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                                                                     EXHIBIT 3.3

                              AMENDED AND RESTATED

                                    BYLAWS OF

                          VENTURE CATALYST INCORPORATED



                              ARTICLE I - PURPOSES

         SECTION 1.01 PURPOSE. This corporation is organized for any and all
lawful purposes for which corporations may be organized under the Utah Revised
Business Corporation Act, as amended, as set forth in the corporation's Articles
of Incorporation.


                              ARTICLE II - OFFICES

         SECTION 2.01 OFFICES. The principal office of the corporation may be
located at any place, either in or outside the State of Utah, as designated in
the corporation's most current Annual Report filed with the Utah Division of
Corporations and Commercial Code. The corporation may have such other offices,
either in or outside the State of Utah, as the board of directors may designate
or as the business of the corporation may require from time to time. The
corporation shall maintain at its principal office a copy of certain records, as
specified in Section 16-10a-1601 of the Utah Revised Business Corporation Act.

         SECTION 2.02 REGISTERED OFFICE. The registered office of the
corporation, required by Section 16-10a-501 of the Utah Revised Business
Corporation Act, shall be located in the State of Utah and may be, but need not
be, identical with the corporation's principal office (if located in the State
of Utah). The address of the registered office may be changed from time to time.


                           ARTICLE III - SHAREHOLDERS

         SECTION 3.01 ANNUAL MEETING. The corporation shall hold an annual
meeting of shareholders at such time, date and place as the board of directors
shall determine, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.



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         SECTION 3.02 SPECIAL MEETING. The corporation shall hold a special
meeting of the shareholders:

                           (i) on call of its board of directors, the chairman
                  of the board of directors; or

                           (ii) if the holders of shares representing at least
                  ten percent (10%) of all the votes entitled to be cast on any
                  issue that is proposed to be considered at a special meeting
                  sign, date and deliver to the corporation's secretary one or
                  more written demands for the meeting, stating the purpose or
                  purposes for which it is to be held.

         SECTION 3.03 PLACE OF MEETINGS. The board of directors may designate
any place, either in or outside the State of Utah, as the place at which any
annual or special meeting is to be held. If no designation is made, the meeting
shall be held at the corporation's principal office.

         SECTION 3.04 ACTION WITHOUT A MEETING.

                  (a) ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting and without prior notice if one or more consents in writing, setting
forth the action so taken, are signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
thereon were present and voted.

                  (b) NOTICE OF ACTION. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten (10) days before the
consummation of the action authorized by the approval to:

                           (i) those shareholders entitled to vote who have not
         consented in writing; and

                           (ii) those shareholders not entitled to vote and to
         whom the Utah Revised Business Corporation Act requires that notice of
         the proposed action be given.

The notice must contain or be accompanied by the same material that, under the
Utah Revised Business Corporation Act and these Bylaws, would have been required
to be sent in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.



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                  (c) WITHDRAWAL OF CONSENT. Any shareholder giving a written
consent or the shareholder's proxyholder, or a transferee of the shares or a
personal representative of the shareholder or their respective proxyholder, may
revoke the consent by a signed writing describing the action and stating that
the shareholder's prior consent is revoked, if the writing is received by the
corporation prior to the effectiveness of the action.

                  (d) EFFECTIVE DATE OF ACTION. An action taken pursuant to this
Section 3.04 is not effective unless all written consents on which the
corporation relies for the taking of an action pursuant to subsection (a) are
received by the corporation within a sixty (60) day period and not revoked
pursuant to subsection (c). Action taken pursuant to this Section 3.04 is
effective as of the date the last written consent necessary to effect the action
is received by the corporation, unless all of the written consents necessary to
effect the action specify a later date as the effective date of the action, in
which case the later date shall be the effective date of the action. If the
corporation has received written consents as contemplated by subsection (a)
signed by all shareholders entitled to vote with respect to the action, the
effective date of the action may be any date that is specified in all the
written consents as the effective date of the action

                  (e) ELECTION OF DIRECTORS. Notwithstanding subsection (a),
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.

                  (f) RECORD DATE. If not otherwise determined under Section
3.06 of these Bylaws, the record date for determining shareholders entitled to
take action without a meeting or entitled to be given notice under subsection
(b) of action so taken is the date the first shareholder delivers to the
corporation a writing upon which the action is taken pursuant to subsection (a).

         SECTION 3.05 NOTICE OF MEETING.

                  (a) NOTICE REQUIRED. The corporation shall give notice to
shareholders of the date, time and place of each annual and special
shareholders' meeting no fewer than ten (10) nor more than sixty (60) days
before the meeting date. Notice shall be deemed effective at the earlier of (i)
when deposited in the United States mail, addressed to the shareholder at his or
her address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid; (ii) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (iii) when received; or (iv) five (5)
days after deposit in the United States mail mailed postpaid and correctly
addressed to an address other than that shown in the corporation's current
record of shareholders.



