BYLAWS OF

                            JUNGLE STREET, INC.,

                             a Utah Corporation


                                 ARTICLE I

                                  OFFICES

     Section 1. PRINCIPAL OFFICES. The principal office for the transaction
of the business of the corporation is fixed and located at 6500 South State
Street, Murray, Utah 94107. The Board of Directors may change the principal
office from one location to another as from time to time may be necessary.
Any change of this location shall be noted by the Secretary on these Bylaws
opposite this section, or this section may be amended to state the new
location.

     Section 2. OTHER OFFICES. The Board of Directors may, at any time,
establish branch or subordinate offices at any place or places.


                                 ARTICLE II

                          MEETINGS OF SHAREHOLDERS

     Section 1. ANNUAL MEETING. The annual meeting of shareholders may be
held on the last Saturday of March of each year at 10:00 a.m. or at such
other date and time which may be scheduled by the Board of Directors to the
extent that such scheduling is in compliance with the laws of the state of
incorporation of the Company. At this meeting, Directors shall be elected,
and any other proper business within the power of the shareholders may be
transacted. In the event that an annual meeting is not held in any year,
the Board of Directors, as then constituted, shall continue to perform
their duties until such annual or special meeting is properly called and
they, or any of them, are re-elected or replaced.

     Section 2. PLACE OF MEETINGS. All annual shareholders meetings shall
be held at the Corporation's principal office, or a location selected by
the Board of Directors and notice to the shareholders as required by
Section 4 of these Articles, and all other shareholders meetings shall be
held either at the principal office or any other place within or outside
the State of Utah that may be designated either by the Board of Directors
in accordance with these Bylaws, or by the written consent of all persons
entitled to vote at the meeting, given either before or after the meeting
and filed with the Secretary of the Corporation.

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     Section 3. SHAREHOLDER ACTION WITHOUT MEETING. Pursuant to Utah law,
any action which could be taken at a meeting of the shareholders may be
take without a meeting, if a written consent thereto is signed by
shareholders holding at least a majority of the voting power of the
corporation, except that if a different proportion of voting power is
required for such action at a meeting, then that proportion of written
consent shall be required.

     Section 4. SPECIAL MEETINGS. A Special shareholders meeting for any
purpose whatsoever may be called at any time by the President, any
Vice-President, the Board of Directors, or one or more shareholders holding
not less than one-tenth (1/10 ) of the voting power or the Corporation.

     Section 5. NOTICE OF MEETINGS. Written notices specifying the place,
day, and hour of the meeting and, in the case of a special meeting, the
general nature of the business to be transacted, shall be given not less
than ten (10) days, nor more than fifty (50) days before the date of the
meeting. Such notice must be given personally or by mail or by other means
of written communication, addressed to the shareholder at the address
appearing on the books of the corporation or given by the shareholder to
the corporation for the purpose of notice. If no such address appears or is
given by a shareholder of record entitled to vote at the meeting, notice is
given at the place where the principal executive office of the corporation
is located, or by publication at least once in a newspaper of general
circulation in the county where the principal executive office is located.

     The notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of
written communication. An affidavit of mailing of any notice in accordance
with the provisions of this section executed by the Secretary shall be
prima facie evidence of the giving of notice.

     Section 6. WAIVER OF NOTICE. A shareholder may waive notice of any
annual or special meeting by signing a written notice of waiver either
before or after the date of such meeting.

     Section 7. QUORUM. The presence in person or by proxy of the holders
of at least fifty-one percent (51%) of the outstanding shares entitled to
vote at any meeting of the shareholders shall constitute a quorum for the
transaction of business. The share-holders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough shareholders to leave
less than a quorum, any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a quorum.

     Section 8. PROXIES. Every person entitled to vote at a shareholders
meeting of the corporation, or entitled to execute written consent
authorizing action in lieu of a meeting, may do so either in person or by
proxy executed in writing by the shareholder or by his duly

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authorized attorney-in-fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided in the
proxy.

     Section 9. VOTING. Except as otherwise provided in the Articles of
Incorporation or by agreement or by the Utah Business Corporation Act,
shareholders at the close of business on the record date are entitled to
notice and to vote.

     Section 10. LIST OF SHAREHOLDERS. The Secretary shall prepare, at
least ten (10) days before every meeting of shareholders, a complete list
of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting. This list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any
shareholder present.

