__________________
                                   BYLAWS

                                     OF

                          TRINITY COMPANIES, INC.

                             a Utah corporation

                                    2002
                              ________________





ARTICLE 1      OFFICEs . . . . . . . . . . . . . . . . . . . . . . . . . .1

 Section 1.1     Business Offices. . . . . . . . . . . . . . . . . . . . .1
 Section 1.2     Registered Office . . . . . . . . . . . . . . . . . . . .1

ARTICLE 2      SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . .1

 Section 2.1     Annual Shareholder Meeting. . . . . . . . . . . . . . . .1
 Section 2.2     Special Shareholder Meetings. . . . . . . . . . . . . . .1
 Section 2.3     Place of Shareholder Meeting. . . . . . . . . . . . . . .1
 Section 2.4     Notice of Shareholder Meeting . . . . . . . . . . . . . .2
 Section 2.5     Fixing of Record Date . . . . . . . . . . . . . . . . . .3
 Section 2.6     Shareholder List. . . . . . . . . . . . . . . . . . . . .4
 Section 2.7     Shareholder Quorum and Voting Requirements. . . . . . . .4
 Section 2.8     Proxies . . . . . . . . . . . . . . . . . . . . . . . . .5
 Section 2.9     Voting of Shares. . . . . . . . . . . . . . . . . . . . .5
 Section 2.10    Corporation's Acceptance of Votes . . . . . . . . . . . .5
 Section 2.11    Informal Action by Shareholders . . . . . . . . . . . . .6
 Section 2.12    Voting for Directors. . . . . . . . . . . . . . . . . . .7
 Section 2.13    Shareholder's Rights to Inspect Corporate Records . . . .8
 Section 2.14    Furnishing Financial Statements to a Shareholder. . . . .9
 Section 2.15    Information Respecting Shares . . . . . . . . . . . . . .9

ARTICLE 3      BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . 10
 Section 3.1     General Powers. . . . . . . . . . . . . . . . . . . . . 10
 Section 3.2     Number, Tenure, and Qualifications of Directors . . . . 10
 Section 3.3     Regular Meetings of the Board of Directors. . . . . . . 10
 Section 3.4     Special Meetings of the Board of Directors. . . . . . . 10
 Section 3.5     Notice and Waiver of Notice of Special
                 Director Meetings . . . . . . . . . . . . . . . . . . . 11
 Section 3.6     Director Quorum . . . . . . . . . . . . . . . . . . . . 11
 Section 3.7     Manner of Acting. . . . . . . . . . . . . . . . . . . . 11
 Section 3.8     Director Action Without a Meeting . . . . . . . . . . . 12
 Section 3.9     Removal of Directors. . . . . . . . . . . . . . . . . . 12
 Section 3.10    Board of Director Vacancies . . . . . . . . . . . . . . 12
 Section 3.11    Director Compensation . . . . . . . . . . . . . . . . . 13
 Section 3.12    Director Committees . . . . . . . . . . . . . . . . . . 13
 Section 3.13    Director's Rights to Inspect Corporate Records. . . . . 14
 Section 3.14    General Standards of Conduct for Directors. . . . . . . 15

ARTICLE 4      OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . 16

 Section 4.1     Number of Officers. . . . . . . . . . . . . . . . . . . 16
 Section 4.2     Appointment and Term of Office. . . . . . . . . . . . . 16
 Section 4.3     Removal of Officers . . . . . . . . . . . . . . . . . . 16
 Section 4.4     Chairman of the Board . . . . . . . . . . . . . . . . . 16
 Section 4.5     Chief Executive Officer . . . . . . . . . . . . . . . . 16
 Section 4.6     President . . . . . . . . . . . . . . . . . . . . . . . 17
 Section 4.7     Vice Presidents . . . . . . . . . . . . . . . . . . . . 17
 Section 4.8     Secretary . . . . . . . . . . . . . . . . . . . . . . . 17
 Section 4.9     Treasurer . . . . . . . . . . . . . . . . . . . . . . . 18
 Section 4.10    Assistant Secretaries and Assistant Treasurers. . . . . 18
 Section 4.11    Salaries. . . . . . . . . . . . . . . . . . . . . . . . 18
 Section 4.12    General Standards of Conduct for Officers . . . . . . . 18

                                    -i-



                             TABLE OF CONTENTS
                                (continued)

ARTICLE 5      LIMITATION OF LIABILITY AND INDEMNIFICATION OF
               DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES,
               AND AGENTS. . . . . . . . . . . . . . . . . . . . . . . . 19
 Section 5.1     Limitation of Liability of Directors and Officers . . . 19
 Section 5.2     Indemnification of Directors and Officers . . . . . . . 19
 Section 5.3     Effect of Repeal or Modification of Article 5 . . . . . 19
 Section 5.4     Insurance . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 6      CERTIFICATES FOR SHARES AND THEIR TRANSFER. . . . . . . . 20
 Section 6.1     Certificates for Shares . . . . . . . . . . . . . . . . 20
 Section 6.2     Shares Without Certificates . . . . . . . . . . . . . . 20
 Section 6.3     Registration of Transfer of Shares. . . . . . . . . . . 21
 Section 6.4     Restrictions on Transfer of Shares Permitted. . . . . . 21
 Section 6.5     Acquisition of Shares . . . . . . . . . . . . . . . . . 22

ARTICLE 7      DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 22
 Section 7.1     Distributions . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 8      CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . 22
 Section 8.1     Corporate Seal. . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 9      FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . 23
 Section 9.1     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 10     AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . 23
 Section 10.1    Amendments. . . . . . . . . . . . . . . . . . . . . . . 23






                                    -ii-




                                   BYLAWS
                                   ------

                                     OF
                                     --

                          TRINITY COMPANIES,  INC.
                          ------------------------






















                                     1


                                 ARTICLE 1
                                  OFFICEs


     Section 1.1    Business Offices.  The principal office Trinity
Companies, Inc., a Utah corporation (the "Corporation"), shall be located
at any place either within or outside the State of Utah, as designated in
the Corporation's Articles of Incorporation or the Corporation's most
recent annual report on file with the Division of Corporations and
Commercial Code providing such information.  The Corporation may have such
other offices, either within or outside the State of Utah as the Board of
Directors may designate or as the business of the Corporation may require
from time to time.  The Corporation shall maintain at its principal office
a copy of those records specified in Section 2.13 of Article II of these
Bylaws.  (16-10a-102(24)).