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                  (b) EXCEPTION TO NOTICE REQUIREMENT. Notwithstanding any
requirement in these Bylaws or elsewhere that notice be given, the corporation
shall not be required to give notice to any shareholder to whom:

                           (i) a notice of two (2) consecutive annual meetings,
         and all notices of meetings during the period between the two (2)
         consecutive annual meetings, have been mailed, addressed to the
         shareholder at the shareholder's address as shown on the corporation's
         records, and have been returned undeliverable; or

                           (ii) at least two (2) payments, if sent by first
         class mail, of dividends or interest on securities during a twelve (12)
         month period, have been mailed, addressed to the shareholder at the
         shareholder's address as shown on the records of the corporation, and
         have been returned undeliverable.

                  (c) CONTENTS OF NOTICE.

                           (i) The notice of every shareholders' meeting must
         state the place, day and time of the meeting.

                           (ii) Notice of an annual meeting need not include a
         description of the purpose or purposes for which the meeting is called,
         except for those matters specified by law or these Bylaws for which
         specific notice must be given.

                           (iii) Notice of a special meeting must include a
         description of the purpose or purposes for which the meeting is called.

                           (iv) If a purpose of any shareholder meeting is to
         consider either (1) a proposed amendment of the Articles of
         Incorporation (including any restated Articles requiring shareholder
         approval); (2) a plan of merger or share exchange; (3) the sale, lease,
         exchange or other disposition of all, or substantially all of the
         corporation's property; (4) the dissolution of the corporation; or (5)
         the removal of a director, the notice must so state and be accompanied
         by respectively a copy or summary of the (1) amendment; (2) plan of
         merger or share exchange; and (3) a description of the transaction
         involving the disposition of all or substantially all the corporation's
         property. If the proposed corporate action creates dissenters' rights
         under Part 13 of the Utah Revised Business Corporation Act, the notice
         must state that shareholders are, or may be, entitled to assert
         dissenters' rights, and must be accompanied by a copy of such Part 13.

                  (d) WAIVER OF NOTICE. A shareholder may waive any notice
required by these Bylaws, before or after the date and time stated in the notice
as the date or time



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when any action will occur or has occurred. The waiver must be in writing, be
signed by the shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the minutes or filing with the corporate records.

                  (e) WAIVER BY ATTENDANCE. A shareholder's attendance at a
meeting:

                           (i) waives objection to lack of notice or defective
         notice of the meeting, unless the shareholder at the beginning of the
         meeting objects to holding the meeting or transacting business at the
         meeting because of lack of notice or defective notice; and

                           (ii) in the case of a special meeting, waives
         objection to consideration of a particular matter at the meeting that
         is not within the purposes described in the meeting notice, unless the
         shareholder objects to considering the matter when it is presented.

         SECTION 3.06 RECORD DATE FOR MEETINGS AND OTHER ACTIONS.

                  (a) FIXING OF RECORD DATE. The board of directors by
resolution may fix a record date in order to determine the shareholders entitled
to receive notice of a shareholders' meeting, and to determine the shareholders
who are entitled to take action without a meeting, to demand a special meeting,
to vote, or to take any other action. Such record date may not be more than
seventy (70) days before the meeting or action requiring the determination of
shareholders.

                  (b) DEFAULT RECORD DATE. If the board of directors does not
fix a record date, the record date for determining shareholders entitled to
notice of and to vote at an annual or special shareholders' meeting is the close
of business on the date before the first notice is delivered to shareholders.

                  (c) ADJOURNMENT. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the board of directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting,

         SECTION 3.07 RECORD DATE OF DIVIDENDS AND OTHER DISTRIBUTIONS. The
board of directors may fix a future date as the record date for determining
shareholders entitled to dividends and other distributions, other than one
involving a purchase, redemption, or other acquisition of the corporation's
shares. If the board of directors does not fix a record date, the record date is
the date the board of directors authorizes the distribution.



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         SECTION 3.08 MEETINGS BY TELECOMMUNICATION. Shareholders may
participate in a meeting by, or the meeting may be conducted through the use of,
conference telephone or similar means of communication by which all persons
participating in the meeting can hear one another during the meeting. A
shareholder participating in a meeting by this means is considered to be present
at the meeting.

         SECTION 3.09 VOTING LISTS.

                  (a) REQUIREMENTS FOR VOTING LIST. After fixing a record date
for a shareholders' meeting, the corporation shall prepare a list of the names
of all its shareholders who are entitled to be given notice of the meeting. The
list must be arranged by voting group, and within each voting group by class or
series of shares. The list must be alphabetical within each class or series and
must show the address of, and the number of shares held by, each shareholder.

                  (b) INSPECTION OF VOTING LIST PRIOR TO A MEETING. The
shareholders' list must be available for inspection by any shareholder,
beginning on the earlier of ten (10) days before the meeting for which the list
was prepared or two (2) business days after notice of the meeting is given and
continuing through the meeting and any meeting adjournments, at the
corporation's principal office of at a place identified in the meeting notice in
the city in which the meeting will be held.