     Section 11. INSPECTORS. At each meeting of shareholders, the chairman
of the meeting may appoint one or more inspectors of voting, whose duty it
shall be to receive and count the ballots and make a written report showing
the result of the balloting. The Secretary of the Corporation may perform
this function.

     Section 12. ELECTION BY BALLOT. Election for directors need not be by
ballot unless a shareholder demands election by ballot at the meeting and
before the voting begins. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected. No
cumulative voting shall be allowed.

     Section 13. ORDER OF BUSINESS. The order of business at the annual
meeting of the shareholders insofar as possible, and at all other meetings
of shareholders, shall be as follows:

     1.   Call to order.
     2.   Proof of notice of meeting.
     3.   Reading and disposing of any unapproved minutes.
     4.   Reports of officers.
     5.   Reports of committees.
     6.   Election of Directors.
     7.   Disposition of unfinished business.
     8.   Disposition of new business.
     9.   Adjournment.



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                                ARTICLE III

                             BOARD OF DIRECTORS

     Section 1. GENERAL POWERS. Subject to the provisions of the Utah
Business Corporation Act as it now or may hereafter exist, and any
limitations in the Articles of Incorporation and these Bylaws relating to
actions required to be approved by the shareholders or by the outstanding
shares, the business and affairs of the Corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the
Board of Directors.

     Section 2. ENUMERATION OF DIRECTORS' POWER. Without prejudice to these
general rules, and subject to the same limitation, the Board of Directors
shall have the power to:

          (a) Select and remove all officers, agents and employees of the
     Corporation; prescribe any powers and duties for them that are
     consistent with law, with the Articles of Incorporation, and these
     Bylaws; fix their compensation; and require from them security for
     faithful service.

          (b) Change the principal executive office or the principal
     business office in the State of Utah from one location to another;
     cause the Corporation to be qualified to do business in any other
     state, territory, dependency, or country and conduct business within
     or outside the State of Utah; and designate any place within or
     outside the State of Utah for the holding of any shareholders meeting
     of meetings, including annual meetings.

          (c) Adopt, make, or use a corporate seal; prescribe the forms of
     certificates of stock; and alter the form of the seal and certificate.

          (d) Authorize the issuance of shares of stock of the corporation
     on any lawful terms, in consideration of money paid, labor done,
     services actually rendered, debts or securities canceled, or tangible
     or intangible property actually received.

          (e) Borrow money and incur indebtedness on behalf of the
     Corporation, and cause to be executed and delivered for the
     Corporation's purposes, in the corporate name, promissory notes,
     bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
     and other evidences of debt and securities.

          (f) Engage in and/or adopt employment agreements, contracts, or
     other employment contracts with independent contractors, companies,
     government agencies, or individuals.


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     Section 3. NUMBER, TENURE, QUALIFICATION AND ELECTIONS. The Board of
Directors shall be fixed from time to time by resolution of the Board, but
shall not be less than three (3), nor shall it exceed nine (9). Directors
need not be shareholders of the Corporation. The number of Directors may be
increased beyond nine (9) only by approval of the outstanding shares of the
Corporation. The Directors of the Corporation shall be elected at the
annual meeting of the shareholders and shall serve until the next annual or
special meeting is properly called and they, or any of them, are re-elected
and until their successors have been elected and qualified.

     Section 4. VACANCIES. A vacancy or vacancies on the Board of Directors
shall be deemed to exist in the event of the death, resignation, or removal
of any Director, or if the Board of Directors by resolution declares vacant
that office of a Director who has been declared of unsound mind by an order
of court or convicted of a felony, or if the authorized number of Directors
is increased, the shareholders fail at any meeting of shareholders at which
any Director of Directors are elected, to elect the number of Directors to
be voted for at that meeting.

     Any Director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless a notice specifies a later time for that resignation to
become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.

     Vacancies on the Board of Directors may be filled by a majority of the
remaining Directors, whether or not less than a quorum, or by a sole
remaining Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the shareholders or by court
order may be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or
by the unanimous written consent of the shareholders of the outstanding
shares entitled to vote. The shareholders may elect a Director or Directors
at any time to fill any vacancy or vacancies not filled by the Directors,
but any such election by written consent shall require the consent of a
majority of the outstanding shares entitled to vote, except that filling a
vacancy created by a removal of a Director shall require the written
consent of the holders of all outstanding shares entitled to vote.