     Section 1.2    Registered Office.  The registered office of the
Corporation required by the Utah Revised Business Corporation Act shall be
located within the State of Utah.  The address of the registered office may
be changed from time to time.  (16-10a-501 and 16-10a-502)

                                 ARTICLE 2
                                SHAREHOLDERS


          Section 2.1    Annual Shareholder Meeting.  An annual meeting of the
shareholders shall be held each year on the date, at the time, and at the
place, 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.  (16-10a-701)


          Section 2.2    Special Shareholder Meetings.  Special meetings of the
shareholders may be called, for any purposes described in the notice of the
meeting, by the president, or by the Board of Directors, and shall be
called by the president at the request of the holders of not less than one-
tenth of all outstanding votes of the Corporation entitled to be cast on
any issue at the meeting.  (16-10a-702)


          Section 2.3    Place of Shareholder Meeting.  The Board of Directors
may designate any place, either within or outside the State of Utah, as the
place for any annual meeting of the shareholders and for any special
meeting of the shareholders called by the Board of Directors.  The
president of the Corporation or any shareholder or any group of
shareholders of the Corporation holding at least TEN PERCENT (10%) of all
of the voting shares of the Corporation may designate any place, within or
outside the State of Utah, as the place for any special meeting of the
shareholders called by the president or the group of shareholders.  If no
designation is made by the Board of Directors, the president, or the
shareholders, as the case may be, the place of the meeting shall be the
principal office of the Corporation. (16-10a-701(2) and 16-10a-702(3))


                                     1


          Section 2.4    Notice of Shareholder Meeting.

          (a)  Required Notice.  Written notice stating the place, day, and hour
of any annual or special shareholder meeting shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Board of Directors,
the president, 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 Utah Revised Business Corporation Act or the Corporation's
Articles of Incorporation to receive notice of the meeting.  Notice shall
be deemed to be effective when mailed.

          Notice shall not be required to be given to any shareholder to whom:

                    (1)  A notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting during the period between the two consecutive annual meetings, have
been mailed, addressed to the shareholder at the shareholder's address as
shown on the records of the Corporation, and have been returned
undeliverable; or

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

          If a shareholder to whom notice is not required delivers to the
Corporation a written notice setting forth the shareholder's current
address, or if another address for the shareholder is otherwise made known
to the Corporation, the requirement that notice be given to the shareholder
is reinstated.  (16-10a-103 and 16-10a-705)

               (b)  Adjourned Meeting.  If any shareholder meeting is adjourned
to a different date, time, or place, notice need not be given of the new
date, time, or place, if the new date, time, or place is announced at the
meeting before adjournment.  However, if the adjournment is for more than
30 days, or if after the adjournment a new record date for the adjourned
meeting is or must be fixed (see Section 2.5 of these Bylaws), then notice
must be given pursuant to the requirements of paragraph (a) of this Section
2.4 to shareholders of record who are entitled to vote at the meeting.
(16-10a-705(4))

               (C)  Waiver of Notice.  Any shareholder may waive notice of a
meeting (or any notice required by the Utah Revised Business Corporation
Act, the Corporation's Articles of Incorporation, or these Bylaws), by a
writing signed by the shareholder, which is delivered to the Corporation
(either before or after the date and time stated in the notice as the date
or time when any action will occur or has occurred) for inclusion in the
minutes or filing with the Corporation's records.

          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; 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.  (16-10a-706)


                                     2


               (d)  Contents of Notice.  Notice of any special meeting of the
shareholders shall include a description of the purpose or purposes for
which the meeting is called.  Except as provided in this Section 2.4(d), in
the Articles of Incorporation, or in the Utah Revised Business Corporation
Act, notice of an annual meeting of the shareholders need not include a
description of the purpose or purposes for which the meeting is called.
(16-10a-705(2) and (3))

               Section 2.5    Fixing of Record Date.  For the purpose of
determining shareholders of any voting group entitled to notice of or to
vote at any meeting of shareholders, or shareholders entitled to take
action without a meeting or to demand a special meeting, or shareholders
entitled to receive payment of any distribution or dividend, 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 seventy 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 of Directors, the
record date shall be at the close of business:

               (a)  with respect to an annual meeting of the shareholders or any
special meeting of the shareholders called by the Board of Directors or any
person or group specifically authorized by these Bylaws to call a meeting
of the shareholders, as of the close of business on the day before the
first notice is delivered to shareholders; (16-10a-707(1));

               (b)  with respect to a special shareholder meeting demanded by
the shareholders, on the earliest date of any of the demands pursuant to
which the meeting is called, or 60 days prior to the date the first of the
written demands is received by the Corporation, whichever is later; (16-
10a-702(2));

               (c)  with respect to actions taken in writing without a meeting
(pursuant to Section 2.11 of these Bylaws), on the date the first
shareholder delivers to the Corporation a signed written consent upon which
the action is taken; (16-10a-704(6));

               (d)  with respect to a distribution to shareholders (other than
one involving a repurchase or reacquisition of shares), on the date the
Board of Directors authorizes the distribution; (16-10a-40(2)); and

               (e)  with respect to the payment of a share dividend, on the date
the Board of Directors authorizes the share dividend.  (16-10a-623(3)).

          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.  (16-10a-707)


                                     3



               Section 2.6    Shareholder List.  The secretary shall make a
complete record of the shareholders entitled to vote at each meeting of
shareholders, arranged in alphabetical order within each class or series,
with the address of and the number of shares held by each.  The list must
be arranged by voting group (if such exists; see Section 2.7 of these
Bylaws) and within each voting group by class or series of shares.  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 and
continuing through the meeting and any adjournments.  The list shall be
available at the Corporation's principal office or at a place identified in
the notice of the meeting in the city where the meeting is to be held.  A
shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.13 of these Bylaws,
to inspect and copy the list during regular business hours and during the
period it is available for inspection.  The Corporation shall maintain the
shareholder list in written form or in another form capable of conversion
into written form within a reasonable time.  (16-10a-720)


               Section 2.7    Shareholder Quorum and Voting Requirements.  If
the Articles of Incorporation or the Utah Revised Business Corporation 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.

