Exhibit 3.3

                                Amended Bylaws of
                The Murdock Group Career Satisfaction Corporation



                                Article I. Office
The Board of Directors  shall  designate and the  Corporation  shall  maintain a
principal  office.  The location of the  principal  office may be changed by the
Board of Directors.  The  Corporation may also have offices in such other places
as the  Board may from  time to time  designate.  The  location  of the  initial
principal office of the Corporation shall be designated by resolution.

                        Article II. Shareholders Meetings

1. Annual Meetings

The annual meeting of the shareholders of the Corporation  shall be held at such
place  within or without  the State of Utah as shall be set forth in  compliance
with these  Bylaws.  The meeting shall be held on the last Friday of May of each
year. If such day is a legal holiday,  the meeting shall be on the next business
day. This meeting shall be for the election of Directors and for the transaction
of such other business as may properly come before it.

2. Special Meetings

Special meetings of shareholders,  other than those regulated by statute, may be
called by the  President  upon written  request of the holders of 50% or more of
the outstanding shares entitled to vote at such special meeting.  Written notice
of such meeting stating the place, the date and hour of the meeting, the purpose
or  purposes  for which it is  called,  and the name of the person by whom or at
whose direction the meeting is called shall be given.

3. Notice of Shareholders Meetings

The Secretary shall give written notice stating the place,  day, and hour of the
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called,  which shall be delivered  not less than ten or more than
fifty days before the date of the meeting,  either personally or by mail to each
shareholder 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  shareholder  at his address as it appears on the books of the
Corporation,  with postage  thereon  prepaid.  Attendance  at the meeting  shall
constitute a waiver of notice thereof.

4. Place of Meeting

The Board of Directors  may  designate  any place,  either within or without the
State of Utah, as the place of meeting for any annual meeting or for any special
meeting  called by the  Board of  Directors.  A waiver  of notice  signed by all
shareholders  entitled  to vote at a meeting  may  designate  any place,  either
within or  without  the State of Utah,  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 principal office of the Corporation.

5. Record Date

The Board of Directors may fix a date not less than ten nor more than fifty days
prior  to any  meeting  as the  record  date  for  the  purpose  of  determining
shareholders  entitled  to  notice  of and  to  vote  at  such  meetings  of the
shareholders.  The transfer  books may be closed by the Board of Directors for a
stated  period  not  to  exceed  fifty  days  for  the  purpose  of  determining
shareholders  entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose.

6. Quorum

A  majority  of the  outstanding  shares of the  Corporation  entitled  to vote,
represented  in person or by proxy,  shall  constitute  a quorum at a meeting of
shareholders.  If less than a majority of the outstanding shares are represented
at a meeting,  a majority of the shares so  represented  may adjourn the meeting
from time to time without  further  notice.  At a meeting resumed after any such
adjournment at which a quorum shall be present or represented,  any business may
be  transacted  which might have been  transacted  at the meeting as  originally
noticed.

7. Voting

A holder of an  outstanding  share,  entitled to vote at a meeting,  may vote at
such meeting in person or by proxy.  Except as may  otherwise be provided in the
Articles of  Incorporation,  every shareholder shall be entitled to one vote for
each share standing in his name on the record of shareholders.  Except as herein
or in the Articles of  Incorporation  otherwise  provided,  all corporate action
shall be determined by a majority of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote thereon.

8. Proxies

At all meetings of  shareholders,  a shareholder  may vote in person or by proxy
executed in writing by the  shareholder  or by his duly  authorized  attorney in
fact. Such proxy shall be filed with the Secretary of 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.

9. Informal Action by Shareholders

Any action required to be taken at a meeting of the  shareholders,  may be taken
without a meeting if a consent in  writing,  setting  forth the action so taken,
shall be signed by a majority of the shareholders  entitled to vote with respect
to the subject matter thereof.

                         Article III. Board Of Directors

1. General Powers

The  business  and affairs of the  Corporation  shall be managed by its Board of
Directors.  The Board of Directors may adopt such rules and  regulations for the
conduct  of  their  meetings  and  the  management  of the  Corporation  as they
appropriate under the circumstances.
The Board shall have authority to authorize changes in the Corporation's capital
structure.

