AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            EMPLOYEE SOLUTIONS, INC.

                                    ARTICLE I

                                     OFFICES

SECTION 1.1  Principal Office.
             -----------------

         The corporation shall maintain a principal office at its known place of
business in Maricopa County, Arizona.

SECTION 1.2  Other Offices.
             --------------

         The Corporation  also may have offices at such other places both within
and without the State of Arizona as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                                  SHAREHOLDERS

SECTION 2.1  Shareholder Meetings.
             ---------------------

         (a) Time and Place of Meetings.  Meetings of the shareholders  shall be
held at such times and places, either within or without the State of Arizona, as
may from  time to time be fixed by the  Board of  Directors  and  stated  in the
notices or waivers of notice of such meetings.

         (b) Annual  Meeting.  The annual meeting of the  shareholders  shall be
held when  designated by the Board of  Directors,  for the election of directors
and the transaction of such other business  properly  brought before such annual
meeting of the shareholders and within the powers of the shareholders.

         (c)  Special  Meetings.  Special  meetings of the  shareholders  of the
Corporation  for any purpose or  purposes  may be called at any time only by the
Chairman of the Board,  the Chief Executive  Officer,  or the Board of Directors
pursuant to a resolution approved by a majority of the whole Board of Directors,
or at the request in writing of
<PAGE>
shareholders owning at least 50% of the capital stock issued and outstanding and
entitled to vote. Business transacted at any special meeting of the shareholders
shall be limited to the purposes stated in the notice of such meeting.


         (d)  Notice of  Meetings.  Except as  otherwise  provided  by law,  the
Articles of Incorporation or these Bylaws, written notice of each meeting of the
shareholders  shall be given  not less than ten days nor more  than  sixty  days
before the date of such meeting to each  shareholder  entitled to vote  thereat,
directed  to such  shareholder's  address  as it  appears  upon the books of the
Corporation,  such  notice to  specify  the  place,  date,  hour and  purpose or
purposes of such  meeting.  If mailed,  such notice  shall be deemed to be given
when  deposited in the United  States mail,  postage  prepaid,  addressed to the
shareholder at his address as it appears on the stock ledger of the Corporation.
When a meeting of the  shareholders  is adjourned to another time and/or  place,
notice need not be given of such adjourned meeting if the time and place thereof
are announced at the meeting of the  shareholders  at which the  adjournment  is
taken,  unless the  adjournment is for more than thirty days or unless after the
adjournment  a new record  date is fixed for such  adjourned  meeting,  in which
event a notice of such adjourned  meeting shall be given to each  shareholder of
record  entitled to vote thereat.  Notice of the time,  place and purpose of any
meeting of the shareholders may be waived in writing either before or after such
meeting and will be waived by any shareholder by such  shareholder's  attendance
thereat  in person or by proxy.  Any  shareholder  so  waiving  notice of such a
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.

         (e)  Quorum.  Except as  otherwise  required  by law,  the  Articles of
Incorporation  or these  Bylaws,  the holders of not less than a majority of the
shares entitled to vote at any meeting of the shareholders, present in person or
by proxy,  shall constitute a quorum and the affirmative vote of the majority of
such quorum shall be deemed the act of the shareholders.  If a quorum shall fail
to attend any meeting of the shareholders, the presiding officer of such meeting
may  adjourn  such  meeting  from time to time to another  place,  date or time,
without  notice  other  than  announcement  at such  meeting,  until a quorum is
present or represented.  At such adjourned  meeting at which a quorum is present
or  represented,  any business may be transacted that might have been transacted
at  the  meeting  of the  shareholders  as  originally  noticed.  The  foregoing
notwithstanding,   if  a  notice  of  any  adjourned   special  meeting  of  the
shareholders is sent to all  shareholders  entitled to vote thereat which states
that such adjourned special meeting will be held with those present in person or
by proxy constituting a quorum, then, except as otherwise required by law, those
present at such adjourned special meeting of the shareholders shall constitute a
quorum and all matters  shall be  determined  by a majority of the votes cast at
such special meeting.
                                        2
<PAGE>
SECTION 2.2 Determination of Shareholders Entitled to Notice and to Vote.
            -------------------------------------------------------------