          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, a Bylaw adopted by
the shareholders pursuant to the Utah Revised Business Corporation Act, or
the Utah Revised Business Corporation Act provide otherwise, at least 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.

          If the Articles of Incorporation or the Utah Revised Business
Corporation 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.  One voting group may vote on a
matter even though another voting group entitled to vote on the matter has
not voted.

          Once a share is represented for any purpose at a meeting, including
the purpose of determining that a quorum exists, 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.

          If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if at least A MAJORITY of the
votes cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the Articles of Incorporation, a Bylaw
adopted by the shareholders pursuant to the Utah Revised Business
Corporation Act, or the Utah Revised Business Corporation Act require a
greater number of affirmative votes. (16-10a-725 and 16-10a-726).


                                     4


               Section 2.8    Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by a proxy executed in any lawful manner.
Such proxy shall be filed with the Corporation before or at the time of the
meeting.  No proxy shall be valid after eleven months from the date of its
execution unless otherwise provided in the proxy.  (16-10a-722)

               Section 2.9    Voting of Shares.  Unless otherwise provided in
the Articles of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote, and each fractional share shall be entitled
to a corresponding fractional 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 held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other corporation
are held by the Corporation, shall be voted at any meeting of the
Corporation or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting.  However, the power
of the Corporation to vote any shares, including its own shares, held by it
in a fiduciary capacity is not hereby limited.

          Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders thereof and a sum sufficient to redeem
the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders
the redemption price on surrender of the shares.  (16-10a-721)

               Section 2.10   Corporation's Acceptance of Votes.

               (a)  If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the Corporation, if acting in good faith, is entitled to
accept the vote, consent, waiver, proxy appointment, or proxy appointment
revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment, or proxy
appointment revocation does not correspond to the name of a shareholder,
the Corporation, if acting in good faith, is nevertheless entitled to
accept the vote, consent, waiver, proxy appointment, or proxy appointment
revocation and give it effect as the act of the shareholder if:

                    (1)  The shareholder is an entity as defined in the Utah
Revised Business Corporation Act and the name signed purports to be that of
an officer or agent of the entity;

                    (2)  the name signed purports to be that of an
administrator, executor, guardian, or conservator representing the
shareholder and, if the Corporation requests, evidence of fiduciary status
acceptable to the Corporation has been presented with respect to the vote,
consent, waiver, proxy appointment, or proxy appointment revocation;

                    (3)  the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the Corporation requests,
evidence of this status acceptable to the Corporation has been presented
with respect to the vote, consent, waiver, proxy appointment, or proxy
appointment revocation;

                    (4)  the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
Corporation requests, evidence acceptable to the Corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy
appointment revocation;

                                     5


                    (5)  two or more persons are the shareholder as cotenants or
fiduciaries and the name signed purports to be the name of at least one of
the cotenants or fiduciaries and the person signing appears to be acting on
behalf of all the cotenants or fiduciaries; or

                    (6)  the acceptance of the vote, consent, waiver, proxy
appointment, or proxy appointment revocation is otherwise proper under
rules established by the Corporation that are not inconsistent with the
provisions of this Section 2.10.

               (c)  If shares of the Corporation are registered in the names of
two or more persons, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary is given
written notice to the contrary and furnished with a copy of the instrument
creating the relationship, their acts with respect to voting shall have the
following effect:

                    (1)  If only one votes, the act binds all;

                    (2)  if more than one vote, the act of the majority so
voting binds all;

                    (3)  if more than one vote, but the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionately; and

                    (4)  if the instrument so filed or the registration of the
shares shows that any tenancy is held in unequal interests, a majority or
even split for the purpose of this Section 2.10 shall be a majority or even
split in interest.

               (d)  The Corporation is entitled to reject a vote, consent,
waiver, proxy appointment, or proxy appointment revocation if the secretary
or other officer or agent authorized to tabulate votes, acting in good
faith, has reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the shareholder.

               (e)  The Corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment, or proxy appointment
revocation in good faith and in accordance with the standards of this
Section 2.10 are not liable in damages to the shareholder for the
consequences of the acceptance or rejection.

               (f)  Corporate action based on the acceptance or rejection of a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
under this Section 2.10 is valid unless a court of competent jurisdiction
determines otherwise. (16-10a-724)

               Section 2.11   Informal Action by Shareholders.

               (a)  Unless otherwise provided in the Articles of Incorporation,
any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if one
or more consents in writing, setting forth the action so taken, are signed
by the holders of outstanding shares having not less than the minimum
number of votes necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and voted.

               (b)  Unless written consents of all shareholders entitled to vote
have been obtained, the Corporation shall give notice of any shareholder
approval without a meeting at least ten days before the consummation of the
action authorized by the approval to:

                                     6


                    (1)  Those shareholders entitled to vote who have not
consented in writing; and

                    (2)  those shareholders not entitled to vote and to whom the
Utah Revised Business Corporation Act requires notice be given.

          Such notice shall contain or be accompanied by the same material that
would have been required if a formal meeting had been called to consider
the action.

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

               (d)  Action taken pursuant to this Section 2.11 is not effective
unless all written consents on which the Corporation relies for the taking
of action are received by the Corporation within a sixty-day period and are
not revoked.  Action thus taken is effective as of the date the last
written consent necessary to effect the action is received by the
Corporation, unless all the written consents necessary to effect the action
specify a later date as the effective date of 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.  The Corporation may receive the writing by electronically
transmitted facsimile or other form of communication providing the
Corporation with a complete copy thereof, including a copy of the
signature.

               (e)  Notwithstanding Subsection (a) of this Section 2.11,
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.

