BYLAWS
                                     OF
                        DESERT HEALTH PRODUCTS, INC.

                                  ARTICLE I
                                   OFFICES

SECTION 1. REGISTERED OFFICE. The Registered office of the Corporation  shall
be located in the City of Scottsdale, County of Maricopa, Arizona.

SECTION  2. OTHER OFFICES. In addition to the registered office at 7825  East
Gelding, Suite 101, Scottsdale, Arizona, other offices may also be maintained
at such other place or places, either within or without the State of Arizona,
as  may be designated from time to time by the Board of Directors, where  any
and all business of the Corporation may be transacted, and where meetings  of
the  stockholders and of the Directors may be held with the  same  effect  as
though done or held at said registered office.

                                 ARTICLE II
                          MEETINGS OF STOCKHOLDERS

SECTION   1.  ANNUAL  MEETINGS.  The  annual  meeting  of  the  stockholders,
commencing with the year 1996, shall be held at the registered office of  the
Corporation at 7825 East Gelding, Scottsdale, Arizona, or at such other place
as  may be specified or fixed in the notice of such meetings on the 15th  day
of  October of each and every year at 10:00 o'clock a.m., for the election of
directors and for the transaction of such other business as may properly come
before said meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business  day.  If
the  election of directors shall not be held on the day designated herein for
any  annual  meeting, or at the adjournment thereof, the Board  of  Directors
shall cause the election to be held at a meeting of the stockholders as  soon
thereafter as may conveniently be had.

SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in the manner
provided in Section 5 of Article 11 of these Bylaws, or deliver a

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written  or  printed  notice of each annual meeting to  each  stockholder  of
record, entitled to vote thereat, or may notify by telegram, as least ten and
not more than sixty (60) days before the date of such meeting.

     SECTION  3. PLACE OF MEETINGS. The Board of Directors may designate  any
place  either within or without the State of Arizona as the place of  meeting
for  any  annual meeting or for any special meeting called by  the  Board  of
Directors.  A  waiver of notice signed by all stockholders may designate  any
place  either  within or without the State of Arizona, as the place  for  the
holding  of such meeting. If no designation is made, or if a special  meeting
be  otherwise called, the place of meeting shall be the registered office  of
the  Corporation  in  the State of Arizona, except as otherwise  provided  in
Section   6,   Article  II  of  these  Bylaws,  entitled  "Meeting   of   All
Stockholders".

     SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders  shall
be held at the registered office of the Corporation or at such other place as
shall  be  specified  or  fixed in a notice thereof.  such  meetings  of  the
stockholders may be called at any time by the President or Secretary, or by a
majority of the Board of Directors then in office, and shall be called by the
President  with  or  without board approval on the  written  request  of  the
holders of record of at least fifty percent (50%) of the number of shares  of
the Corporation, then outstanding and entitled to vote, which written request
shall state the object of such meeting.

     SECTION  5.  NOTICE  OF MEETING. Written or printed notice  stating  the
place,  day  and hour of the meeting and, in case of a special  meeting,  the
purpose  or purposes for which the meeting is called, shall be delivered  not
less  than  ten  (10) nor more than sixty (60) days before the  date  of  the
meeting,  either  personally  or by mail, by  or  at  the  direction  of  the
President or the Secretary to each stockholder of record entitled to vote  at
such  meeting.  If mailed, such notice shall be deemed to be  delivered  when
deposited  in  the  United States mail, addressed to the stockholder  at  his
address  as  it  appears  on  the records of the  Corporation,  with  postage
prepaid.

     Any  stockholder may at any time, by a duly signed statement in  writing
to  that  effect, waive any statutory or other notice of any meeting, whether
such statement be signed before or after such meeting.

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     SECTION  6.  MEETING OF ALL STOCKHOLDERS. If all the stockholders  shall
meet  at  any time and place, either within or without the State of  Arizona,
and  consent  to  the  holding of the meeting at such time  and  place,  such
meeting  shall  be  valid  without call or notice and  at  such  meeting  any
corporate action may be taken.

