the Board of Directors and
         shall have such powers, perform such duties and be responsible to such
         other office as the Board of Directors may from time to time prescribe.

                                   ARTICLE V.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the full extent permitted by Nevada Statutes Chapter 78, as amended from time
to time, or by other provisions of law, each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, wherever brought, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the corporation, or he or she is or was serving at the specific
request of the Board of Directors or the corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified by the corporation against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding, provided, however, that the indemnification with respect to
a person who is or was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
apply only to the extent such person is not indemnified by such other
corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided by this Article V shall continue as to a person or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person and shall apply whether or not the claim against such person
arises out of matters occurring before the adoption of this Article V.

                                  ARTICLE VI.

                                     SHARES

6.1      Certificates of Stock. Unless the Board of Directors has provided that
         the corporation's shares are to be



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         uncertificated, every owner of shares of the corporation shall be
         entitled to a certificate representing the number of shares owned by
         such owner. Certificates representing shares of the corporation shall
         be in such form as shall be determined by the Board of Directors. All
         certificates of shares shall be signed by the President and Secretary
         or by any other officers of the Corporation so authorized by the Board
         of Directors.

6.2      Transfer. Transfer of shares of the corporation shall be made by the
         Corporation's transfer agent, National Stock Transfer, Inc.

6.3      Record Holder. This corporation shall be entitled to treat the holder
         of record of any share or shares of stock as the holder in fact thereof
         for all purposes whatsoever and shall not be bound to recognize any
         equitable or other claim to or interest in such share or shares on the
         part of any other person, whether or not it shall have express or other
         notice thereof, except as may be expressly provided in the laws of the
         State of Minnesota.

6.4      Loss of Certificate. In case of loss or destruction of a certificate of
         stock, no new certificate shall be issued in lieu thereof except upon
         satisfactory proof of the Board of Directors of such loss or
         destruction and upon the giving of satisfactory security, by bond or
         otherwise, against loss to the corporation.

                                  ARTICLE VII.

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

7.1      Contracts. The Board of Directors may authorize any officer or
         officers, agents 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.

7.2      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 Board of Directors. Such authority
         may be general or confined to specific instances.

7.3      Signatures. 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



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         agents of the corporation and in such manner as shall from time to time
         be determined by resolution of the Board of Directors.

7.4      Deposit of Funds. 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.

                                 ARTICLE VIII.

                                 MISCELLANEOUS

8.1      Dividends. The Board of 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.

8.2      Reserves. There may be set aside out of any funds of the corporation
         available for dividends such sum or sums as the directors from time to
         time, in their absolute discretion, think proper as a reserve or
         reserves to meet contingencies, or for equalizing dividends, or for
         repairing or maintaining any property of the corporation, or for the
         purchase of additional property, or for such other purposes as the
         directors shall think conducive to the interest of the corporation, and
         the directors may modify or abolish any such reserves.

8.3      Fiscal Year. The fiscal year of the corporation shall be that period
         established by resolution of the Board of Directors.

8.4      Amendments to Bylaws. Except as limited by the Articles of
         Incorporation of this corporation, these Bylaws may be altered or
         amended by the Board of Directors at any regular or special meeting of
         directors to the full extent permitted by law, subject, however, to the
         power of the shareholders of the corporation to alter, amend, or repeal
         such Bylaws.



Adopted and approved this 15 day of June 1995.

FRC RACING PRODUCTS, INC.

By:  /s/ Brent A. Johnson
     -------------------------------
     Its: Secretary



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