BYLAWS OF

                               ISG RESOURCES, INC.

                 Adopted by Resolution dated September 30, 1998

                                    ARTICLE I
                                     OFFICES

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

         1.2  Registered  Office.  The  registered  office  of  the  corporation
required to be kept by the Utah Revised  Business  Corporation Act (as it may be
amended  from time to time,  the Act) shall be located  within the State of Utah
and may be, but need not be, identical with the principal office. The address of
the registered office may be changed from time to time.

                                   ARTICLE II
                                  SHAREHOLDERS

         2.1 Annual  Meeting.  The annual meeting of the  shareholders  shall be
held on such date and time as shall be fixed by the board of directors,  for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the day fixed for the annual meeting shall be a
legal  holiday  in the  state of Utah,  such  meeting  shall be held on the next
succeeding business day.

         2.2 Special  Meetings.  Special  meetings of the  shareholders,  for an
purpose  or  purposes  described  in the  meeting  notice,  may be called by the
president or by the board of directors,  and shall be called by the president at
the written  request of the holders of shares  representing  at least 10% of all
the votes  entitled  to be cast on any issue  proposed to be  considered  at the
meeting.

         2.3 Place of Meeting.  The board of directors  may designate any place,
either  within or without  the State of Utah,  as the place of  meeting  for any
annual or any special meeting of the shareholders.  If no designation is made by
the  directors,  the  place of  meeting  shall be the  principal  office  of the
corporation in the state of Utah.

         2.4 Notice of Meeting.

                  (a) Content and Mailings Requirements.  Written notice stating
the date, time and place of each annual or special  shareholder meeting shall be
delivered no fewer than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the president, the board
of  directors,  or other persons  calling the meeting,  to each  shareholder  of
record entitled to vote at such meeting and to any other shareholder entitled by
the Act or the  articles  of  incorporation  to receive  notice of the  meeting.
Notice of  special  shareholder  meetings  shall  include a  description  of the
purpose or purposes for which the meeting is called.

                  (b)  Effective  Date.  Written  notice  shall be  deemed to be
effective at the earlier of: (1) when mailed,  if addressed to the shareholder's
address shown in the  corporation's  current  record of  shareholders;  (2) when
received;  (3) five days  after it is  mailed;  or (4) 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.

                  (c)  Effect of  Adjournment.  If any  shareholder  meeting  is
adjourned to a different  date,  time or place,  notice need not be given of the
new date,  time and place,  if the new date,  time and place is announced at the
meeting before  adjournment.  But if a new record date for the adjourned meeting
is or must be fixed,  then notice must be given pursuant to the  requirements of
this section to those persons who are shareholders as of the new record date.

         2.5 Waiver of Notice.

                  (a)  Written  Waiver.  A  shareholder  may  waive  any  notice
required by the Act, the articles of incorporation  or the bylaws,  by a writing
signed by the  shareholder  entitled to the notice,  which is  delivered  to the
corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

                  (b) Attendance at Meetings.  A  shareholder's  attendance at a
meeting:  (1)  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  effective  notice;  and (2) waives  objection to  consideration  of a
particular  matter at the  meeting  that is not within the  purpose or  purposes
described in the meeting notice,  unless the shareholder  objects to considering
the matter when it is presented.

         2.6 Record Date.

                  (a) Fixing of Record  Date.  For the  purpose  of  determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders  entitled to receive  payment of any  distribution,  or in order to
make a determination of shareholders for any other proper purpose,  the board of
directors  may fix in advance a date as the record date.  Such record date shall
not be more  than 70 days  prior  to the  date on which  the  particular  action
requiring such  determination  of shareholders is to be taken. If no record date
is so fixed by the board  for the  determination  of  shareholders  entitled  to
notice  of,  or to vote at, a  meeting  of  shareholders,  the  record  date for
determination of such shareholders  shall be at the close of business on the day
before the first notice is delivered to shareholders. If no record date is fixed
by the  board  for the  determination  of  shareholders  entitled  to  receive a
distribution,  the  record  date  shall  be the date the  board  authorizes  the
distribution.  If no record date is fixed by the board for the  determination of
shareholders entitled to take action without a meeting, the record date shall be
the date the first shareholder signs a consent.