                  (c) INSPECTION OF VOTING LIST AT THE MEETING. The corporation
shall make the shareholders' list available at the meeting, and any shareholder,
or any shareholder's agent or attorney is entitled to inspect the list at any
time during the meeting or any adjournment, for any purpose germane to the
meeting.

                  (d) EFFECT ON MEETING. The corporation's refusal or failure to
prepare or make available the shareholders' list does not affect the validity of
action taken at the meeting.

         SECTION 3.10 PROXIES.

                  (a) MANNER OF VOTING. At all meetings of shareholders, a
shareholder may vote his or her shares in person or by proxy.

                  (b) APPOINTMENT OF PROXY. A shareholder may appoint a proxy by
signing an appointment form, either personally or by the shareholder's attorney
in fact.

                  (c) EFFECTIVE DATE. A proxy is effective when received by the
corporation.



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                  (d) TERM. A proxy is valid for eleven (11) months unless a
longer period is expressly provided in the appointment form.

                  (e) REVOCATION. An appointment of a proxy is revocable by the
shareholder, and is revoked upon the death or incapacity of the shareholder
(upon receipt of notice of either event by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises the authority
under the appointment), unless the appointment form conspicuously states that
it is irrevocable and the appointment is coupled with an interest.

         SECTION 3.11 VOTING ENTITLEMENT OF SHARES. Each outstanding share is
entitled to vote is entitled to one (1) vote upon each matter submitted to a
vote at a meeting of shareholders.

         SECTION 3.12 QUORUM. Shares entitled to vote at a meeting may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on a matter
constitutes a quorum for action on that matter. Once a quorum is present, it
shall be deemed to continue for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.

         SECTION 3.13 VOTE REQUIRED TO TAKE ACTION FOR OTHER THAN ELECTION OF
DIRECTORS. If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast favoring the action exceed the votes
cast opposing the action, except where a greater number of affirmative votes is
otherwise required by law.

         SECTION 3.14 VOTING FOR DIRECTORS.

                  (a) MANNER OF VOTING. At each election of directors, every
shareholder entitled to vote at the election has the right to cast, in person,
or by proxy, all of the votes to which the shareholders shares are entitled for
as many persons as there are directors to be elected and for whose election the
shareholder has the right to vote. Shareholders shall not have a right to
cumulate their votes for the election of directors.

                  (b) VOTE REQUIRED. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election, at a meeting of
shareholders at which a quorum is present.

         SECTION 3.15 CONDUCT OF MEETINGS. The board of directors may adopt by
resolution such rules and regulations for the conduct of meetings of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations adopted by the board of directors, the chair of
any meeting of shareholders shall have the



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right and authority to prescribe such rules, regulations and procedures and to
all such acts as, in the judgment of the chair, are appropriate for the conduct
of the meeting. Such rules, regulations and procedures, whether adopted by the
board of directors or prescribed by the chair, may include, without limitation,
the following: (a) the establishment of an agenda or order of business for the
meeting, (b) rules and procedures for maintaining order at the meeting and the
safety of those present, (c) limitations on attendance at or participation in
the meeting to shareholders of record, their duly authorized and constituted
proxies or such other persons as the chair of the meeting shall determine, (d)
restrictions on entry to the meeting after the time fixed for commencement
thereof, and (e) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the board of directors or
the chair of the meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.


                        ARTICLE IV - BOARD OF DIRECTORS

         SECTION 4.01 GENERAL POWERS. The business and affairs of the
corporation shall be managed under the direction of its board of directors.

         SECTION 4.02 NUMBER. The number of directors of the corporation shall
be not less than three (3) nor more than ten (10), with the exact number of
directors within such parameters to be set by resolution of the board of
directors from time to time; provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

         SECTION 4.03 CHAIR. One (1) director may be designated by a majority of
the full board of directors as chair of the board. The chair of the board shall
preside at all meetings of the board of directors.

         SECTION 4.04 ELECTION. The directors shall be elected at each annual
meeting of the shareholders. If the directors are not elected at an annual
meeting, or if an annual meeting is not held, then the directors may be elected
at any special meeting of the shareholders held for that purpose.

         SECTION 4.05 TERM. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. Despite the expiration of a
director's term, the director shall continue to serve until the election and
qualification of a successor or until there is a decrease in the number of
directors, or until such director's earlier death, resignation or removal from
office.



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         SECTION 4.06 QUALIFICATIONS. Directors need not be residents of the
State of Utah or shareholders of the corporation.

         SECTION 4.07 RESIGNATION. Any director of the corporation may resign at
any time by giving written notice to the corporation. A resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.

         SECTION 4.08 REMOVAL.