               (f)  Action taken under this Section 2.11 has the same effect as
action taken at a meeting of shareholders and may be so described in any
document.  (16-10a-704)

               Section 2.12   Voting for Directors.  At each election of
directors, unless otherwise provided in the Articles of Incorporation or
the Utah Revised Business Corporation Act, every shareholder entitled to
vote at the election has the right to vote, in person or by proxy, all of
the votes to which the shareholder's shares are entitled for as many
persons as there are directors to be elected and for whose election the
shareholder has the right to vote.

          Unless otherwise provided in the Articles of Incorporation or the Utah
Revised Business Corporation Act, directors are elected by at least a
majority of the votes cast by the shares entitled to be voted in the
election, at a meeting at which a quorum is present.  (16-10a-728)


                                     7


               Section 2.13   Shareholder's Rights to Inspect Corporate Records.

               (a)  Minutes and Accounting Records.  The Corporation shall keep
as permanent records minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by its shareholders or Board of
Directors without a meeting, a record of all actions taken on behalf of the
Corporation by a committee of the Board of Directors in place of the Board
of Directors, and a record of all waivers of notices of meetings of its
shareholders, meetings of the Board of Directors, or any meetings of
committees of the Board of Directors.  The Corporation shall maintain
appropriate accounting records. (16-10a-1601(1), (2))


               (b)  Absolute Inspection Rights of Records Required at Principal
Office.  If a shareholder gives the Corporation written notice of the
shareholder's demand at least five business days before the date on which
the shareholder wishes to inspect and copy, a shareholder (or the
shareholder's agent or attorney) has the right to inspect and copy, during
regular business hours, any of the following records, all of which the
Corporation is required to keep at its principal office:

                    (1)  The Corporation's Articles of Incorporation currently
in effect;
                    (2)  the Corporation's Bylaws currently in effect;
                    (3)  the minutes of all shareholders' meetings, and records
of all action taken by shareholders without a meeting, for the past three
years;
                    (4)  all written communications within the past three years
to shareholders as a group or to the holders of any class or series of
shares as a group;
                    (5)  a list of the names and business addresses of the
Corporation's current officers and directors;
                    (6)  the Corporation's most recent annual report delivered
to the Division of Corporations and Commercial Code; and
                    (7)  all financial statements prepared for periods ending
during the last three years that a shareholder could request pursuant to
Section 16-10a-1605 of the Utah Revised Business Corporation Act.  (16-10a-
1601(5) and 16-10a-1602(1))

               (c)  Conditional Inspection Right.  If a shareholder gives the
Corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which the shareholder wishes to
inspect and copy, the shareholder describes with reasonable particularity
the shareholder's purpose and the records the shareholder desires to
inspect, and the records are directly connected with the shareholder's
purpose, the shareholder (or the shareholder's agent or attorney) is
entitled to inspect and copy, during regular business hours at a reasonable
location specified by the Corporation, any of the following records of the
Corporation:

                                     8


                    (1)  Excerpts from:

                         (i)       Minutes of any meeting of the Board of
Directors, records of any action of a committee of the Board of Directors
while acting on behalf of the Corporation in place of the Board of
Directors;

                         (ii)      minutes of any meeting of the shareholders;

                         (iii)     records of action taken by the shareholders
without a meeting; and

                         (iv)      waivers of notices of any meeting of the
shareholders, of any meeting of the Board of Directors, or of any meeting
of a committee of the Board of Directors;

                    (2)       accounting records of the Corporation; and

                    (3)       the record of the Corporation's shareholders
referred to in Section 16-10a-1601(3) of the Utah Revised Business
Corporation Act.  (16-10a-1602(2))

               (d)  Copy Costs.  The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic,
or other means.  The Corporation may impose a reasonable charge, payable in
advance, covering the costs of labor and material, for copies of any
documents provided to a shareholder.  The charge may not exceed the
estimated cost of production or reproduction of the records.  (16-10a-1603)


               (e)  Shareholder Includes Beneficial Owner.  For purposes of this
Section 2.13, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust and any other beneficial owner who
establishes beneficial ownership.  (16-10a-1602(4)(b))


               Section 2.14   Furnishing Financial Statements to a Shareholder.
Upon the written request of any shareholder, the Corporation shall mail to
the shareholder its most recent annual or quarterly financial statements
showing in reasonable detail its assets and liabilities and the results of
its operations. (16-10a-1605)

               Section 2.15   Information Respecting Shares.  Upon the written
request of any shareholder, the Corporation, at its own expense, shall mail
to the shareholder information respecting the designations, preferences,
limitations, and relative rights applicable to each class of shares, the
variations determined for each series, and the authority of the Board of
Directors to determine variations for any existing or future class or
series.  The Corporation may comply by mailing the shareholder a copy of
its Articles of Incorporation containing such information. (16-10a-1606)

                                     9

                                 ARTICLE 3
                             BOARD OF DIRECTORS

               Section 3.1    General Powers.  All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under, the direction of the Board of Directors, subject
to any limitation set forth in the Articles of Incorporation or in any
agreement authorized by Section 16-10a-732 of the Utah Revised Business
Corporation Act. (16-10a-801)

               Section 3.2    Number, Tenure, and Qualifications of Directors.