                  (b)   Effect  of   Adjournment.   When  a   determination   of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof unless the board of directors fixes a new record date,  which it must do
if the  meeting is  adjourned  to a date more than 120 days after the date fixed
for the original meeting.

         2.7  Shareholder  List.  After fixing a record date for a shareholders'
meeting,  the corporation  shall prepare a list of the names of its shareholders
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,  must be
alphabetical  within each class or series, and must show the address of, and the
number  of  shares  held by,  each  shareholder.  The  shareholder  list must be
available  for  inspection by any  shareholder,  beginning on the earlier of ten
days  before the meeting for which the list was  prepared or two  business  days
after  notice  of the  meeting  is given for  which  the list was  prepared  and
continuing  through the meeting and any adjournment  thereof.  The list shall be
available at the corporation's  principal office or at a place identified in the
meeting notice in the city where the meeting will be held.

         2.8 Shareholder Quorum and Voting Requirements.

                  (a) Quorum. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter.  Unless the  articles of  incorporation  or the Act
provide otherwise,  a majority of the votes entitled to be cast on the matter by
the voting  group  constitutes  a quorum of that voting group for action on that
matter.  Once a share is represented for any purpose at a meeting,  it is deemed
present  for  quorum  purposes  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.

                  (b) Voting Groups. If the articles of incorporation or the Act
provide for voting by a single  voting group on a matter,  action on that matter
is taken when voted upon by that voting group. If the articles of  incorporation
or the Act provide for voting by two or more voting  groups on a matter,  action
on that  matter is taken  only when voted  upon by each of those  voting  groups
counted  separately.  Action may be taken by one voting  group on a matter  even
though  no action  is taken by  another  voting  group  entitled  to vote on the
matter.

                  (c)  Shareholder  Action.  If a  quorum  exists,  action  on a
matter,  other than the election of directors,  by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action,  unless the articles of  incorporation or the Act require a
greater number of affirmative votes. Directors are elected by a plurality of the
votes cast by the shares  entitled to vote in the election at a meeting at which
a quorum is present.

         2.9 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy which is executed in writing by the  shareholder  or which is
executed  by his or her duly  authorized  attorney-in-act.  Such proxy  shall be
filed with the  secretary  of the  corporation  or other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise  provided in the
proxy.

         2.10 Voting of Shares.  Unless  otherwise  provided in the  articles of
incorporation or by applicable law, each outstanding share, regardless of class,
is  entitled to one vote upon each  matter  submitted  to a vote at a meeting of
shareholders.  Except as  provided  by specific  court  order,  no shares of the
corporation owned, directly or indirectly, by a second corporation,  domestic or
foreign,  shall be voted at any  meeting  or counted  in  determining  the total
number of outstanding  shares at any given time for purposes of any meeting if a
majority of the shares  entitled to vote for the  election of  directors of such
second  corporation  are held by the  corporation.  The prior sentence shall not
limit the power of the corporation to vote any shares, including its own shares,
held by it in a fiduciary capacity.

         2.11  Meetings  by  Telecommunications.  Any  or all  shareholders  may
participate in an annual or special  meeting by, or conduct the meeting  through
the use of, any means of communication  by which all shareholders  participating
may hear each other during the meeting. A shareholder participating in a meeting
by this means is deemed to be present in person at the meeting.

         2.12 Action Without a Meeting.

                  (a)  Written  Consent.  Any  action  which  may 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,
shall be signed by the holders of  outstanding  shares  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting  at which all  shareholders  entitled  to vote with  respect to the
subject matter  thereof were present and voted.  Action taken under this section
has the same  effect as action  taken at a meeting  of  shareholders  and may be
described as such in any document.