                  (a) SHAREHOLDERS' RIGHT TO REMOVE DIRECTORS. The shareholders
may remove one or more directors with or without cause. A director may be
removed only at a meeting called for that purpose.

                  (b) NOTICE REQUIREMENT. The notice of the meeting at which a
director is to be removed must state that the purpose, or one of the purposes,
of the meeting is to remove the director.

                  (c) VOTE REQUIRED. A director may be removed only if the
number of votes cast to remove the director exceeds the number of votes cast
against removal.

         SECTION 4.09 VACANCIES. Any vacancy occurring among the directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum, or by the shareholders. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office.

         SECTION 4.10 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 stated salaries as directors. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

         SECTION 4.11 REGULAR MEETINGS By resolution, the board of directors may
determine the time and place, either within or without the State of Utah, for
the holding of regular meetings without other notice than such resolution.

         SECTION 4.12 SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or
fifty percent (50%) or more of the directors. The person or persons authorized
to call special meetings of the board of



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directors may fix any place, either within or without the State of Utah as the
place for holding any special meeting of the board of directors called by them.

         SECTION 4.13 ACTION WITHOUT A MEETING. Any action required or permitted
to 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, is signed by
all of the directors. Such consent has the same force and effect as a unanimous
vote of the directors. Action taken under this provision is effective at the
time the last director signs a writing describing the action taken unless, prior
to that time, any director has revoked a consent by a writing signed by the
director and received by the secretary or any other person authorized by the
Bylaws or the board of directors to receive the revocation, or unless the
consent specifies a different effective time.

         SECTION 4.14 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting
shall be given at least one (1) day prior to the date of the meeting. Notice
must be in writing unless oral notice is reasonable under the circumstances.
Notice may be communicated in person, by any form of electronic communication or
by mail or private carrier. The notice need not describe the purpose of the
special meeting, unless otherwise required by law or these Bylaws. Notice will
conclusively be deemed to have been given and shall be effective when personally
delivered (by courier or otherwise); or if given by mail, on the fifth day after
being sent by first class, registered or certified mail; or if given by
telecopy, facsimile or other electronic means, when confirmation of transmission
is indicated by the sender's machines or device.

         SECTION 4.15 WAIVER OF NOTICE.

                  (a) WRITTEN WAIVER. Any director may waive notice of any
meeting before or after the date and time of the meeting stated in the notice.
Except as provided in subsection (b) below, the waiver must be in writing and
signed by the director entitled to notice. The waiver shall be delivered to the
corporation for filing with the corporate records, but delivery and filing are
not conditions to its effectiveness.

                  (b) WAIVER BY ATTENDANCE. The attendance of a director at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting, or promptly upon
the director's arrival, objects to the holding of the meeting or the transacting
of business at the meeting because of lack of notice or defective notice, and
does not thereafter vote for or assent to action taken at the meeting.

         SECTION 4.16 QUORUM. A majority of the number of directors fixed by
Section 4.02 of these Bylaws constitutes a quorum for the transaction of
business at any meeting of the board of directors.



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         SECTION 4.17 MANNER OF ACTING. The act of a majority of the directors
present at a meeting at which a quorum is present is the act of the board of
directors. Voting by proxy is not permitted.

         SECTION 4.18 MEETINGS BY TELECOMMUNICATION. The board of directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of, any means of communication by which
all directors participating may hear each other during the meeting. A director
participating in a meeting by this means is considered present in person at the
meeting.

         SECTION 4.19 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 is presumed to have assented to the action taken
unless:

                           (i) the director objects at the beginning of the
         meeting, or promptly upon arrival, to holding the meeting or
         transacting business at the meeting and does not thereafter vote for or
         assent to any action taken at the meeting;

                           (ii) the director contemporaneously requests that his
         dissent or abstention as to any specific action be entered into the
         minutes of the meeting; or

                           (iii) the director causes written notice of a dissent
         or abstention as to any specific action to be received by the presiding
         officer of the meeting before adjournment of the meeting or by the
         corporation promptly after adjournment of the meeting.

The right of dissent under this Section as to a specific action shall not be
available to a director who votes in favor of the action taken.


                             ARTICLE V - COMMITTEES

         SECTION 5.01 CREATION OF COMMITTEES. The board of directors by
resolution adopted by a majority of the number of directors fixed by Section
4.02 of these Bylaws may appoint such committees from time to time, either
standing or ad hoc, as it deems necessary or appropriate, including but not
limited to an executive committee as described in Section 5.05 below.

         SECTION 5.02 MEMBERSHIP. Each committee shall consist of not less than
two (2) directors, who shall serve at the pleasure of the board of directors.



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         SECTION 5.03 NOTICE, ETC. Sections 4.08 through 4.16 of these Bylaws,
which govern meetings, actions without meetings, notice, waiver of notice, and
quorum and voting requirements of the board of directors, shall apply to
committees and their members, as well.