               (a)  Number.  The number of directors of the Corporation shall be
not less than two (2) nor more than fifteen (15) except in the event that
there are less than three (3) shareholders of the Corporation entitled to
vote for the election of directors in which case the number of directors
may equal the number of such voting shareholders of the Corporation.
Within this range, the shareholders or the Board of Directors initially
shall fix the number of directors of the Corporation.  Thereafter, again
within this range, the number of directors of the Corporation may be
changed and re-established, from time to time, by the shareholders or the
Board of Directors of the Corporation. Alternatively, if the shareholders
of the Corporation elect a new Board of Directors of the Corporation and
the total number of directors elected are within the range set by this
Section 3.2 but are more or less than the number of directors of the
Corporation previously fixed by the shareholders or the Board of Directors
of the Corporation, then such number of directors shall be deemed to be the
fixed number of directors of the Corporation (until such time as the
shareholders or the Board of Directors of the Corporation change said
number of directors by the methods described herein) even though such
number has not been expressly fixed by resolution of the shareholders or
the Board of Directors of the Corporation.  Notwithstanding a change in the
number of directors of the Corporation implemented by any of the methods
described in this Section 3.2, no decrease in the number of directors of
the Corporation may shorten the term of any incumbent director.  (16-10a-
803)

               (b)  Tenure.  Each director shall hold office until the next
annual meeting of shareholders or until removed.  However, if a director's
term expires, the director shall continue to serve until the director's
successor shall have been elected and qualified, or until there is a
decrease in the number of directors.  (16-10a-805)

               (c)  Qualifications.  Directors need not be residents of the
State of Utah or shareholders of the Corporation unless the Articles of
Incorporation so prescribe.  (16-10a-802)

               Section 3.3    Regular Meetings of the Board of Directors.  The
Board of Directors may provide, by resolution, the time and place, either
within or outside the State of Utah, for the holding of regular meetings,
which shall be held without other notice than such resolution.

               Section 3.4    Special Meetings of the Board of Directors.
Special meetings of the Board of Directors may be called by or at the
request of one (1) of the directors, who may fix any place, either within
or outside the State of Utah, as the place for holding the meeting.

                                     10


               Section 3.5    Notice and Waiver of Notice of Special Director
Meetings.  Unless the Articles of Incorporation provide for a longer or
shorter period, special meetings of the Board of Directors must be preceded
by at least two days notice, either orally or in writing, of the date,
time, and place of the meeting.

          Notice of any meeting of the Board of Directors shall be deemed to be
effective at the earliest of:  (1) When received; (2) five days after it is
mailed; or (3) 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.

          A director may waive notice of any meeting.  Except as in this Section
3.5 provided, the waiver must be in writing and signed by the director
entitled to the notice.  The waiver shall be delivered to the Corporation
for filing with the corporate records, but delivery and filing are not
conditions to its effectiveness.

          The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except when a director attends a meeting for the
express purpose of objecting to the transaction of any business and at the
beginning of the meeting, or promptly upon arrival, the director objects to
holding the meeting or transacting business at the meeting because of lack
of notice or defective notice, and does not thereafter vote for or assent
to action taken at the meeting.

          A director who attends a special meeting to object to lack of notice
shall not be deemed to be present for quorum purposes.  (16-10a-822 and 16-
10a-823)

               Section 3.6    Director Quorum.  A MAJORITY of the number of
directors 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.

               Section 3.7    Manner of Acting.  A majority of the number of
directors prescribed by resolution (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.
The act of A 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.

          Unless the Articles of Incorporation provide otherwise, 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 simultaneously 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.

          A director who is present at a meeting of the Board of Directors when
corporate action is taken is considered to have assented to the action
taken, unless:

               (a)  The director objects at the beginning of the meeting, or
promptly upon arrival, to holding it or transacting business at the
meeting;

               (b)  the director contemporaneously requests his dissent or
abstention as to any specific action to be entered into the minutes of the
meeting; or
                                     11


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

          The right of dissent or abstention as to a specific action is not
available to a director who votes in favor of the action taken.  (16-10a-
824)

                    Section 3.8    Director Action Without a Meeting.  Unless
the Articles of Incorporation or the Utah Revised Business Corporation Act
provide otherwise, 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 the action in writing.  Action is taken by consents at
the time the last director signs a writing describing the action taken,
unless, prior to that time, any director has revoked a consent by a writing
signed by the director and received by the secretary.  Action taken by
consents is effective when the last director signs the consent, unless the
Board of Directors establishes a different effective date.  Action taken by
consents has the same effect as action taken at a meeting of directors and
may be described as such in any document.  (16-10a-821)

                    Section 3.9    Removal of Directors.  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 the director.  If cumulative voting
is in effect, a director may not be removed if the number of votes
sufficient to elect the director under cumulative voting is voted against
the director's removal.  If cumulative voting is not in effect, a director
may be removed only if the number of votes cast to remove the director
exceeds the number of votes cast not to remove the director.  (16-10a-808)


                    Section 3.10   Board of Director Vacancies.

                    (a)  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:

                         (1)  the shareholders may fill the vacancy;

                         (2)  the Board of Directors may fill the vacancy;

                         (3)  or 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.

                    (b)  Unless the Articles of Incorporation provide otherwise,
if the vacant office was held by a director elected by a voting group of
shareholders:

                         (1)  If one or more directors were elected by the same
voting group, only they are entitled to vote to fill the vacancy if it is
filled by the directors; and

                                     12




                         (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, because 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.

          If a director's term expires, the director shall continue to serve
until the director's successor is elected and qualified or until there is a
decrease in the number of directors.  The term of a director elected to
fill a vacancy expires at the next shareholders' meeting at which directors
are elected.  (16-10a-810 and 16-10a-805(5))

                    Section 3.11   Director Compensation.  Unless otherwise
provided in the Articles of Incorporation, by resolution of the Board of
Directors, each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated salary as
a 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 capacity and receiving compensation
therefor.

                    Section 3.12   Director Committees.

                    (a)  Creation of Committees.  Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create an
Executive Committee and such other committees as the Board of Directors
deems appropriate 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.

                    (b)  Selection of Members.  The creation of a committee and
appointment of members to it must be approved by the greater of:

                         (1)  A majority of all the directors in office when the
action is taken; or

                         (2)  the number of directors required by the Articles
of Incorporation to take such action, or if not specified in the Articles
of Incorporation, the number required by Section 3.7 of these Bylaws to
take action.

                    (c)  Required Procedures.  Sections 3.3 through 3.8 of these
Bylaws, which govern meetings, action without a meeting, notice, waiver of
notice, and quorum and voting requirements of the Board of Directors, apply
to committees and their members as well.