                  (b)  Post-Consent  Notice.  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  days  before  the
consummation of the action authorized by such 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 Act  requires  that notice of the proposed
action be given.  Any such notice  must  contain or be  accompanied  by the same
material  that is  required  under the Act to be sent in a notice of  meeting at
which the proposed  action would have been  submitted  to the  shareholders  for
action.

                  (c) Effective Date and Revocation of Consents. No action taken
pursuant to this section shall be effective unless all written consents on which
the  corporation  relies  for  the  taking  of an  action  are  received  by the
corporation within a 60-day period and not revoked.  Such action is effective as
of the date the last written consent necessary to effect the action is received,
unless all of the written consents specify a later date as the effective date of
the action.  If the  corporation  has received  written  consents  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.  Any  such  writing  may  be  received  by the
corporation   by   electronically   transmitted   facsimile  or  other  form  of
communication providing the corporation with a complete copy thereof,  including
a copy of the  signatures  thereto.  Any  shareholder  giving a written  consent
pursuant to this section may revoke the consent by a signed  writing  describing
the action and stating that the consent is revoked,  provided  that such writing
is received by the corporation prior to the effective date of the action.

                  (d)    Unanimous    Consent   for   Election   of   Directors.
Notwithstanding  subsection (a) of this section, directors may not be elected by
written  consent unless such consent is unanimous by all shares entitled to vote
for the election of directors.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         3.1 General Powers. All corporate powers shall be exercised by or under
the  authority  of, and the  business  and affairs of the  corporation  shall be
managed under the direction of, the board of directors.

         3.2  Number,  Tenure  and  Qualifications.  The  authorized  number  of
directors shall be not less than two nor more than eleven. The current number of
directors  shall be within the limits  specified  above,  as  determined  (or as
amended from time-to-time) by resolution adopted by the directors. Each director
shall hold office  until the next annual  meeting of  shareholders  or until the
director's earlier death, resignation or removal.  However, if a director's term
expires,  the director shall continue to serve until his or her successor  shall
have been elected and  qualified,  or until there is a decrease in the number of
directors.  Directors do not need to be residents of Utah or shareholders of the
corporation.

         3.3 Regular Meetings. A regular meeting of the board of directors shall
be held without other notice than this bylaw immediately  after, and at the same
place as, the annual  meeting of  shareholders,  for the  purpose of  appointing
officers and transacting such other business as may come before the meeting. The
board of  directors  may  provide,  by  resolution,  the time and  place for the
holding  of  additional   regular   meetings  without  other  notice  than  such
resolution.

         3.4 Special Meetings. Special meetings of the board of directors may be
called  by or at the  request  of the  president  or any  director.  The  person
authorized to call special  meetings of the board of directors may fix any place
as the place for holding any special meeting of the board of directors.

         3.5 Notice of Special  Meetings.  Notice of the date, time and place of
any special director meeting shall be given at least two days previously thereto
either orally or in writing. Oral notice shall be effective when communicated in
a comprehensive  manner.  Written notice is effective as to each director at the
earlier  of:  (a) when  received;  (b) five days after  deposited  in the United
States mail,  addressed to the  director's  address  shown in the records of the
corporation;  or (c) 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 director.  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 the next  sentence,  the waiver must be in writing and signed by the director
entitled to the notice. A director's attendance at or participation in a meeting
shall constitute a waiver of notice of such meeting,  unless the director at the
beginning of the meeting,  or promptly upon his arrival,  objects to holding the
meeting or transacting  business at the meeting  because of lack of or defective
notice,  and does not  thereafter  vote for or  assent  to  action  taken at the
meeting. Unless required by the articles of incorporation,  neither the business
to be  transacted  at, nor the purpose  of, any special  meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

         3.6 Quorum and Voting.

                  (a) Quorum.  A majority of the number of directors  prescribed
by resolution  adopted pursuant to section 3.2 of these bylaws,  or if no number
is prescribed, the number in office immediately before the meeting begins, shall
constitute a quorum for the  transaction of business at any meeting of the board
of directors, unless the articles of incorporation require a greater number.