         SECTION 5.04 AUTHORITY. Each committee shall have and may exercise all
the authority specified in the resolution by which it is created, except that no
committee shall have any authority to adopt a plan of merger or consolidation,
to recommend to the shareholders the sale, lease or other disposition of all or
substantially all of the property or as of the corporation other than in the
usual and regular course of its business, to recommend to the shareholders a
voluntary dissolution of the corporation, or to amend the Bylaws of the
corporation.

         SECTION 5.05 EXECUTIVE COMMITTEE. The executive committee of the board
of directors, if created pursuant to Section 5.01 of these Bylaws, shall consist
of two (2) or more directors. When the board of directors is not in session, the
executive committee shall have and may exercise all of the authority of the
board of directors except to the extent, if any, that such authority shall be
limited by the resolution appointing the executive committee, and except as
limited by Section 5.04 of these Bylaws.


                              ARTICLE VI - OFFICERS


         SECTION 6.01 OFFICERS. The officers of the corporation shall be a Chief
Executive Officer, a Secretary, and a Chief Financial Officer (who shall also be
known as the Treasurer). The corporation may also have, at the discretion of the
Board of Directors, a Chairman of the Board of Directors, a President, a Chief
Operating Officer, one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers. Except for the Chairman of the
Board of Directors (who must be a member of the Board of Directors), officers
may, but need not, be Directors. Any person may hold more than one office.

         SECTION 6.02 APPOINTMENT OF OFFICERS. The officers of the corporation
shall be appointed by the Board of Directors or by any officer to whom or
committee of the Board of Directors to which such power of appointment has been
delegated, shall serve at the pleasure of the Board of Directors, and each shall
hold his or her office until he or she shall resign or shall be removed, or
otherwise disqualified to serve, or such officer's successor shall be appointed;



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         SECTION 6.03 SUBORDINATE OFFICERS. The Board of Directors may appoint
or authorize the appointment of such other officers as the business of the
corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Directors from time to time may authorize.

         SECTION 6.04 REMOVAL AND RESIGNATION OF OFFICERS. Any officer may be
removed, either with or without cause, by a majority of the Directors then in
office at any regular or special meeting of the Board of Directors. Should a
vacancy occur in any office as a result of death, resignation, removal,
disqualification or any other cause, the Board of Directors may delegate the
powers and duties of such office to any officer or to any Director until such
time as a successor for such office has been appointed.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in the notice; and, unless otherwise
specified in the notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation shall be without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

         SECTION 6.05 VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office, provided that such vacancies shall be filled as they occur and not only
at the annual meeting.

         SECTION 6.06 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, if there is such an officer, shall preside at all meetings
of the Board of Directors, shall act as the Chief Executive Officer of the
corporation in the event of a vacancy in the office of Chief Executive Officer,
and shall exercise and perform such other powers and duties as may be from time
to time delegated to him by the Board of Directors. If there is no Chairman of
the Board of Directors, the Chief Executive Officer shall preside at meetings of
the Board of Directors.

         SECTION 6.07 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the chief executive officer of the corporation. Subject to the control of the
Board of Directors, the Chief Executive Officer shall be senior to all other
officers of the corporation and shall have general supervision of the business
of the corporation. The Chief Executive Officer shall also have such powers as
are specified in these Bylaws, and granted to him by the Board of Directors from
time to time and such other powers and duties usually vested in a chief
executive officer. The Chief Executive Officer shall report to the Board of
Directors, from time to time, and as requested by the Board of Directors
concerning the finances, operations or personnel of the corporation. In the



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event of vacancy of the office of the Chief Executive Officer, the Board of
Directors may designate a person to serve as Chief Executive Officer on an
interim basis until such time as a new Chief Executive Officer is selected.

         SECTION 6.08 PRESIDENT. The President, if there is such an officer,
shall have such powers and duties as from time to time may be prescribed for him
by the Chief Executive Officer. The President shall be subject to the direction
and control of the Chief Executive Officer. In the absence or disability of the
Chief Executive Officer, the President shall perform all duties of the Chief
Executive Officer, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the powers of the Chief Executive Officer.

         SECTION 6.09 CHIEF OPERATING OFFICER. The Chief Operating Officer, if
there is such an officer, shall be subject to the authority and supervision of
the Chief Executive Officer, be responsible for the supervision of the day to
day operations of the corporation, as directed by the Chief Executive Officer,
and such other duties and responsibilities as the Chief Executive Officer shall
assign.