                    (d)  Authority.  Unless limited by the Articles of
Incorporation, each committee may exercise those aspects of the authority
of the Board of Directors which the Board of Directors confers upon such
committee in the resolution creating the committee.  (16-10a-825)

                    (e)  Authority of Executive Committee.  The Executive
Committee shall have, and may exercise all powers of the Board of Directors
with respect to the management of the business and affairs of the
Corporation during the intervals between the meetings of the Board of
Directors, unless otherwise limited by the Board of Directors.  Provided,
however, the Executive Committee shall not have the power to fill vacancies
on the Board of Directors or to amend these Bylaws.

                                     13


                    Section 3.13   Director's Rights to Inspect Corporate
Records.

                    (a)  Absolute Inspection Rights of Records Required at
Principal Office.  If a director gives the Corporation written notice of
the director's demand at least five business days before the date on which
the director wishes to inspect and copy, the director (or the director's
agent or attorney) has the right to inspect and copy, during regular
business hours, any of the following records, all of which the Corporation
is required to keep at its principal office:

                         (1)  The Corporation's Articles of Incorporation
currently in effect;

                         (2)  the Corporation's Bylaws currently in effect;

                         (3)  the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting, for the past
three years;

                         (4)  all written communications within the past three
years to shareholders as a group or to the holders of any class or series
of shares as a group;

                         (5)  a list of the names and business addresses of the
Corporation's current officers and directors;

                         (6)  the Corporation's most recent annual report
delivered to the Division of Corporations and Commercial Code; and

                         (7)  all financial statements prepared for periods
ending during the last three years that a shareholder could request. (16-
10a-1601(5) and 16-10a-1602(1))

                    (b)  Conditional Inspection Right.  In addition, if a
director gives the Corporation a written demand made in good faith and for
a proper purpose at least five business days before the date on which the
director wishes to inspect and copy, the director describes with reasonable
particularity the director's purpose and the records the director desires
to inspect, and the records are directly connected with the director's
purpose, the director (or the director's agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the Corporation, any of the following records of the
Corporation:
                         (1)  Excerpts from:

                         (i)  Minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while acting
on behalf of the Corporation in place of the Board of Directors;

                         (ii) minutes of any meeting of the shareholders;

                         (iii)records of action taken by the shareholders
without a meeting; and

                         (iv) waivers of notices of any meeting of the
shareholders, of any meeting of the Board of Directors, or of any meeting
of a committee of the Board of Directors;

                         (2)  accounting records of the Corporation; and

                                     14


                         (3)  the record of the Corporation's shareholders
referred to in Section 16-10a-1601(3) of the Utah Revised Business
Corporation Act.  (16-10a-1602(2))

                    (c)  Copy Costs.  The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic,
or other means.  The Corporation may impose a reasonable charge, payable in
advance, covering the costs of labor and material, for copies of any
documents provided to the director.  The charge may not exceed the
estimated cost of production or reproduction of the records.  (16-10a-1603)

                    Section 3.14   General Standards of Conduct for Directors.
The standards of conduct for the directors of the Corporation shall be as
follows:

                    (a)  Each director shall discharge his or her duties as a
director, including duties as a member of a committee, (i) in good faith,
(ii) with the care an ordinarily prudent person in a like position would
exercise under similar circumstances, and (iii) in a manner the director
reasonably believes to be in the best interests of the Corporation.  The
Board of Directors and shareholders of the Corporation understand that the
members of the Board of Directors may have other business interests,
activities and responsibilities that take a substantial portion of their
time and attention.  Accordingly, the members of the Board of Directors are
required to devote to the business of the Corporation in fulfillment of
their respective responsibilities as a director of the Corporation only the
time and attention that they shall unilaterally deem necessary in order to
fulfill their responsibilities as a director.

                    (b)  In discharging his or her duties, a director is
entitled to rely on information, opinions, reports, or statements including
financial statements and other financial data, if prepared or presented by:

                         (1)  one or more officers or employees of the
Corporation whom the director reasonably believes to be reliable and
competent in the matters presented;

                         (2)  legal counsel, public accountants, or other
persons as to matters the director reasonably believes are within the
person's professional or expert competence; or

                         (3)  a committee of the board of directors of which the
director is not a member, if the director reasonably believes the committee
merits confidence.

                    (c)  A director is not acting in good faith if he or she has
knowledge concerning the matter in question that makes reliance otherwise
permitted by paragraph (b) of this Section 3.15 unwarranted.

                    (d)  A director is not liable for any action taken, or any
failure to take any action as a director, if the duties of the director
have been performed in compliance with this Section 3.14.  (16-10a-840)

                    (e)  The standards of conduct set forth in this Section
3.14, or any breach of such standards, shall not affect the right or power
of the Corporation to indemnify any individual pursuant to Article 5 of
these Bylaws.  (16-10a-840)

                                     15


                                 ARTICLE 4
                                  OFFICERS

                    Section 4.1    Number of Officers.  The officers of the
Corporation shall be a president, a secretary, and a treasurer, each of
whom shall be appointed by the Board of Directors.  Such other officers and
assistant officers as may be deemed necessary, including any chairman of
the board, chief executive officer and any vice presidents, may 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.  (16-10a-830)

                    Section 4.2    Appointment and Term of Office.  The officers
of the Corporation shall be appointed by the Board of Directors for such
term as is determined by the Board of Directors.  The designation of a
specified term does not grant to the officer any contract rights, and the
Board of Directors can remove the officer at any time prior to the end of
such term.  If no term is specified, each officer shall hold office until
the officer resigns, dies, or until removed in the manner provided in
Section 4.3 of these Bylaws.  (16-10a-832 and 16-10a-833)

                    Section 4.3    Removal of Officers.  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.  (16-10a-832)

                    Section 4.4    Chairman of the Board.  The chairman of the
board, if any, shall have the following powers and duties:

                    (a)  To be the senior officer of the Corporation and, in
addition to the duties specified in this Section 4.4, to perform such
duties as may be assigned to him by the Board of Directors;

                    (b)  to preside at all meetings of the shareholders of the
Corporation;

                    (c)  to preside at all meetings of the Board of Directors;


                    (d)  to be a member of the Executive Committee, if any.
(16-10a-831)