2. Number, Tenure and Qualification.

The number of Directors  of the  Corporation  shall be a number  between one and
nine, as the Directors may by resolution  determine  from time to time.  Each of
the Directors  shall hold office until the next annual  meeting of  shareholders
and until his successor shall have been elected and qualified.

3. Regular Meetings

A regular  meeting of the Board of Directors  shall be held without other notice
than by this  Bylaw,  immediately  following  after and at the same place as the
annual  meeting  of  shareholders.  The  Board  of  Directors  may  provide,  by
resolution,  the time and place for the holding of additional  regular  meetings
without other notice than this resolution.

4. Special Meetings

Special  meetings  of the  Board  of  Directors  may be  called  by order of the
Chairman of the Board or the President.  The Secretary  shall give notice of the
time,  place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone or telegraphing the same at
least one day before the meeting to each Director.

5. Quorum

A majority of the members of the Board of  Directors  shall  constitute a quorum
for the transaction of business,  but less than a quorum may adjourn any meeting
from time to time until a quorum shall be present,  whereupon the meeting may be
held,  as  adjourned,  without  further  notice.  At any  meeting at which every
Director shall be present,  even though without any formal notice,  any business
may be transacted.


6. Manner of Acting

At all meetings of the Board of Directors,  each  Director  shall have one vote.
The act of a majority of Directors  present at a meeting shall be the act of the
full Board of Directors, provided that a quorum is present.

7. Vacancies

A  vacancy  in the  Board of  Directors  shall be deemed to exist in the case of
death,  resignation,  or removal of any Director, or if the authorized number of
Directors  be  increased,  or if the  shareholders  fail at any  meeting  of the
shareholders  at  which  any  Director  is to be  elected,  to  elect  the  full
authorized number to be elected at that meeting.

8. Removals

Directors  may be  removed at any time by a vote of the  shareholders  holding a
majority of the shares  outstanding  and entitled to vote. Such vacancy shall be
filled by the  Directors  then in  office,  though  less than a quorum,  to hold
office until the next annual  meeting or until his successor is duly elected and
qualified,  except  that  any  directorship  to be  filled  by  election  by the
shareholders  at the meeting at which the  Director is removed.  No reduction of
the  authorized  number of  Directors  shall  have the  effect of  removing  any
Director prior to the expiration of his term of office.

9. Resignation

A Director may resign at any time by delivering written  notification thereof to
the  President  or  Secretary  of  the  Corporation.  Resignation  shall  become
effective upon its acceptance by the Board of Directors; provided, however, that
if the Board of Directors has not acted thereon within ten days from the date of
its delivery, the resignation shall upon the tenth day be deemed accepted.

10. 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 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  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.

11. Compensation

By  resolution  of the  Board of  Directors,  the  Directors  may be paid  their
expenses,  if any, of  attendance at each meeting of the Board of Directors or a
stated  salary as Director.  No such payment  shall  preclude any Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

12. Emergency Power

When,  due to a national  disaster  or death,  a majority of the  Directors  are
incapacitated  or  otherwise  unable to attend  the  meetings  and  function  as
Directors,  the remaining  members of the Board of Directors  shall have all the
powers  necessary to function as a complete Board,  and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as all
Directors can attend or vacancies can be filled pursuant to these Bylaws.

13. Chairman

The Board of  Directors  may elect from its own number a Chairman  of the Board,
who shall preside at all meetings of the Board of  Directors,  and shall perform
such  other  duties  as may be  prescribed  from  time to time by the  Board  of
Directors.  The Chairman may by  appointment  fill any vacancies on the Board of
Directors.

                              Article IV. Officers

1. Number

The  Officers  of  the  Corporation  shall  be a  President,  one or  more  Vice
Presidents,  and a  Secretary  Treasurer,  each of whom  shall be  elected  by a
majority of the Board of Directors.  Such other Officers and assistant  Officers
as may  be  deemed  necessary  may be  elected  or  appointed  by the  Board  of
Directors. In its discretion,  the Board of Directors may leave unfilled for any
such  period as it may  determine  any  office  except  those of  President  and
Secretary.  Any two or more offices may be held by the same  person,  except the
offices of  President  and  Secretary.  Officers  may or may not be Directors or
shareholders of the Corporation.