     SECTION  7.  QUORUM.  At  all stockholder's meetings,  the  presence  in
person  or  by  proxy of the holders of a majority of the  outstanding  stock
entitled  to  vote  shall  be  necessary  to  constitute  a  quorum  for  the
transaction of business, but a lesser number may adjourn to some future  time
not  less  than seven (7) nor more than twenty-one (21) days later,  and  the
Secretary  shall thereupon give at least three (3) days ' notice by  mail  to
each stockholder entitled to vote who is absent from such meeting.

     SECTION  8.  MODE  OF  VOTING. At all meetings of the  stockholders  the
voting  may  be voice vote, but any qualified voter may demand a  stock  vote
whereupon such stock vote shall be taken by ballot, each of which shall state
the name of the stockholder voting and the number of shares voted by him and,
if  such ballot be cast by proxy, it shall also state the name of such proxy;
provided,  however,  that the mode of voting prescribed by  statute  for  any
particular case shall be in such case followed.

     SECTION  9. PROXIES. At any meeting of the stockholders, any stockholder
may  be represented and vote by a proxy or proxies appointed by an instrument
in  writing. In the event any such instrument in writing shall designate  two
or  more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have  and  may
exercise all of the powers conferred by such written instrument upon  all  of
the  persons so designated unless the instrument shall otherwise provide.  No
such proxy shall be valid after the expiration of six months from the date of
its  execution,  unless  coupled  with an  interest,  or  unless  the  person
executing it specified therein the length of time for which it is to continue
in  force,  which in no case shall exceed seven years from the  date  of  its
execution.  Subject to the above, any proxy duly executed is not revoked  and
continues in full force and effect until an instrument revoking it or a  duly
executed  proxy  bearing  a later date is filed with  the  secretary  of  the
Corporation.  At no time shall any proxy be valid which shall be  filed  less
than ten (10) hours before the commencement of the meeting.

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     SECTION  10.  VOTING  LISTS.  The officer or  agent  in  charge  of  the
transfer books for shares of the corporation shall make, at least three  days
before  each  meeting  of stockholders, a complete list of  the  stockholders
entitled  to  vote at such meeting, arranged in alphabetical order  with  the
number  of shares held by each, which list for a period of two days prior  to
such  meeting  shall  be  kept  on  file at  the  registered  office  of  the
corporation and shall be subject to inspection by any stockholder at any time
during  the whole time of the meeting. The original share ledger or  transfer
book, or duplicate thereof, kept in this state, shall be prima facie evidence
as  to who are the stockholders entitled to examine such list or share ledger
or transfer book or to vote at any meeting of stockholders.

     SECTION  11.  CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE.  For  the
purpose  of  determining stockholders entitled to notice or to vote  for  any
meeting  of  stockholders,  the Board of Directors  of  the  Corporation  may
provide  that the stock transfer books be closed for a stated period but  not
to exceed in any case sixty (60) days before such determination. If the stock
transfer books be closed for the purpose of determining stockholders entitled
to  notice  of a meeting of stockholders, such books shall be closed  for  at
least fifteen days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of directors may fix in advance a date in any
case  to be not more than sixty (60) days, nor less than ten (10) days  prior
to  the date on which the particular action, requiring such determination  of
stockholders, is to be taken. If the stock transfer books are not closed  and
no  record date is fixed for determination of stockholders entitled to notice
of  a meeting of stockholders, or stockholders entitled to receive payment of
a  dividend, the date on which notice of the meeting is mailed or the date on
which  the  resolution of the Board of Directors declaring such  dividend  is
adopted, as the case may be, shall be the record date for such determinations
of shareholders.

     SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in  the
name  of  another  corporation, domestic or foreign, may  be  voted  by  such
officer, agent or proxy as the Bylaws of such corporation may prescribe,  or,
in  the  absence  of  such  provisions, as the Board  of  Directors  of  such
corporation may determine.

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     Shares  standing in the name of a deceased person may be  voted  by  his
administrator or executor, either in person or by proxy. Shares  standing  in
the  name of a guardian, conservator or trustee maybe voted by such fiduciary
either in person or by proxy, but no guardian, conservator, or trustee  shall
be entitled, as such fiduciary, to vote shares held by him without a transfer
of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and  shares held by or under the control of a receiver may be voted  by  such
receiver without the transfer thereof into his name if authority so to do  be
contained  in  an appropriate order of the court at which such  receiver  was
appointed.