         SECTION 6.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain or cause to be kept and maintained adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains
and losses. The books of account shall at all times be open to inspection by any
Director. The Treasurer shall deposit or cause to be deposited all monies and
other valuables in the name and to the credit of the corporation in such
depositories as may be designated by the Directors. The Treasurer shall disburse
or cause to be disbursed the funds of the corporation as shall be ordered by the
Board of Directors, shall render or cause to be rendered to the President or the
Directors whenever they shall request it an account of all transactions as
Treasurer and of the financial condition of the corporation, shall take or cause
to be taken proper vouchers for all disbursements of the funds of the
corporation and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

         SECTION 6.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries, when authorized by the board of directors, may sign with
the chairman of the board, president or a vice president certificates for shares
of the corporation, the issuance of which shall have been authorized by a
resolution of the board of directors. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine. The assistant secretaries and assistant treasurer, in
general, shall perform such duties as shall be assigned to them by the secretary
or the treasurer, respectively, or by the president or the board of directors.



                                      -14-
<PAGE>   15
         SECTION 6.12 COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.


            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 7.01 CERTIFICATES FOR SHARES.

                  (a) SHAREHOLDER'S RIGHT TO A CERTIFICATE; CONTENTS. Shares may
but need not be represented by certificates. Unless required by law, the rights
and obligations of shareholders are not affected by whether or not their shares
are represented by certificates. Notwithstanding anything herein to the
contrary, every owner of shares of stock of the corporation may request to have
a certificate or certificate, in a form approved by the board of directors,
certifying the number and class and series of shares of the stock of the
corporation owned by such shareholder. Such certificates shall be consecutively
numbered in the order in which they are issued.

                  (b) SIGNATURES. Each certificate shall be signed by chairman
of the board or the president or a vice president and by the secretary or an
assistant secretary, or by such other officers as may be designated from time to
time by the board of directors. Any or all of the signatures on the certificates
may be a facsimile. In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, any such certificate,
shall cease to hold such office or position before the certificate is issued,
the certificate may nevertheless be issued by the corporation with the same
effect as if the person who signed the certificate, or whose facsimile signature
has been placed on the certificate, still held such office or position at the
date of issue.

                  (c) SHAREHOLDER REGISTER. A record shall be kept of the names
and addresses of the persons and entities owning the capital stock of the
corporation, the number and class and series of shares represented by each stock
certificate, and the date thereof, and when canceled, the date of cancellation.
Every certificate surrendered to the corporation for exchange or transfer must
be canceled, and no new certificate or certificates may be issued in exchange
for any existing certificate until the existing certificate has been canceled,
except in cases provided for in Section 7.05.

         SECTION 7.02 TRANSFERS OF STOCK. Transfers of shares of stock of the
corporation shall be made only on the books of the corporation by the registered
holder of such shares, or by such holder's attorney as authorized by a power of
attorney duly executed and filed with the secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 7.04, and upon surrender of
the certificate or certificates representing



                                      -15-
<PAGE>   16
such shares properly endorsed for transfer, or when proper instructions with
respect to the transfer of uncertificated shares are received by the transfer
agent appointed as provided in Section 7.04. The person in whose name shares of
stock stand on the books of the corporation shall be deemed the owner of such
shares for all purposes as regards the corporation. Whenever any transfer of
shares is made for collateral security, and not absolutely, such fact shall be
indicated in the entry of transfer if, when the certificate or certificates are
presented to the corporation for transfer, both the transferor and the
transferee request the corporation to do so.

         SECTION 7.03 REGULATIONS. The board of directors may make such rules
and regulations as it deems expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates representing
shares of the corporation's capital stock.

         SECTION 7.04 TRANSFER AGENT. The board of directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

         SECTION 7.05 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. If
any stock certificate is lost, stolen, destroyed, or mutilated, the corporation
may issue another certificate in its place upon proof of such loss, theft,
destruction, or mutilation and upon receipt by the corporation of a bond of
indemnity in such form and for such amount as the board of directors may direct;
provided, however, that a new certificate may be issued without requiring any
bond when the board of directors determines that it is proper.

         SECTION 7.06 LEGENDS. Each stock certificate shall contain such legend
or other statements as may be required by the Utah Revised Business Corporation
Act, the Utah Uniform Securities Act, the federal securities laws, and any
agreement between the corporation and the applicable shareholder. Failure to
comply with the requirements of this Section 7.06 shall not affect the validity
of any certificate of stock which is otherwise issued in accordance with the
provisions of this Article VII.

              ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 8.01 CONTRACTS. The board of directors may authorize any
officer or officers, or 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 8.02 LOANS. No loans may be contracted on behalf of the
corporation and no promissory notes or other evidences of indebtedness may be
issued in its name unless



                                      -16-
<PAGE>   17
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances. No loan may be made by the
corporation secured by its unissued shares.

         SECTION 8.03 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, or agent
or agents, of the corporation as may from time to time be determined by
resolution of the board of directors.

         SECTION 8.04 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 depositaries as the board of directors
may select.


                              ARTICLE IX DIVIDENDS

         SECTION 9.01 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 and the corporation's
Articles of Incorporation.


                           ARTICLE X - INDEMNIFICATION

         SECTION 10.01 DEFINITIONS. As used in this Article X:

                  (a) "Corporation" includes any domestic or foreign entity that
is a predecessor of the corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.