2. Election and Term of Office

The Officers of the Corporation to be elected by the Board of Directors shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
Officers shall not be held at such meeting,  such election shall be held as soon
thereafter  as  convenient.  Each Officer  shall hold office until his successor
shall  have been duly  elected  and shall have  qualified  or until his death or
until he shall  resign or shall  have been  removed  in the  manner  hereinafter
provided.

3. Resignations

Any Officer may resign at any time by delivering a written resignation either to
the President or to the Secretary.  Unless  otherwise  specified  therein,  such
resignation shall take effect upon delivery.

4. Removal

Any  Officer or agent may be removed by the Board of  Directors  whenever in its
judgment the best interests of the Corporation will be served thereby,  but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or  appointment of an Officer or agent shall not of itself
create  contract  rights.  Any such removal shall require a majority vote of the
Board  of  Directors,  exclusive  of the  Officer  in  question  if he is also a
Director.

5. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, or if a new office shall be created, may be filled by the Board of
Directors for the unexpired portion of the term.

6. President

The President  shall be the chief  executive and  administrative  Officer of the
Corporation.  He shall preside at all meetings of the  stockholders  and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors.  He
shall exercise such duties as customarily pertain to the office of President and
shall have  general and active  supervision  over the  property,  business,  and
affairs of the Corporation and over its several  Officers,  agents, or employees
other than those appointed by the Board of Directors.  He may sign,  execute and
deliver in the name of the Corporation powers of attorney,  contracts, bonds and
other obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.

7. Vice President

The Vice  President  shall have such  powers and  perform  such duties as may be
assigned to him by the Board of  Directors or the  President.  In the absence or
disability of the President,  the Vice President  designated by the Board or the
President  shall perform the duties and exercise the powers of the President.  A
Vice President may sign and execute contracts and other  obligations  pertaining
to the regular course of his duties.

8. Secretary

The Secretary shall keep the minutes of all meetings of the  stockholders and of
the Board of Directors  and, to the extent  ordered by the Board of Directors or
the President, the minutes of meetings of all committees.  He shall cause notice
to be given of meetings of stockholders,  of the Board of Directors,  and of any
committee  appointed by the Board.  He shall have custody of the corporate  seal
and general charge of the records,  documents and papers of the  Corporation not
pertaining  to the  performance  of the duties vested in other  Officers,  which
shall at all reasonable  times be open to the  examination of any Directors.  He
may sign or execute  contracts with the President or a Vice President  thereunto
authorized in the name of the  Corporation and affix the seal of the Corporation
thereto.  He shall perform such other duties as may be  prescribed  from time to
time by the Board of Directors or by the Bylaws.

9. Treasurer

The Treasurer shall have general  custody of the collection and  disbursement of
funds of the  Corporation.  He shall  endorse on behalf of the  Corporation  for
collection checks,  notes and other  obligations,  and shall deposit the same to
the credit of the Corporation in such bank or banks or depositories as the Board
of  Directors  may  designate.  He may sign,  with the  President  or such other
persons as may be  designated  for the  purpose of the Board of  Directors,  all
bills of  exchange or  promissory  notes of the  Corporation.  He shall enter or
cause to be entered  regularly in the books of the Corporation full and accurate
account of all monies  received  and paid by him on account of the  Corporation;
shall at all reasonable  times exhibit his books and accounts to any Director of
the  Corporation  upon  application  at the  office  of the  Corporation  during
business  hours;  and,  whenever  required  by the  Board  of  Directors  or the
President, shall render a statement of his accounts. He shall perform such other
duties as may be  prescribed  from time to time by the Board of  Directors or by
the Bylaws.

10. Other Officers

Other  Officers  shall  perform such duties and shall have such powers as may be
assigned to them by the Board of Directors.