                  (b) Voting.  The act of the majority of the directors  present
at a meeting  at which a quorum is present  when the vote is taken  shall be the
act of the board of  directors  unless the articles of  incorporation  require a
greater percentage.

                  (c)  Presumption  of Assent.  A  director  who is present at a
meeting of the board of directors or a committee of the board of directors  when
corporate action is taken is deemed to have assented to the action taken unless:
(1) the director  objects at the beginning of the meeting,  or promptly upon his
or her arrival,  to holding or transacting  business at the meeting and does not
thereafter  vote for or  assent  to any  action  taken at the  meeting;  (2) the
director  contemporaneously requests that his or her dissent or abstention as to
any  specific  action be  entered  in the  minutes  of the  meeting;  or (3) the
director  causes  written  notice of his or her dissent or  abstention as to any
specific  action be received by the presiding  officer of the meeting before its
adjournment or to the corporation  immediately after adjournment of the meeting.
The right of dissent or  abstention  is not available to a director who votes in
favor of the action taken.

         3.7  Meetings  by   Telecommunications.   Any  or  all   directors  may
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 deemed to be present in person at the meeting.

         3.8 Action  Without a Meeting.  Any action  required or permitted to be
taken by the board of directors  at a meeting may be taken  without a meeting if
all the  directors  consent to such action in writing.  Action  taken by written
consent is effective when the last director signs the consent,  unless, prior to
such time,  any director has revoked a consent by a signed  writing  received by
the corporation,  or unless the consent specifies a different  effective date. A
signed  consent has the effect of an action taken at a meeting of directors  and
may be described as such in any document.

         3.9 Resignation.  A director may resign at any time by giving a written
notice of resignation to the  corporation.  Such a resignation is effective when
the notice is received by the  corporation  unless the notice  specifies a later
effective date, and the acceptance of such recognition shall not be necessary to
make it effective.

         3.10 Removal.  The  shareholders  may remove one or more directors at a
meeting  called for that  purpose if notice has been given that a purpose of the
meeting is such  removal.  The removal may be with or without  cause  unless the
articles of incorporation provide that directors may only be removed with cause.
If  a  director  is  elected  by  a  voting  group  of  shareholders,  only  the
shareholders  of that voting  group may  participate  in the vote to remove that
director.  A director  may be removed only if the number of votes cast to remove
him or her exceeds the number of votes cast not to remove him or her.

         3.11 Vacancies. Unless the articles of incorporation provide otherwise,
if a vacancy  occurs on the board of  directors,  including a vacancy  resulting
from an  increase  in the number of  directors,  the  shareholders  may fill the
vacancy.  During such time that the shareholders fail or are unable to fill such
vacancies  then and until the  shareholders  act: (1) the board of directors may
fill the vacancy;  or (2) if the directors  remaining in office constitute fewer
than a quorum of the board, they may fill the vacancy by the affirmative vote of
a majority of all the  directors  remaining in office.  If the vacant office was
held by a director elected by a voting group of shareholders: (1) if one or more
directors are elected by the same voting group, only such directors are entitled
to vote to fill the vacancy if it is filled by the  directors;  and (2) only the
holders of shares of that voting  group are entitled to vote to fill the vacancy
if it is filled by the  shareholders.  A vacancy  that will  occur at a specific
later date (by reason of a resignation  effective at a later date) may be filled
before the vacancy  occurs but the new  director  may not take office  until the
vacancy occurs.

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

         3.13  Committees.  The  board  of  directors  may  create  one or  more
committees and appoint  members of the board of directors to serve on them. Each
committee must have two or more members,  who serve at the pleasure of the board
of directors.  Those sections of this Article III which govern meetings,  action
without  meetings,   notice  and  waiver  of  notice,   and  quorum  and  voting
requirements of the board of directors, apply to committees and their members.