     Each Director so elected shall hold office until the next annual
meeting of the shareholders and until a successor has been elected and
qualified.

     Section 5. ANNUAL MEETING. Immediately following each annual meeting
of shareholders, the Board of Directors may hold a regular meeting at the
place that the annual meeting of shareholders was held or at any other
place that shall have been designated by the Board of Directors for the
purpose of organization, any desired election of officers, and the
transaction of other business. Notice of this meeting shall not be
required.


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     Section 6. NOTICE OF MEETINGS. Notice need not be given of regular
meetings of the Board of Directors, nor is it necessary to give notice of
adjourned meetings. Notice of special meetings shall be in writing by mail
at least four (4) days prior to the date of the meeting or forty-eighty
(48) hours' notice delivered personally or by telephone or telegraph or
telecopier. Neither the business to be transacted at, nor the purpose of
any such meeting need be specified in the notice. Attendance of a Director
at a meeting shall constitute a waiver of notice of that meeting except
when the Director attends for the express purpose of objecting to the
transaction of any business in that the meeting is not lawfully called or
convened.

     Section 7. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular and
special meetings of the Board of Directors may be held at any place within
or outside the State of Utah that has been designated from time to time by
the Board. In the absence of such designation, meetings shall be held at
the principal executive office of the Corporation. Any meeting, regular or
special, may be held by conference telephone, or similar communication
equipment, as long as all Directors participating in the meting can hear
one another, and all such Directors shall be deemed to be present in person
at the meeting.

     Section 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the
Chairman of the Board or the President, any Vice-President, or the
Secretary.

     Section 9. MAJORITY OR QUORUM. A majority of the authorized number of
Directors constitutes a quorum of the Board for the transaction of business
except as hereinafter provided.

     Section 10. TRANSACTIONS OF BOARD. Except as otherwise provided in the
Articles or these Bylaws, or by law, every act or decision done or made by
a majority of the Directors present at a duly held meeting at which a
quorum is present, is the act of the Board, provided, however, that any
meeting at which a quorum was initially present may continue to transact
business notwithstanding the withdrawal of Directors if any action taken is
approved by at least a majority of the required quorum for such meeting.

     Section 11. ADJOURNMENT. A majority of Directors present at any
meeting, whether or not a quorum is present, may adjourn the meeting to
another time and place. If the meeting is adjourned for more than
twenty-four (24) hours, notice of the adjournment to another time and place
must be given prior to the time of the adjourned meeting to the Directors
who were present at the time of the adjournment.

     Section 12. CONDUCT OF MEETINGS. The Chairman of the Board, or if
there is no such officer, the President, or in his absence, any Director
selected by the Director present shall preside at the meeting of the Board
of Directors. The Secretary of the

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Corporation or, in the Secretary's absence any person appointed by the
presiding officer, shall act as Secretary of the Board.

     Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if
all members of the Board shall individually or collectively consent in
writing to such action. Such action by written consent shall have the same
force and effect as a unanimous vote of the Board of Directors. Such
written consent(s) shall be filed with the minutes of the proceedings of
the Board.

     Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by
resolution of the Board of Directors. Nothing herein contained shall be
construed to preclude any Director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services.

     Section 15. APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS. No bonuses
or share in the earnings or profits of the Corporation shall be paid to any
of the officers, Directors, or employees of the Corporation except as
approved by the Board of Directors.


                                 ARTICLE IV

                                  OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall be a
President, a Vice-President, a Secretary, and a Chief Financial Officer
(Treasurer). The Corporation may also have, at the discretion of the Board
of Directors, a Chairman of the Board, one or more Assistant Secretaries,
one or more Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article
IV. Any number of offices may be held by the same person, except the
offices of President and Secretary.

     Section 2. ELECTION OF OFFICERS. The officers of the Corporation,
except such officers as may be appointed in accordance with the provisions
of Section 3 or Section 5 of this Article IV shall be chosen by the Board
of Directors, and each shall serve at the pleasure of the Board, subject to
the rights, if any, of an officer under any contract of employment.

     Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint,
and may empower the President to appoint, such other officers as the
business of the corporation may require. Each of them shall hold office for
such period, have such authority

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and perform such duties as are provided in the Bylaws, or as the Board of
Directors may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under a contract of employment, any officer may be
removed, either with or without cause, by the Board of Directors, at any
regular or special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by an officer upon whom such power of
removal may be conferred by the Board of Directors.

     Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect on the date of receipt of
that notice or at any later time specified in that notice; unless otherwise
specified in that notice. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract for which the officer
is a party.

     Section 5. 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.

     Section 6. PRESIDENT. Subject to such powers, if any, as may be given
by the Bylaws or Board of Directors to other officers of the Corporation,
the President shall be the General Manager and Chief Executive Officer of
the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business
and the officers of the Corporation. He shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors. He shall
have the general powers and duties of management usually vested in the
office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.

     Section 7. VICE-PRESIDENT. In the absence or disability of the
President, the Vice-President designated by the Board of Directors shall
perform all the duties of the President, and when so acting shall have all
the powers of and be subject to all of the restrictions upon, the
President. The sole duty of the Vice-President of this Corporation shall be
to function as a representative of the President in such case as the
President may be absent or disabled. The Vice-President may, when not
acting in the representative capacity of the President, hold other
positions and be assigned other duties within the Corporation.

     Section 8. SECRETARY. The Secretary shall keep or cause to be kept, at
the principal executive office or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
Directors, committees of Directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how
authorized, the notice given, the names of those present at Director
meetings or committee meetings, the number of shares present or represented
at shareholders meetings, and the proceedings.


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     The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a record
of shareholders, or a duplicate record of shareholders showing the names of
all shareholders and their addresses, the number of shares held by each,
the number and date of certificates issued for the same, and the number and
date of cancellation of every certificate surrendered for cancellation.

     The Secretary or Assistant Secretary, if they are absent or unable to
act or refuse to act, any other officer of the Corporation shall give, or
cause to be given, notice of all meetings of the shareholders, of the Board
of Directors, and of committees of the Board of Directors required by the
Bylaws or by law to be given. The Secretary shall keep the seal of the
Corporation, if one is adopted, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or by the Bylaws.

     Section 9. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
(Treasurer) shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares. The book of accounts shall at all reasonable times be
opened to inspection by any Director.

     The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the President and Directors, whenever they
request it, an account of all of his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have
other powers and perform other such duties as may be prescribed by the
Board of Directors or the Bylaws.


                                 ARTICLE V

             INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                              AND OTHER AGENTS

     Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Director, officer,
employee, or other agent of this Corporation, or is or was serving at the
request of this Corporation as a Director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust
or other enterprise, or was a Director, officer, employee, or agent of a
foreign or domestic corporation which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative, or investigative;
and "expenses" includes, without limitation, attorneys' fees

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and any expenses of establishing a right to indemnification under Section 4
or Section 5(c) of this Article.

     Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This Corporation
shall defend and indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding (other than an action by
or in the right of this Corporation) by reason of the fact that such person
is or was an agent of this Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and in a
manner that that person reasonably believed to be in the best interests of
this corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of that person was unlawful. The
termination of any proceeding by judgment, order, settlement, convicting,
or upon a pleas of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interest of
this Corporation or that the person had reasonable cause to believe that
the person's conduct was lawful.

     Section 3. ACTIONS BY THE CORPORATION. This Corporation shall
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action by or in the right of
this Corporation to procure a judgment in its favor by reason of the fact
that that person is or was an agent, officer or director of this
Corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of that action if that
person acted in good faith, in a manner that that person believed to be in
the best interests of this Corporation and with such care, including
reasonably inquiry, that such action would not be deemed grossly negligent
on the part of such agent. Indemnification shall be available under this
Section 3, conditioned only upon the following:

          (a) In respect of any claim, issue or matter as to which that
     person may be liable to this Corporation, the duty and obligation of
     the Corporation to defend and indemnify such agent, officer or
     director shall be absolute unless and only to the extent that the
     court in which that action was brought shall determine, upon
     application that, in view of all the circumstances of the case, said
     person acted with reckless disregard equated to gross negligence with
     regard to the specific claims made against said person;

          (b) The indemnification provisions, set-forth herein are to be
     interpreted as broadly as possible in their application to any
     officer, director or agent of the corporation, to include accountants
     and counsel for the corporation. Such interpretation shall treat these
     provisions as continuing contractual obligations of the corporation
     and subsequent modification shall not limit the effect of these
     provisions as applied to the covered classes who were so covered, at
     any time following adoption hereof.