     A  stockholder whose shares are pledged shall be entitled to  vote  such
shares  until shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares  of  its  own stock belonging to this corporation  shall  not  be
voted,  directly or indirectly, at any meeting and shall not  be  counted  in
determining the total number of outstanding shares at any time, but shares of
its  own  stock held by it in a fiduciary capacity may be voted and shall  be
counted  in determining the total number of outstanding shares at  any  given
time.

     SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action required  to  be
taken at a meeting of the stockholders or any other action which may be taken
at  a meeting of the stockholders may be taken without a meeting if a consent
in  writing setting forth the action so taken shall be signed by all  of  the
stockholders entitled to vote with respect to the subject matter thereof.

     SECTION  14. VOTING OF SHARES. Each outstanding share entitled  to  vote
shall be entitled to one vote upon each matter submitted to vote at a meeting
of stockholders.

                         ARTICLE III
                         DIRECTORS

     SECTION 1. GENERAL POWERS. The Board of Directors shall have the control
and  general management of the affairs and business of the Corporation.  Such
directors  shall  in  all  cases act as a Board,  regularly  convened,  by  a
majority,  and they may adopt such rules and regulations for the  conduct  of
their meetings and the

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management  of  the  Corporation, as they may deem proper,  not  inconsistent
with  these Bylaws, the Articles of Incorporation and the laws of  the  State
of  Arizona. The Board of Directors shall further have the right to  delegate
certain other powers to the Executive Committee as provided in these Bylaws.

     SECTION  2.  NUMBER  OF  DIRECTORS. The affairs  and  business  of  this
Corporation shall be managed by a Board of Directors consisting initially  of
five  (5)  full-age members, but said Board of Directors may be increased  or
decreased  to  any  number  of  full-age members  by  majority  vote  of  the
Shareholders  as  provided herein but such number of  members  shall  not  be
increased above the maximum of seven (7) full-age members nor decreased below
a  minimum of one (1) full-age member and except as authorized by the Arizona
Revised Statutes, there shall in no event be less than one (1) Director.

     SECTION  3. ELECTION. The Directors of the corporation shall be  elected
at  the  annual meeting of the stockholders, except as hereinafter  otherwise
provided for the filling of vacancies. Each director shall hold office for  a
term  of  one  year and until his successor shall have been duly  chosen  and
shall  have qualified, or until his death, or until he shall resign or  shall
have been removed in the manner hereinafter provided.

     SECTION  4.  VACANCIES  IN  THE  BOARD. Any  vacancy  in  the  Board  of
Directors  occurring during the year through death, resignation,  removal  or
other  cause,  including vacancies caused by an increase  in  the  number  of
directors,  shall  be  filled  for the unexpired  portion  by  the  Board  of
Directors  which  constitute a quorum, at any special meeting  of  the  Board
called  for  that  purpose,  or  at any regular  meeting  thereof,  provided,
however, that in the event the remaining directors do not represent a  quorum
of  the  number  set forth in Section 2 hereof, a majority of such  remaining
directors may elect directors to fill any vacancies then existing.

     SECTION  5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors
shall  be  held  each year immediately following the annual  meeting  of  the
stockholders.  Other  regular meetings of the Board of Directors  shall  from
time to time by resolution be prescribed. No further notice of such annual or
regular meeting of the Board of Directors need be given.
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     SECTION  6. 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  or  persons  authorized to call special  meetings  of  the  Board  of
Directors  may fix any place, either within or without the State of  Arizona,
as the place for holding any special meeting of the Board of Directors called
by them.

     SECTION 7. NOTICE. Notice of any special meeting shall be give at  least
twenty-four hours previous thereto by written notice if personally delivered,
or  five  days  previous thereto if mailed to each director at  his  business
address, or by telegram. If mailed, such notice shall be deemed to have  been
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice is given by telegram, such notice shall be  deemed
to  be delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at any
meeting  shall constitute a waiver of notice of such meeting, except where  a
director  attends  a  meeting for the express purpose  of  objecting  to  the
transaction  of  any business because the meeting is not lawfully  called  or
convened.