                    Section 4.5    Chief Executive Officer.  The chief executive
officer, if there be such an officer, shall possess all of the powers that
the Board of Directors may see fit to delegate to the chief executive
officer and he or she shall perform all of the duties that may be
prescribed by the Board of Directors from time to time.  (16-10a-831)


                                     16


                    Section 4.6    President.  The president shall be the
principal executive officer of the Corporation and, subject to the control
of the Board of Directors, shall, in general, supervise and control all of
the business and affairs of the Corporation.  The president shall when
present and in the absence of the chairman of the board of the Corporation
preside at all meetings of the shareholders and of the Board of Directors.
The president may sign, with the secretary or any other proper officer of
the Corporation authorized by the Board of Directors, certificates for
shares of the Corporation, the issuance of which shall have been authorized
by a resolution of the Board of Directors, 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; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time. The president shall
be a member of the Executive Committee, if any, of the Corporation.  (16-
10a-831)

                    Section 4.7    Vice Presidents.  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 be 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.  If there is no vice president, then the treasurer
shall perform such duties of the president.  Any vice president may sign,
with the secretary or an assistant secretary, certificates for shares of
the Corporation the issuance of which have been authorized by resolution of
the Board of Directors; and shall perform such other duties as from time to
time may be assigned to him or her by the president or by the Board of
Directors.  (16-10a-831)

                    Section 4.8    Secretary.  The secretary shall:

                    (a)  Keep the minutes of the proceedings of the shareholders
and of the Board of Directors and the other records and information of the
Corporation required to be kept, in one or more books provided for that
purpose;

                    (b)  see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;

                    (c)  be custodian of the corporate records and of any seal
of the Corporation;

                    (d)  when requested or required, authenticate any records of
the Corporation;

                    (e)  keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder;
sign with the chairman of the board, president, or a vice-president,
certificates for shares of the Corporation, the issuance of which shall
have been authorized by resolution of the Board of Directors;


                                     17


                    (f)  have general charge of the stock transfer books of the
Corporation; and

                    (g)  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
or her by the president or by the Board of Directors.  (16-10a-830 and 16-
10a-831)

               Section 4.9    Treasurer.  The treasurer shall:

               (a)  Have charge and custody of and be responsible for all funds
and securities of the Corporation;

               (b)  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

               (c)  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 to
him or her by the president or by the Board of Directors.  (16-10a-831)

If required by the Board of Directors, the treasurer 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.

                    Section 4.10   Assistant Secretaries and Assistant
Treasurers.  The assistant secretaries if any are appointed, when
authorized by the Board of Directors, may sign, with the chairman of the
board, president or a vice president, certificates for shares of the
Corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors.  The assistant treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge
of their duties in such sums and with such sureties as the Board of
Directors shall determine.  The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to
them by the secretary or the treasurer, respectively, or by the president
or the Board of Directors.  (16-10a-831)

                    Section 4.11   Salaries.  The salaries of the officers shall
be fixed from time to time by the Board of Directors.

                    Section 4.12   General Standards of Conduct for Officers.
The standards of conduct for the officers of the Corporation shall be as
follows:

                    (a)  Each officer with discretionary authority shall
discharge his or her duties under that authority (i) in good faith, (ii)
with the care an ordinarily prudent person in a like position would
exercise under similar circumstances, and (iii) in a manner the officer
reasonably believes to be in the best interests of the Corporation.

                    (b)  In discharging his or her duties, an officer is
entitled to rely on information, opinions, reports, or statements including
financial statements and other financial data, if prepared or presented by:

                         (1)  one or more officers or employees of the
Corporation whom the officer reasonably believes to be reliable and
competent in the matters presented; or

                                     18


                         (2)  legal counsel, public accountants, or other
persons as to matters the officer reasonably believes are within the
person's professional or expert competence.

                    (c)  An officer is not acting in good faith if he or she has
knowledge concerning the matter in question that makes reliance otherwise
permitted by paragraph (b) of this Section 4.12 unwarranted.

                    (d)  An officer is not liable for any action taken, or any
failure to take any action as an officer if the duties of the office have
been performed in compliance with this Section 4.12.  (16-10a-840)

                    (e)  The standards of conduct set forth in this Section
4.12, or any breach of such standards, shall not affect the right or power
of the Corporation to indemnify any individual pursuant to Article 6 of
these Bylaws.  (16-10a-840)

                                 ARTICLE 5
               LIMITATION OF LIABILITY AND INDEMNIFICATION OF
          DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS

                    Section 5.1    Limitation of Liability of Directors and
Officers.  The personal liability of the directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.  (16-10a-841(1))

                    Section 5.2    Indemnification of Directors and Officers.
Unless otherwise provided in the Articles of Incorporation, the Corporation
shall indemnify any individual made a party to a proceeding because the
individual is or was a director or officer of the Corporation against
liability incurred in such proceeding to the fullest extent as from time to
time permitted by Utah law.  (16-10a-902, 907)

                    Section 5.3    Effect of Repeal or Modification of Article
5.  Any repeal or modification of this Article 5 by the shareholders of the
Corporation shall not adversely affect any right or protection of any
person existing at the time of such repeal or modification.

                    Section 5.4    Insurance.  The Corporation may purchase and
maintain liability insurance on behalf of a person who is or was a
director, officer, employee, fiduciary, or agent of the Corporation, or
who, while serving as a director, officer, employee, fiduciary, or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of
another foreign or domestic corporation or other person, or of an employee
benefit plan, against liability asserted against or incurred by him or her
in that capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the Corporation would have
power to indemnify him or her against the same liability under Sections 16-
10a-902, 16-10a-903, or 16-10a-907 of the Utah Revised Business Corporation
Act.  Insurance may be procured from any insurance company designated by
the Board of Directors, whether the insurance company is formed under the
laws of the State of Utah or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the Corporation has an
equity or any other interest through stock ownership or otherwise.  (16-
10a-908)

                                     19



                                 ARTICLE 6
                 CERTIFICATES FOR SHARES AND THEIR TRANSFER

                    Section 6.1    Certificates for Shares.