                                   ARTICLE IV
                                    OFFICERS

         4.1 Number.  The  corporation  shall have the officers  designated from
time to time by the board of directors. Each of the corporation's officers shall
be appointed by the board of directors.  If specifically authorized by the board
of directors, an officer may appoint one or more officers or assistant officers.
The  same  individual  may  simultaneously  hold  more  than one  office  in the
corporation.

         4.2  Appointment  and Term of Office.  The officers of the  corporation
shall be  appointed by the board of directors  for a term as  determined  by the
board of directors.  The  designation  of a specified term does not grant to the
officer any  contract  rights,  and the board can remove the officer at any time
prior to the  termination  of such term.  If no term is  specified,  the officer
shall hold office until he or she resigns, dies or until he or she is removed in
the manner provided in section 4.3 of these bylaws.

         4.3  Removal.  Any  officer  or agent  may be  removed  by the board of
directors at any time,  with or without  cause.  Such  removal  shall be without
prejudice to the contract rights, if any, of the person so removed.  Appointment
of an officer or agent shall not of itself create contract rights.

         4.4  Resignation.  Any officer  may resign at any time,  subject to any
rights or obligation  under any existing  contracts  between the officer and the
corporation,  by  giving  notice  to the  president  or board of  directors.  An
officer's  resignation  shall be  effective  when  received by the  corporation,
unless the notice  specifies a later  effective date, and the acceptance of such
resignation shall not be necessary to make it effective.

         4.5 Authority and Duties of Officers.  The following provisions of this
section 4.5 describe in general  terms the duties of the  officers  described in
subsections  4.5(a)  through (e) if designated  by the board of directors.  This
section shall not require the corporation to have any of the officers  described
below.  In  addition  to  the  duties  set  forth  below,  each  officer  of the
corporation  shall  exercise  such  powers  and  perform  such  duties as may be
required by law and/or the board of directors.

                  (a) Chief Executive Officer The chief executive officer shall,
subject to the  control of the board of  directors,  in  general  supervise  and
control all of the  business and affairs of the  corporation.  Unless there is a
chairman of the board, the chief executive officer shall, when present,  preside
at all meetings of the  shareholders  and of the board of  directors.  The chief
executive  officer may sign,  with the secretary or any other proper  officer of
the corporation thereunto authorized by the board of directors, certificates for
shares of the  corporation  and deeds,  mortgages,  bonds,  contracts,  or other
instruments  which the board of directors has authorized to be executed,  except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other  officer or agent of the
corporation,  or shall be required by law to be otherwise signed or executed. In
general,  the chief  executive  officer shall perform all duties incident to the
office of the chief executive officer and such other duties as may be prescribed
by the board of directors from time to time.

                  (b) President and Chief Operating  Officer.  The president and
chief operating  officer shall,  subject to the direction of the chief executive
officer and the board of directors,  in general supervise and control all of the
internal,  day-to-day business and affairs of the corporation. The president and
chief operating officer shall see that all orders of the chief executive officer
and  resolutions  of the board of  directors  are  carried  into  effect as they
pertain to the day-to-day  business and operations of the  corporation,  and, in
addition,  shall have all of the powers and perform all of the duties  generally
appertaining  to the office of the president of the  corporation.  The president
and chief operating officer shall make annual reports and submit the same to the
chief executive  officer and board of directors and to the shareholders at their
annual meeting, showing the condition and affairs of the corporation.  He or she
shall  from  time to time  make  such  recommendations  to the  chief  executive
officer,  the board of  directors,  and such  other  persons as he or she thinks
proper and shall  bring  before  the chief  executive  officer  and the board of
directors such  information as may be required or  appropriate,  relating to the
business and affairs of the corporation.