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     Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this corporation has been successful on the merits or otherwise in defense
of any proceeding referred to in Section 2 or 3 of this Article, or in
defense or any claim, issue, or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent
in connection therewith. An agent shall be deemed successful if the Court
fails to make a specific finding regarding the degree of fault as set forth
in Section 3, hereinabove.

     Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this
Article, any indemnification under this Article shall be made by this
Corporation only if authorized in the specific case on a determination that
indemnification of the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in Sections 2 or
3 of this Article, by:

          (a) A majority vote of a quorum consisting of Directors who are
     not parties to the proceeding;

[TWO PAGES OF ORIGINAL MISSING HERE]

                                ARTICLE VII

                             CORPORATE ACTIONS

     Section 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, or any agent or agents of the Corporation, to enter into any
contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

     Section 2. LOANS. No loan shall be made by the Corporation to its
officers or Directors, and no loan shall be made by the Corporation secured
by its shares. No loan shall be made or contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by resolution of the Board of Directors. Such authority
may be general or confined to specific instances.

     Section 3. CHECKS, DRAFTS, OR ORDERS. All checks, drafts, or other
orders for the payment of money by or to the Corporation and all notes and
other evidence of indebtedness issued in the name of the Corporation shall
be signed by such officer or officers, agent or agents of the Corporation,
and in such manner as shall be determined by resolution of the Board of
Directors.

     Section 4. BANK DEPOSITS. All funds of the Corporation not otherwise
employed, shall be deposited to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.


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                                ARTICLE VIII

                               MISCELLANEOUS

     Section 1. INSPECTION OF CORPORATE RECORDS. The stock ledger and
minute books may be kept by any information storage device if readily
convertible into legible form. Any shareholder of record, in person or by
an attorney or agent who presents proof of such position with guaranteed
signature on such proof, may, upon written demand under oath, stating
purpose, inspect for any proper purpose, the stock ledger, list of
shareholders and make written extracts of the same. Such extracts shall be
made in writing by the individual preparing or requesting such inspection
and such inspection shall be during normal business hours and shall not be
made without at least five (5) business days written notice thereof. Such
notice, to be effective must be received not at least five (5) business
days prior to the proposed inspection date, a signed receipt from the US
Postal Service shall be proof of such notice and the date of receipt.

     Section 2. INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS. The
original or a copy of the Articles of Incorporation and Bylaws of the
Corporation, as amended or otherwise altered to date, and certified by the
Secretary of the Corporation, shall at all times be kept at the principal
executive office of the Corporation. Such Articles and Bylaws shall be open
for inspection to all shareholders of record or holders of voting trust
certificates at all reasonable times during the business hours of the
Corporation.

     Section 3. FISCAL YEAR. The fiscal year of the Corporation shall begin
on the first day of January of each year and end at midnight on the last
day of December of the same year or as otherwise determined by the Board of
Directors.

     Section 4. CONSTRUCTION AND DEFINITION. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions
contained in the applicable Utah Statutes which shall govern the
construction of these Bylaws.

     Without limiting the foregoing, the masculine gender where used
included the feminine and neuter; the singular number includes the plural,
and the plural number includes the singular; "shall" is mandatory and "may"
is permissive; and "person" includes the Corporation as well as a natural
person.



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                                 ARTICLE IX

                            AMENDMENTS TO BYLAWS

     These Bylaws may be amended at any time by a majority vote of the
Board of Directors or by a majority vote of the outstanding shares held by
the shareholders of the corporation.

             CERTIFICATE OF SECRETARY OF ADOPTION BY DIRECTORS

     I HEREBY CERTIFY that I am the duly elected, qualified and acting
Secretary of the above-named Corporation and that the above and foregoing
Bylaws were adopted as the Bylaws of said Corporation by unanimous vote of
the Board of Directors.


Dated: ________________________, 19____.



                                        /s/ YOLANDA OYLER
                                        ---------------------------------------
                                        Yolanda Oyler,
                                        Vice President/Assistant Secretary


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