                    (a)  Content.  Certificates representing shares of the
Corporation shall, at a minimum, state on their face the name of the
Corporation and that the Corporation is organized 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; and be in such form as is determined by the Board of Directors.
Such certificates shall be signed by the chairman of board, president or a
vice president and by the secretary or an assistant secretary and may be
sealed with the corporate seal or a facsimile thereof.  The signatures of
the officers may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.  Each certificate for shares
shall be consecutively numbered or otherwise identified.  The certificates
may contain any other information the Corporation considers necessary or
appropriate. (16-10a-625)

                    (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, preferences, limitations, and relative rights
applicable to each class, the variations in preferences, limitations, and
relative rights determined for each series, and the authority of the Board
of Directors to determine variations for any existing or future class or
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.  (16-10a-625)

                    (c)  Shareholder List.  The name and address of the person
to whom the shares represented 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 canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall
have been surrendered and canceled, 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.

                    Section 6.2    Shares Without Certificates.

                    (a)  Issuing Shares Without Certificates.  Unless the
Articles of Incorporation provide otherwise, the Board of Directors may
authorize the issuance of some or all of the shares of any or all classes
or series without certificates.  The authorization does not affect shares
already represented by certificates until they are surrendered to the
Corporation.

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                    (b)  Information Statement Required.  Within a reasonable
time after the issuance or transfer of shares without certificates, the
Corporation shall send the shareholder a written statement containing, at a
minimum, the name of the Corporation and that it is organized 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, of
the issued shares.  If the Corporation is authorized to issue different
classes of shares or different series within a class, the written statement
shall describe the designations, preferences, limitations, and relative
rights applicable to each class, the variations in preferences,
limitations, and relative rights determined for each series, and the
authority of the Board of Directors to determine variations for any
existing or future class or series.  (16-10a-626)

                    Section 6.3    Registration of 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 on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes.

              Section 6.4    Restrictions on Transfer of Shares Permitted.
The Board of Directors or the shareholders may impose restrictions on the
transfer or registration of transfer of shares (including any security
convertible into, or carrying a right to subscribe for or acquire shares).
A restriction does not affect shares issued before the restriction was
adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor of the registration or otherwise consented to
the restriction.

               (a)  A restriction on the transfer or registration of transfer of
shares may be authorized:

                    (1)  To maintain the Corporation's status when it is
dependent on the number or identity of its shareholders;

                    (2)  to preserve entitlements, benefits, or exemptions under
federal, state, or local laws; and

                    (3)  for any other reasonable purpose.

               (b)  A restriction on the transfer or registration of transfer of
shares may:

                    (1)  Obligate the shareholder first to offer the Corporation
or other persons, separately, consecutively, or simultaneously, an
opportunity to acquire the restricted shares;

                    (2)  obligate the Corporation or other persons, separately,
consecutively, or simultaneously, to acquire the restricted shares;

                    (3)  require, as a condition to a transfer or registration,
that any one or more persons, including the Corporation or any of its
shareholders, approve the transfer or registration, if the requirement is
not manifestly unreasonable; or


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                    (4)  prohibit the transfer or the registration of a transfer
of the restricted shares to designated persons or classes of persons, if
the prohibition is not manifestly unreasonable.

          A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if
the restriction is authorized by this Section 6.4 and its existence is
noted conspicuously on the front or back of the certificate, or if the
restriction is contained in the information statement required by Section
6.2 of these Bylaws with regard to shares issued without certificates.
Unless so noted, a restriction is not enforceable against a person without
knowledge of the restriction.  (16-10a-627)

                    Section 6.5    Acquisition of Shares.  The Corporation may
acquire its own shares, and, unless otherwise provided in the Articles of
Incorporation, the shares so acquired constitute authorized but unissued
shares.

          If the Articles of Incorporation prohibit the reissuance of acquired
shares, the number of authorized shares shall be reduced by the number of
shares acquired, effective upon amendment of the Articles of Incorporation,
which amendment shall be adopted by the shareholders or the Board of
Directors without shareholder action.  Appropriate Articles of Amendment
must be delivered to the Division of Corporations and Commercial Code and
must set forth:

               (a)  The name of the Corporation;

               (b)  the reduction in the number of authorized shares, itemized
by class and series;

               (c)  the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares; and

               (d)  a statement that the amendment was adopted by the Board of
Directors without shareholder action and that shareholder action was not
required if such be the case.  (16-10a-631)

                                 ARTICLE 7
                               DISTRIBUTIONS
                    Section 7.1    Distributions.  The Board of Directors may
authorize, and the Corporation may make, distributions (including dividends
on its outstanding shares) in the manner and upon the terms and conditions
provided by law and in the Articles of Incorporation.

                                 ARTICLE 8
                               CORPORATE SEAL

                    Section 8.1    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, Utah as the
state of incorporation, and the words "Corporate Seal."


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                                 ARTICLE 9
                                FISCAL YEAR
                    Section 9.1    Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.

                                 ARTICLE 10
                                 AMENDMENTS

                    Section 10.1   Amendments.  The Corporation's Board of
Directors may amend these Bylaws, except to the extent that the Articles of
Incorporation, these Bylaws, or the Utah Revised Business Corporation Act
reserve this power exclusively to the shareholders in whole or in part.
However, the Board of Directors may not adopt, amend, or repeal a Bylaw
that fixes a shareholder quorum or voting requirement that is greater than
required by the Utah Revised Business Corporation Act.

          If authorized by the Articles of Incorporation, the shareholders may
adopt, amend, or repeal a Bylaw that fixes a greater quorum or voting
requirement for shareholders, or voting groups of shareholders, than is
required by the Utah Revised Business Corporation Act.  Any such action
shall comply with the provisions of the Utah Revised Business Corporation
Act.

          The Corporation's shareholders may amend or repeal the Corporation's
Bylaws even though the Bylaws may also be amended or repealed by the
Corporation's Board of Directors.  (16-10a-1020 to 16-10a-1022)


ADOPTED as of the 5th day of May, 2002.
_________________________________________________
Doug Cole, Secretary










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