                  (b) "Director" means an individual who is or was a director of
the corporation or an individual who, while a director of the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee fiduciary, or agent of another corporation or other person or
of an employee benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by, him or her
to the plan or to participants in or beneficiaries of the of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.

                  (c) "Expenses" include counsel fees.



                                      -17-
<PAGE>   18
                  (d) "Liability" means the obligation incurred with respect to
a proceeding to pay a judgment, settlement, penalty, fine (including an excise
tax assessed with respect to an employee benefit plan), or reasonable expenses.

                  (e) "Officer," "employee," fiduciary," and "agent" include any
person who, while serving the indicated relationship to the corporation, is or
was serving at the corporation's request as a director, officer, partner,
trustee, employee, fiduciary, or agent of another corporation or other person or
of an employee benefit plan. An officer, employee, fiduciary, or agent is
considered to be serving an employee benefit plan at the corporation's request
if the person's duties to the corporation also impose duties on, or otherwise
involve services by, that person to the plan or participants in, or
beneficiaries of the plan. Unless the context requires otherwise, such terms
include the estates or personal representatives of such persons.

                  (f) "Official capacity" means:

                           (i) when used with respect to a director, the office
         of director in the corporation; and

                           (ii) when used with respect to a person other than a
         director, as contemplated in Section 10.07, the office in the
         corporation held by the officer of the employment, fiduciary, or agency
         relationship undertaken by him or her on behalf of the corporation,

                           "Official capacity" does not include service for any
other corporation, other person, or employee benefit plan.

                  (g) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

                  (h) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

         SECTION 10.02 AUTHORITY TO INDEMNIFY DIRECTORS.

                  (a) Except as provided in Subsection 10.02(d), the corporation
shall indemnify an individual made a party to a proceeding because he or she is
or was a director, against liability incurred in the proceeding if:

                           (i) his or her conduct was in good faith; and



                                      -18-
<PAGE>   19
                           (ii) he or she reasonably believed that his or her
         conduct was in, or not opposed to, the corporation's best interests;
         and

                           (iii) in the case of any criminal proceeding, he or
         she had no reasonable cause to believe his conduct was unlawful.

                  (b) A director's conduct with respect to any employee benefit
plan for a purpose he or she reasonably believed to be in or not opposed to the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of Subsection 10.02(a)(ii).

                  (c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the standard of
conduct described in this section.

                  (d) The corporation may not indemnify a director under this
section:

                           (i) in connection with a proceeding by or in the
         right of the corporation in which the director was adjudged liable to
         the corporation; or

                           (ii) in connection with any other proceeding charging
         that the director derived an improper personal benefit, whether or not
         involving action in his or her official capacity, in which proceeding
         he or she was adjudged liable on the basis that he or she derived an
         improper personal benefit.

                  (e) Indemnification permitted under this Section 10.02 in
connection with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

         SECTION 10.03 MANDATORY INDEMNIFICATION OF DIRECTORS. The corporation
shall indemnify a director who was successful, on the merits or otherwise, in
the defense of any proceeding, or in the defense of any proceeding, or in the
defense of any claim, issue, or matter in the proceeding, to which he or she was
a party because he or she is or was a director of the corporation, against
reasonable expenses incurred by him or her in connection with the proceeding or
claim with respect to which he or she has been successful.



                                      -19-
<PAGE>   20
         SECTION 10.04 ADVANCE OF EXPENSES FOR DIRECTORS.

                  (a) The corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

                           (i) the director furnishes the corporation a written
         affirmation of his or her good faith belief that he or she has met the
         applicable standard of conduct described in Section 10.02;

                           (ii) the director furnishes to the corporation a
         written undertaking, executed personally or on his or her behalf, to
         repay the advance if it is ultimately determined that he or she did not
         meet the standard of conduct; and

                           (iii) a determination is made that the facts then
         known to those making the determination would not preclude
         indemnification under this part.

                  (b) The undertaking required by Subsection 10.04(a)(ii) must
be an unlimited general obligation of the director but need not be secured and
shall be accepted without reference to financial ability to make repayment.

                  (c) Determination of payments under this section shall be made
in the manner specified in Section 10.06.

         SECTION 10.05 COURT-ORDERED INDEMNIFICATION OF DIRECTOR. A director of
the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:

                  (a) if the court determines that the director is entitled to
mandatory indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; and

                  (b) if the court determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard of
conduct set forth in Section 10.02 or was adjudged liable as described in
Subsection 10.02(d), the court may order indemnification as the court determines
to be proper, except that the indemnification with respect to any proceeding in
which liability has been adjudged in the circumstances described in Subsection
10.02(d) is limited to reasonable expenses incurred.



                                      -20-
<PAGE>   21
         SECTION 10.06 DETERMINATION OF INDEMNIFICATION OF DIRECTORS.