                  (c)  Vice-President.  If appointed,  the vice-president (or if
there is more than one, each  vice-president)  shall assist the chief  executive
officer and the  president  and shall  perform such duties as may be assigned to
him or her by the chief  executive  officer,  the  president  or by the board of
directors.  If appointed, in the absence of the president or in the event of his
death, inability or refusal to act, the vice-president (or in the event there is
more than one vice-president, the vice-presidents in the order designated at the
time of their election, or in the absence of any designation,  then in the order
of their  appointment)  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.

                  (d) Treasurer and Chief Financial  Officer.  The treasurer and
chief financial officer shall: (i) have charge and custody of and be responsible
for all funds and securities of the corporation;  (ii) receive and give receipts
for moneys due and payable to the corporation  from any source  whatsoever,  and
deposit all such  moneys in the name of the  corporation  in such  banks,  trust
companies, or other depositaries as shall be selected by the board of directors;
and (iii) in  general,  perform  all of the  duties  incident  to the  office of
treasurer  and such  other  duties as from time to time may be  assigned  by the
chief executive officer, the president or by the board of directors. If required
by the board of directors,  the treasurer and chief financial officer shall give
a bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the board of directors shall determine.

                  (e) Secretary.  The secretary  shall:  (i) keep the minutes of
the proceedings of the  shareholders,  the board of directors and any committees
of the board in one or more books  provided for that purpose;  (ii) see that all
notices are duly given in accordance  with the  provisions of these bylaws or as
required  by law;  (iii)  be  custodian  of the  corporate  records;  (iv)  when
requested or required,  authenticate any records of the corporation;  (v) keep a
register of the post office address of each shareholder which shall be furnished
to the  secretary  by such  shareholder;  (vi)  sign  with the  president,  or a
vice-president,  certificates  for shares of the  corporation,  the  issuance of
which shall have been authorized by resolution of the board of directors;  (vii)
have general charge of the stock transfer books of the  corporation;  and (viii)
in general,  perform all duties  incident  to the office of  secretary  and such
other  duties  as from  time to time  may be  assigned  by the  chief  executive
officer,  the  chief  operating  officer,  the  president  or by  the  board  of
directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to the supervision of the secretary.

         4.6 Salaries.  The salaries of the officers shall be fixed from time to
time by the board of directors.

                                    ARTICLE V
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, AGENTS AND EMPLOYEES

         5.1  Indemnification  of Directors and Officers.  The corporation shall
indemnify and advance  expenses to the directors and officers of the corporation
to the  fullest  extent  permitted  by  applicable  law.  Without  limiting  the
generality  of the  foregoing,  the  corporation  shall  indemnify  and  advance
expenses to the directors and officers of the  corporation in all cases in which
a corporation may indemnify and advance expenses to a director and officer under
sections  16-10a-902 and 16-10a-904,  respectively,  of the Act. The corporation
shall consider and act  expeditiously as possible upon any and all requests by a
director or officer for indemnification or advancement of expenses.

         5.2 Indemnification of Agents and Employees Who Are Not Directors.  The
board of directors may  indemnify and advance  expenses to any employee or agent
of the  corporation  who is not a director or officer of the  corporation to any
extent  consistent with public policy,  as determined by the general or specific
actions of the board of directors.

         5.3 Insurance. By action of the board of directors, notwithstanding any
interest of the  directors  in such  action,  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,  against any liability
asserted  against or incurred by such  person in that  capacity or arising  from
such  person's  status as a director,  officer,  employee,  fiduciary  or agent,
whether or not the  corporation  would have the power to  indemnify  such person
under the applicable provisions of the Act.

                                   ARTICLE VI
                                     SHARES

         6.1 Issuance of Shares.  The corporation may issue the number of shares
of each class or series of shares  authorized by the articles of  incorporation.
The issuance or sale by the  corporation of any of its authorized  shares of any
class shall be made only upon  authorization  by the board of directors,  unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit  to  the  corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities of the corporation.  Shares shall be issued for such consideration as
shall be fixed from time to time by the board of directors.