     SECTION  8.  CHAIRMAN. At all meetings of the Board  of  Directors,  the
President  if a member of the Board of Directors shall serve as Chairman,  or
in  the  absence  of  the President, the directors present  shall  choose  by
majority vote a director to preside as Chairman.

     SECTION  9.  QUORUM AND MANNER OF ACTING. A majority of  the  directors,
whose number is designated in Section 2 herein, shall constitute a quorum for
the  transaction of business at any meeting and the act of a majority of  the
directors  present at any meeting at which a quorum is present shall  be  the
act  of  the Board of Directors. In the absence of a quorum, the majority  of
the  directors  present may adjourn any meeting from time  to  time  until  a
quorum  be  present. Notice of any adjourned meeting need not be  given.  The
directors  shall act only as a Board and the individual directors shall  have
no power as such.

     SECTION  10. REMOVAL OF DIRECTORS. Any one or more of the directors  may
be  removed  either with or without cause at any time by the vote or  written
consent  of the stockholders representing not less than two-thirds  (2/3)  of
the issued and outstanding capital stock entitled to voting power.

<PAGE>

     SECTION  11.  VOTING. At all meetings of the Board  of  Directors,  each
directors  to  have one vote, irrespective of the number of shares  of  stock
that he may hold.

     SECTION  12. COMPENSATION. By resolution of the Board of Directors,  the
directors  may  be  paid  their expenses, if any of the  attendance  at  each
meeting  of the Board, and may be paid a fixed sum for attendance at meetings
or  a stated salary of directors. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefore.

     SECTION 13. 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, shall be conclusively presumed to have assented to
the  action taken unless his dissent shall be entered in the minutes  of  the
meeting  or unless he shall file his written dissent to such action with  the
person  acting as the secretary of the meeting before the adjournment thereof
or  shall  forward  such  dissent by certified  or  registered  mail  to  the
Secretary  of  the  corporation  immediately after  the  adjournment  of  the
meeting.  Such right to dissent shall not apply to a director  who  voted  in
favor of such action.

                        ARTICLE IV
                   EXECUTIVE COMMITTEE

     SECTION  1.  NUMBER  AND ELECTION. The Board of Directors  may,  in  its
discretion, appoint from its membership an Executive Committee of one or more
directors, each to serve at the pleasure of the Board of Directors.

     SECTION 2. AUTHORITY. The Executive Committee is authorized to take  any
action  which  the Board of Directors could take, except that  the  Executive
Committee shall not have the power either to issue or authorize the  issuance
of  shares  of  capital stock, to amend the Bylaws, or  to  take  any  action
specifically  prohibited  by  the Bylaws, or a resolution  of  the  Board  of
Directors. Any authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the fall Board of Directors.

<PAGE>

     SECTION   3.  REGULAR  MEETINGS.  Regular  meetings  of  the   Executive
Committee may be held within or without the State of Arizona at such time and
place as the Executive Committee may provide from time to time.

     SECTION   4.  SPECIAL  MEETINGS.  Special  meetings  of  the   Executive
Committee  may be called by or at the request of the President or any  member
of the Executive Committee.

     SECTION 5. NOTICE. Notice of any special meeting shall be give at  least
one day previous thereto by written notice, telephone, telegram or in person.
Neither  the  business  to be transacted, nor the purpose  of  a  regular  or
special meeting of the Executive Committee need be specified in the notice or
waiver of notice of such meeting. A member may waive notice of any meeting of
the  Executive  Committee. The attendance of a member at  any  meeting  shall
constitute a waiver of notice of such meeting, except where a member  attends
a  meeting  for  the express purpose of objecting to the transaction  of  any
business because the meeting is not lawfully called or convened.

     SECTION  6. QUORUM. A majority of the members of the Executive Committee
shall  constitute a quorum for the transaction of business at any meeting  of
the  Executive  Committee; provided that if fewer  than  a  majority  of  the
members  are  present at said meeting a majority of the members  present  may
adjourn the meeting from time to time without further notice.