11. Salaries

The salaries or other  compensation of the Officers of the Corporation  shall be
fixed  from time to time by the  Board of  Directors,  except  that the Board of
Directors  may  delegate  to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers or agents. No Officer
shall be prevented from receiving any such salary or  compensation  by reason of
the fact that he is also a Director of the Corporation.

12. Surety Bonds

In case the Board of  Directors  shall so  require,  any Officer or agent of the
Corporation  shall execute to the  Corporation a bond in such sums and with such
surety or sureties as the Board of Directors  may direct,  conditioned  upon the
faithful performance of his duties to the Corporation,  including responsibility
for negligence and for the accounting for all property,  monies or securities of
the Corporation which may come into his hands.

                Article V. Contracts, Loans, Checks And Deposits

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.

2. Loans

No loan or  advance  shall  be  contracted  on  behalf  of the  Corporation,  no
negotiable  paper or other evidence of its obligation  under any loan or advance
shall be  issued  in its  name,  and no  property  of the  Corporation  shall be
mortgaged,  pledged,  hypothecated or transferred as security for the payment of
any loan,  advance,  indebtedness  or  liability of the  Corporation  unless and
except as authorized by the Board of Directors.  Any such  authorization  may be
general or confined to specific instances.

3. 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,  or as may be selected by an
Officer  or  agent  of  the  Corporation  authorized  to do so by the  Board  of
Directors.

4. Checks and Drafts

All  notes,  drafts,   acceptances,   checks,   endorsements  and  evidences  of
indebtedness of the  Corporation  shall be signed by such Officer or Officers or
such  agent or  agents  of the  Corporation  and in such  manner as the Board of
Directors  from time to time may  determine.  Endorsements  for  deposits to the
credit of the  Corporation in any of its duly authorized  depositories  shall be
made in such manner as the Board of Directors may from time to time determine.

5. Bonds and Debentures

Every bond or  debenture  issued by the  Corporation  shall be  evidenced  by an
appropriate  instrument which shall be signed by the President or Vice President
and by the  Treasurer  or by the  Secretary,  and  sealed  with  the seal of the
Corporation. The seal may be facsimile,  engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an authorized Officer of
the  Corporation or other trustee  designated by the indenture of trust or other
agreement  under which such  security  is issued,  the  signature  of any of the
Corporation's  Officers named thereon may be facsimile.  In case any Officer who
signed,  or  whose  facsimile  signature  has  been  used  on any  such  bond or
debenture, shall cease to be an Officer of the Corporation for any reason before
the same has been  delivered  by the  Corporation,  such bond or  debenture  may
nevertheless  be adopted by the  Corporation  and issued and delivered as though
the person who signed it or whose facsimile  signature has been used thereon had
not ceased to be such Officer.

                            Article VI. Capital Stock

1. Certificate of Share

The shares of the Corporation  shall be represented by certificates  prepared by
the Board of  Directors  and signed by the  President.  The  signatures  of such
Officers  upon  a  certificate   may  be  facsimiles  if  the   certificate   is
countersigned  by a transfer  agent or registered by a registrar  other than the
Corporation itself or one of its employees. All certificates for shares shall be
consecutively  numbered  or  otherwise  identified.  The name and address of the
person to whom the shares  represented  thereby are  issued,  with the number of
shares and date of issue,  shall be entered on the stock  transfer  books of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be 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.

2. Transfer of Shares

Transfer of shares of the  Corporation  shall be made only on the stock transfer
books of the  Corporation  by the  holder  of  record  thereof  or by his  legal
representative,  who shall furnish proper evidence of authority to transfer,  or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed with the Secretary of the  Corporation,  and on surrender for cancellation
of the certificate for such shares. 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.

3. Transfer Agent and Registrar

The Board of Directors  of shall have the power to appoint one or more  transfer
agents and registrars for the transfer and registration of certificates of stock
of any class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.