         6.2 Certificates for Shares.

                  (a)  Content.  Shares  may  but  need  not be  represented  by
certificates in such form as determined by the board of directors and stating on
their  face,  at a minimum,  the name of the  corporation  and that it is formed
under the laws of the state of Utah, the name of the person to whom issued,  and
the number and class of shares and the  designation  of the series,  if any, the
certificate represents. Such certificates shall be signed (either manually or by
facsimile)  by the  president  or a  vice-president  and by the  secretary or an
assistant  secretary  and may be sealed  with a  corporate  seal or a  facsimile
thereof.  Each  certificate  for  shares  shall  be  consecutively  numbered  or
otherwise identified.

                  (b)  Legend  as to  Class or  Series.  If the  corporation  is
authorized  to issue  different  classes of shares or different  series within a
class, the designations, relative rights, preferences and limitations applicable
to  each  class  and the  variations  in  rights,  preferences  and  limitations
determined  for each  series (and the  authority  of the board of  directors  to
determine  variations for future series) must be summarized on the front or back
of each certificate.  Alternatively, each certificate may state conspicuously on
its  front or back  that the  corporation  will  furnish  the  shareholder  this
information on request in writing and without charge.

                  (c)  Shareholder  List.  The name and address of the person to
whom the shares  represented  thereby are issued,  with the number of shares and
date of issue, shall be entered on the stock transfer books of the corporation.

                  (d) Transferring  Shares. 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  lost,  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.

         6.3 Shares Without  Certificates.  The board of directors may authorize
the issuance of some or all of the shares of any or all of its classes or series
without certificates. Within a reasonable time after the issuance or transfer of
shares  without  certificates,  the  corporation  shall send the  shareholder  a
written statement of the information  required on certificates under section 6.2
of these bylaws.

         6.4  Registration  of  the  Transfer  of  Shares.  Registration  of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order to  register a transfer,  the record  owner
shall  surrender  the  shares  to the  corporation  for  cancellation,  properly
endorsed by the appropriate  person or persons with  reasonable  assurances that
the  endorsements  are  genuine  and  effective.   Unless  the  corporation  has
established a procedure by which a beneficial  owner of shares held by a nominee
is to be recognized by the  corporation  as the owner,  the person in whose name
shares stand in the books of the corporation  shall be deemed by the corporation
to be the owner thereof for all purposes.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1 Inspection of Records by Shareholders and Directors.  A shareholder
or director of a  corporation  is entitled to inspect and copy,  during  regular
business hours at the corporation's  principal office, any of the records of the
corporation  required to be maintained by the corporation under the Act, if such
person gives the corporation written notice of the demand at least five business
days  before the date on which such a person  wishes to  inspect  and copy.  The
scope of such inspection right shall be as provided under the Act.

         7.2 Corporate Seal. The board of directors may provide a corporate seal
which  may be  circular  in form  and have  inscribed  thereon  any  designation
including the name of the corporation, the state of incorporation, and the words
"Corporate Seal."

         7.3  Amendments.  The  corporation's  board of  directors  may amend or
repeal the corporation's bylaws at any time unless:

                  (a) the  articles of  incorporation  or the Act  reserve  this
power exclusively to the shareholders in whole or part; or

                  (b) the  shareholders,  in  adopting,  amending or repealing a
particular bylaw, provide
expressly that the board of directors may not amend or repeal that bylaw; or

                  (c) the bylaw either establishes,  amends or deletes a greater
shareholder quorum or voting requirement.

         Any amendment  which changes the voting or quorum  requirement  for the
board must meet the same quorum  requirement and be adopted by the same vote and
voting groups  required to take action under the quorum and voting  requirements
then in effect or proposed to be adopted, whichever are greater.

         7.4  Fiscal  Year.  The  fiscal  year  of  the  corporation   shall  be
established by the board of directors.


                                 [End of Bylaws]