     SECTION  7.  MANNER OF ACTING. The act of the majority  of  the  members
present  at  a meeting at which a quorum is present shall be the act  of  the
Executive  Committee, and said Committee shall keep regular  minutes  of  its
proceedings which shall at all times be open for inspection by the  Board  of
Directors.

     SECTION  8.  PRESUMPTION OF ASSENT. A member of the Executive  Committee
who is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the  action taken unless his dissent shall be entered in the minutes  of  the
meeting  or unless he shall file his written dissent to such action with  the
person acting as secretary of the meeting before the adjournment thereof,  or
shall  forward such dissent by certified or registered mail to the  Secretary
of the Corporation immediately after the adjournment of

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the  meeting.  Such  right to dissent shall not apply  to  a  member  of  the
executive committee who voted in favor of such action.

                           ARTICLE V
                          OFFICERS

     SECTION  1.  NUMBER.  The  officers  of  the  corporation  shall  be   a
President,  a Vice President, a Treasurer and a Secretary and such  other  or
subordinate  officers as the Board of Directors may from time to time  elect.
One  person may hold the office and perform the duties of one or more of said
officers. No officer need be a member of the Board of Directors.

     SECTION  2.  ELECTION, TERM OF OFFICE, QUALIFICATIONS. The  officers  of
the  corporation shall be chosen by the Board of Directors and they shall  be
elected  annually  at the meeting of the Board of Directors held  immediately
after each annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his office until  his
successor  has  been duly chosen and has qualified, or until  his  death,  or
until he resigns or has been removed in the manner hereinafter provided.

     SECTION  3. REMOVALS. Any officer or agent elected or appointed  by  the
Board  of  Directors  may be removed by the Board of Directors  at  any  time
whenever  in  its  judgment the best interests of the  Corporation  would  be
served  thereby, and such removal shall be without prejudice to the  contract
rights, if any, of the person so removed.

     SECTION  4.  VACANCIES. All vacancies in any office shall be  filled  by
the  Board of Directors without undue delay, at any regular meeting, or at  a
meeting specially called for that purpose.

     SECTION  5.  PRESIDENT.  The  President shall  be  the  chief  executive
officer  of  the  corporation  and shall have general  supervision  over  the
business  of the corporation and over its several officers, subject, however,
to  the control of the Board of Directors. He may sign, with the Treasurer or
with  the  Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the  capital
stock of the Corporation; may sign and execute in the name of the

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Corporation   deeds,  mortgages,  bonds,  contracts  or   other   instruments
authorized by the Boar do directors or by these Bylaws to some other  officer
or  agent  of  the  Corporation;  and in general  shall  perform  all  duties
incident  to the duties of the President, and such other duties as from  time
to time may be assigned to him by the Board of Directors.

     SECTION  6.  VICE PRESIDENT. The Vice President shall in the absence  or
incapacity of the President, or as ordered by the Board of Directors, perform
the  duties  of the President, or such other duties or functions  as  may  be
given to him by the Board of Directors from time to time.

     SECTION  7. TREASURER. The Treasurer shall have the care and custody  of
all  the funds and securities of the Corporation and deposit the same in  the
name  of  the  Corporation  in such bank or trust company  as  the  Board  of
Directors  may designate; he may sign or countersign all checks,  drafts  and
orders for the payment of money and may pay out and dispose of same under the
direction of the Board of Directors, and may sign or countersign all notes or
other  obligations of indebtedness of the Corporation; he may sign  with  the
President  or  Vice  President, certificates  for  shares  of  stock  of  the
Corporation;  he may sign with the President or Vice President,  certificates
for  shares  of  stock of the Corporation; he shall at all  reasonable  times
exhibit  the  books  and  accounts  to any director  or  stockholder  of  the
Corporation  under application at the office of the company  during  business
hours; and he shall, in general, perform all duties as from time to time  may
be  assigned to him by the President or by the Board of Directors. The  Board
of  Directors  may at its discretion require that each officer authorized  to
disburse the funds of the Corporation be bonded in such amount as it may deem
adequate.