4. Lost or Destroyed Certificates

The  Corporation  may  issue  a  new  certificate  to  replace  any  certificate
theretofore  issued by it alleged to have been lost or  destroyed.  The Board of
Directors   may  require  the  owner  of  such  a   certificate   or  his  legal
representative to give the Corporation a bond in such sum and with such sureties
as the Board of Directors  may direct to indemnify the  Corporation  as transfer
agents and registrars, if any, against claims that may be made on account of the
issuance  of such new  certificates.  A new  certificate  may be issued  without
requiring any bond.

5. Consideration for Shares

The capital stock of the Corporation  shall be issued for such  consideration as
shall be fixed from time to time by the Board of  Directors.  In the  absence of
fraud,  the  determination  of the  Board of  Directors  as to the  value of any
property or  services  received  in full or partial  payment of shares  shall be
conclusive.

6. Registered Shareholders

The Corporation  shall be entitled to treat the holder of record of any share or
shares  of stock as the  holder  thereof,  in fact,  and  shall  not be bound to
recognize  any equitable or other claim to or on behalf of this  Corporation  to
any and all of the rights and powers  incident to the ownership of such stock at
any such  meeting,  and shall have power and  authority  to execute  and deliver
proxies  and  consents  on behalf of this  Corporation  in  connection  with the
exercise by this  Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.

                          Article VII. Indemnification
No Officer or Director  shall be personally  liable for any  obligations  of the
Corporation or for any duties or obligations  arising out of any acts or conduct
of said Officer or Director  performed for or on behalf of the Corporation.  The
Corporation  shall and does hereby  indemnify  and hold harmless each person and
his heirs and administrators who shall serve at any time hereafter as a Director
or Officer of the Corporation from and against any and all claims, judgments and
liabilities  to which such persons shall become  subject by reason of his having
heretofore  or hereafter  been a Director or Officer of the  Corporation,  or by
reason of any action alleged to have heretofore or hereafter taken or omitted to
have been taken by him as such  Director or Officer,  and shall  reimburse  each
such  person  for all legal and other  expenses  reasonably  incurred  by him in
connection  with any such claim or  liability,  including  power to defend  such
persons  from all suits or claims as provided  for under the  provisions  of the
Utah Business Corporation Act; provided,  however, that no such persons shall be
indemnified  against,  or be reimbursed for, any expense  incurred in connection
with  any  claim or  liability  arising  out of his own  negligence  or  willful
misconduct.  The rights accruing to any person under the foregoing provisions of
this  section  shall not  exclude  any other  right to which he may  lawfully be
entitled,  nor  shall  anything  herein  contained  restrict  the  right  of the
Corporation  to  indemnify or  reimburse  such person in any proper  case,  even
though not  specifically  herein provided for. The  Corporation,  its Directors,
Officers,  employees and agents shall be fully protected in taking any action or
making any  payment,  or in  refusing  so to do in  reliance  upon the advice of
counsel.

                              Article VIII. Notice
Whenever  any notice is required to be given to any  shareholder  or Director of
the Corporation under the provisions of the Articles of Incorporation,  or under
the provisions of the Utah Business Corporation Act, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time  stated  therein,  shall be  deemed  equivalent  to the  giving of such
notice.  Attendance at any meeting  shall  constitute a waiver of notice of such
meetings, except where attendance is for the express purpose of objecting to the
holding of that meeting.

                             Article IX. Amendments
These  Bylaws may be  altered,  amended,  repealed,  or new Bylaws  adopted by a
majority of the entire Board of Directors at any regular or special meeting. Any
Bylaw  adopted  by the Board may be  repealed  or  changed  by the action of the
shareholders.

                             Article X. Fiscal Year
The  fiscal  year  of the  Corporation  shall  be  fixed  and may be  varied  by
resolution of the Board of Directors.

                              Article XI. Dividends
The Board of  Directors  may at any  regular  or special  meeting,  as they deem
advisable, declare dividends payable out of the surplus of the Corporation.

                           Article XII. Corporate Seal
The seal of the Corporation  shall be in the form of a circle and shall bear the
name of the Corporation and the year of incorporation per sample affixed hereto.


                                            Date: January 3, 2000



                                             /s/ Lance Heaton
                                            ------------------------------------
                                            Secretary of the Corporation