                  (a) A corporation may not advance expenses to a director under
Section 10.04 until after the written affirmation and undertaking required by
Subsection 10.04(a)(ii) are received and the determination required by
Subsection 10.04(a)(iii) has been made.

                  (b) The determinations required by Subsection 10.06(a) shall
be made:

                           (i) by the board of directors by a majority vote of
         those present at a meeting at which a quorum is present, and only those
         directors not parties to the proceeding shall be counted in satisfying
         the quorum; or

                           (ii) If a quorum cannot be obtained as contemplated
         in Subsection 10.06(b)(i), by a majority vote of a committee of the
         board of directors designated by the board of directors, which
         committee shall consist of two or more directors not parties to the
         proceeding, except that directors who are parties to the proceeding may
         participate in the designation of directors for the committee; or

                           (iii) by special legal counsel:

                                    (1) selected by the board of directors or
                  its committee in the manner prescribed in Subsections
                  10.06(b)(i) and (ii); or

                                    (2) if a quorum of the board of directors
                  cannot be obtained under Subsection 10.06(b)(i) and a
                  committee cannot be designated under Subsection 10.06(b)(ii),
                  selected by a majority vote of the full board of directors, in
                  which selection directors who are parties to the proceeding
                  may participate; or

                           (iv) by the shareholders, by a majority of the votes
         entitled to be cast by holders of qualified shares (as defined in the
         Utah Revised Business Corporation Act) present in person or by proxy at
         a meeting.

                   (c) A majority of the votes entitled to be cast by the
holders of all qualified shares constitutes a quorum for purposes of action that
complies with this section. Shareholders' action that otherwise complies with
this section is not affected by the presence of holders, or the voting, of
shares that are not qualified shares.

         SECTION 10.07 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.



                                      -21-
<PAGE>   22
                  (a) an officer of the corporation is entitled to mandatory
indemnification under Section 10.03, and is entitled to apply for court-ordered
indemnification under Section 10.05, in each case to the same extent as a
director;

                  (b) the corporation shall indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same extent as
to a director; and

                  (c) the corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy and if provided for by specific
action of the board of directors, or contract.

         SECTION 10.08 INSURANCE. The corporation may purchase and maintain
liability insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while serving as a
director, officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or other person, or of an employee benefit plan, against liability
asserted against or incurred by him or her in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent, whether or
not the corporation would have power to indemnify him or her against the same
liability under Sections 10.02, 10.03 or 10.07. Insurance may be procured from
any insurance company designated by the board of directors, whether the
insurance company is formed under the laws of this state or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the corporation has an equity or any other interest through stock
ownership or otherwise.

         SECTION 10.09 LIMITS ON DIRECTORS' LIABILITY. Pursuant to the
corporation's Articles of Incorporation, and to the fullest extent permitted by
the Utah Revised Business Corporation Act, as the same exists or may hereafter
be amended, no director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for any action taken or any
failure to take any action, as a director.

         SECTION 10.10 SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each officer and director as to
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether internal or external,
including without limitation a grand jury proceeding and an action or suit
brought by or in the right of the corporation, to the full extent permitted by
any applicable portion of this Article that shall not have been invalidated, or
by any other applicable law.



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<PAGE>   23
                           ARTICLE XI - MISCELLANEOUS

         SECTION 11.01 SEAL. The board of directors may provide a corporate
seal, which shall be in the form of a circle and shall bear the name of the
corporation and words and figures showing that the corporation was incorporated
in the State of Utah and the year of incorporation.

         SECTION 11.02 AMENDMENTS. These Bylaws, or any of them may be altered,
amended or repealed, and new Bylaws may be made, (i) by the board of directors,
by vote of a majority of the directors then in office, acting at any meeting of
the board of directors, or (ii) by the shareholders, by vote of a majority of a
quorum of the shareholders, at any annual meeting of shareholders, without
previous notice, or at any special meeting of shareholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting. Except as otherwise provided in the corporation's
Articles of Incorporation, any Bylaws made or altered by the shareholders may be
altered or repealed by either the board of directors or the shareholders.

         SECTION 11.03 FISCAL YEAR. Unless otherwise specified by the board of
directors, the fiscal year of the corporation shall end on the 30th day of June
in each year.

         SECTION 11.04 VOTING OF STOCK IN OTHER CORPORATIONS. Unless otherwise
ordered by the board of directors, chairman of the board, the president and each
vice president shall have full power and authority on behalf of the corporation
to attend any meeting of shareholders of any corporation in which the
corporation may hold stock, to vote the stock held by the corporation, to
exercise on behalf of the corporation at any such meeting any and all of the
rights and powers incident to the ownership of such stock, and to execute and
deliver on behalf of the corporation proxies and consents in connection with the
exercise by the corporation of the rights and powers incident to the ownership
of such stock. The board of directors may, from time to time, confer like powers
upon any other person or persons.



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