     SECTION  8.  SECRETARY.  The Secretary shall keep  the  minutes  of  the
meetings  of  the Board of Directors and also the minutes of the meetings  of
the stockholders; he shall attend to the giving and serving of all notices of
the  Corporation  and  shall  affix  the  seal  of  the  Corporation  to  all
certificates  of stock, when signed and countersigned by the duly  authorized
officers; he may sign certificates for shares of stock of the Corporation; he
may  sign  or  countersign all checks, drafts and orders for the  payment  of
money; he shall have charge of the certificate book and such other books  and
papers  as  the  Board may direct; he shall keep a stock book containing  the
names,

<PAGE>

alphabetically  arranged,  of  all  persons  who  are  stockholders  of   the
Corporation,  showing  their places of residence, the  number  of  shares  of
stock  held by them respectively, the time when they respectively became  the
owners  thereof,  and  the amount paid thereof; and  he  shall,  in  general,
perform all duties incident to the office of Secretary and such other  duties
as  from time to time may be assigned to him by the President or by the Board
of directors.

    SECTION  9.  OTHER  OFFICERS. The Board of Directors  may  authorize  and
empower  other  persons or other officers appointed by  it  to  perforin  the
duties and functions of the officers specifically designated above by special
resolution in each case.

    SECTION   10.   ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES.   The
assistant Treasurers shall respectively, as may be 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 as thereunto authorized by the Board of Directors  may
sign  with  the  President or Vice President certificates for shares  of  the
capital  stock  of  the  Corporation, the issue  of  which  shall  have  been
authorized  by resolution of the Board of Directors. The Assistant  Treasures
and  Assistant Secretaries shall, in general, perform such duties as  may  be
assigned  to them by the Treasurer or the Secretary respectively, or  by  the
President or by the Board of Directors.

                        ARTICLE VI
          INDEMNIFICATION OFFICERS AND DIRECTORS

    Except  as  hereinafter stated otherwise, the Corporation shall indemnify
all  of its officers and directors, past, present and future, against any and
all expenses incurred by them, and each of them including but not limited  to
legal fees, judgments and penalties which may be incurred, rendered or levied
in  any legal action brought against any or all of them for or on account  of
any  act  or omission alleged to have been committed while acting within  the
scope of their duties as Officers or Directors of this Corporation.

<PAGE>

                        ARTICLE VII
           CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

     SECTION  2.  LOANS.  No  loans  shall be contracted  on  behalf  of  the
Corporation  and  no  evidence of indebtedness shall be issued  in  its  name
unless  authorized by the Board of Directors or approved by a loan  committee
appointed  by the Board of Directors and charged with the duty of supervising
investments. Such authority may be general or confined to specific instances.

     SECTION  3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders  for
payment of money, notes or other evidences of indebtedness issued in the name
of  the  Corporation  shall be signed by such officer or officers,  agent  or
agents  of the Corporation and in such manner as shall from time to  time  be
determined by resolutions of the Board of Directors.

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

                        ARTICLE III
                       CAPITAL STOCK

     SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of stock  of
the  Corporation  shall  be  in  such  form  as  shall  be  approved  by  the
incorporators  or  by  the  Board of Directors.  The  certificates  shall  be
numbered in the order of their issue, shall be signed by the President or the
Vice President and by the Secretary or the Treasurer, or by such other person
or  officer as may be designated by the Board of Directors, and the  seal  of
the  Corporation shall be affixed thereto, which said signatures of the  said
duly   designated  officers  and  of  the  seal  of  the  Corporation.  Every
certificate

<PAGE>

authenticated  by  a  facsimile  of  such  signatures  and   seal   must   be
countersigned by a Transfer Agent to be appointed by the Board of  Directors,
before issuance.

     SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may
be  transferred by the delivery of the certificate accompanied either  by  an
assignment in writing on the back of the certificate or by written  power  of
attorney  to  sell,  assign,  and transfer the  same  on  the  books  of  the
Corporation, signed by the person appearing by the certificate to  the  owner
of  the  shares represented thereby, together with all necessary federal  and
state  transfer tax stamps affixed and shall be transferable on the books  of
the  Corporation  upon  surrender thereof so signed or endorsed.  The  person
registered  on  the books of the Corporation as the owner of  any  shares  of
stock  shall be entitled to all the rights of ownership with respect to  such
shares.

     SECTION  3. REGULATIONS. The Board of Directors may make such rules  and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the   Articles   of  Incorporation,  concerning  the  issue,   transfer   and
registration of certificates for shares of stock of the Corporation.  It  may
appoint  a  transfer agent or a registrar of transfers, or both, and  it  may
require all certificates to bear the signature of either or both.

     SECTION  4. LOST CERTIFICATES. The Board of Directors may direct  a  new
certificate  or  certificates to be issued in place  of  any  certificate  or
certificates theretofore issued by the Corporation alleged to have been  lost
or  destroyed,  upon the making of an affidavit of that fact  by  the  person
claiming  the certificate of stock to be lost or destroyed. When  authorizing
such  issue of anew certificate or certificates, the Board of Directors  may,
in  its  discretion  and  as a condition precedent to the  issuance  thereof,
require  the owner of such lost or destroyed certificate or certificates,  or
his  legal representative, to advertise the same in such manner as  it  shall
require  and/or give the Corporation a bond in such sum as it may  direct  as
indemnity  against  any claim that may be made against the  Corporation  with
respect to the certificate alleged to have been lost or destroyed.

                        ARTICLE IX
                        DIVIDENDS

     SECTION 1. The Corporation shall be entitled to treat the holder of  any
share  or  shares  of stock as the holder in fact thereof  and,  accordingly,
shall not be bound to

<PAGE>

recognize any equitable or other claim to or interest in such shares  on  the
part  of  any  other person, whether or not it shall have  express  or  other
notice thereof, except as expressly provided by the laws of Arizona.

     SECTION  2.  Dividends on the capital stock of the Corporation,  subject
to  the  provisions of the Articles of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.

     SECTION  3. The Board of Directors may close the transfer books  in  its
discretion  for a period not exceeding fifteen days preceding the date  fixed
for  holding any meeting, annual or special of the stockholders, or  the  day
appointed for the payment of a dividend.

     SECTION 4. Before payment of any dividend or making any distribution  of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or sums as the directors may from time to time, in  their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation,  or  for  any such other purpose as the  directors  shall  think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                         ARTICLE X
                          SEAL

     The Board of Directors shall provide a Corporate seal which shall be  in
the  form  of  a Circle and shall bear the full name of the Corporation,  the
year of its incorporation and the words "Corporate Seal, State of Arizona7.

                         ARTICLE XI
                         FISCAL YEAR

     The  fiscal  year  of  the Corporation shall end  on  the  31st  day  of
December of each year.

                       ARTICLE XII
                     WAIVER OF NOTICE

     Whenever  any  notice  whatever  is  required  to  be  given  under  the
provisions  of  these Bylaws, or under the laws of the State of  Arizona,  or
under  the  provisions of the Articles of Incorporation, a waiver in  writing
signed by the person or persons entitled to

<PAGE>

such  notice,  whether before or after the time stated  therein,  shall  be
deemed equivalent to the giving of such notice.

                           ARTICLE XIII
                           AMENDMENTS

       These  Bylaws may be altered, amended or repealed and new  Bylaws  may
  be  adopted at any regular or special meeting of the Stockholders by a vote
  of  the  stockholders owning a majority of the shares and entitled to  vote
  thereat.  These  Bylaws may also be altered, amended or  repealed  and  new
  Bylaws  may  be adopted at any regular or special meeting of the  Board  of
  Directors  of  the Corporation (if notice of such alteration or  repeal  be
  contained in the notice of such special meeting) by a majority vote of  the
  directors  present  at the meeting at which a quorum is  present,  but  any
  such  amendment shall not be inconsistent with or contrary to the provision
  of any provision of any amendment adopted by the stockholders.

       KNOW  ALL  MEN  BY  THESE  PRESENTS that the  undersigned,  being  the
  Secretary  of  Desert Health Products, Inc., an Arizona corporation  hereby
  acknowledges that the above and foregoing Bylaws were duly adopted  as  the
  Bylaws of said Corporation on November 1, 1996.

       IN  WITNESS  WHEREOF, I hereunto subscribed my name this  1st  day  of
  November, 1996.


   /s/ Johnny Shannon
  Johnny Shannon
  President, Director