         To determine the shareholders  entitled to notice of any meeting of the
shareholders  or to vote  thereat,  the Board of Directors  may fix in advance a
record date as provided in Article VII,  Section 7.1 of these  Bylaws,  or if no
record  date is  fixed  by the  Board  of  Directors,  a  record  date  shall be
determined as of 4:00 p.m. on the day before notice is sent.

SECTION 2.3 Voting.
            -------

         (a) Except as otherwise  required by law, the Articles of Incorporation
or these Bylaws,  each shareholder present in person or by proxy at a meeting of
the  shareholders  shall be  entitled  to one vote for each full  share of stock
registered  in the name of such  shareholder  at the time  fixed by the Board of
Directors  or by law at the record  date of the  determination  of  shareholders
entitled to vote at such meeting.

         (b) Every shareholder entitled to vote at a meeting of the shareholders
may do so either  (i) in person or (ii) by one or more  agents  authorized  by a
written  proxy  executed  by the person or such  shareholder's  duly  authorized
agent,  whether by manual signature,  typewriting,  telegraphic  transmission or
otherwise as permitted by law. No proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

         (c) Voting may be by voice or by ballot as the presiding officer of the
meeting of the shareholders  shall determine.  On a vote by ballot,  each ballot
shall be signed by the shareholder  voting, or by such shareholder's  proxy, and
shall state the number of shares voted.

         (d) In advance of or at any meeting of the  shareholders,  the Chairman
of the Board or President  shall  appoint one or more persons as  inspectors  of
election (the  "Inspectors") to act at such meeting.  Such Inspectors shall take
charge of the ballots at such meeting. After the balloting, the Inspectors shall
count the  ballots  cast and make a  written  report  to the  secretary  of such
meeting of the results. Subject to the direction of the chairman of the meeting,
the  duties  of  such  Inspectors  may  further   include  without   limitation:
determining  the number of shares  outstanding and the voting power of each; the
shares represented at the meeting;  the existence of a quorum; the authenticity,
validity, and effect of proxies;  receiving votes, ballots, or consents; hearing
and  determining  all  challenges and questions in any way arising in connection
with the  right to vote;  counting  and  tabulating  all votes of  consents  and
determining when the polls shall close;  determining the result;  and doing such
acts as may be proper to  conduct  the  election  or vote with  fairness  to all
shareholders.  An Inspector need not be a shareholder of the Corporation and any
officer of the Corporation may be an Inspector on any question other than a vote
for or against such officer's  election to any position with the  Corporation or
on any other questions in which such officer may be directly interested.
                                        3
<PAGE>
If there are three or more Inspectors, the determination,  report or certificate
of a majority of such  Inspectors  shall be effective as if unanimously  made by
all Inspectors.

SECTION 2.4  List of Shareholders.
             ---------------------

         The officer who has charge of the stock ledger of the Corporation shall
prepare  and  make  available,   at  least  10  days  before  every  meeting  of
shareholders,  a complete  list of the  shareholders  entitled to vote  thereat,
arranged in alphabetical order,  showing the address of and the number of shares
registered in the name of each such shareholder.  Such list shall be open to the
examination of any shareholder,  for any purpose germane to such meeting, either
at a place  within  the city where  such  meeting is to be held and which  place
shall be specified in the notice of such meeting,  or, if not so  specified,  at
the place where such meeting is to be held.  The list also shall be produced and
kept at the time and place of the meeting of the  shareholders  during the whole
time thereof, and may be inspected by any shareholder who is present.

SECTION 2.5  Action by Consent of Shareholders.
             ----------------------------------

         A resolution in writing signed by the shareholders, representing all of
those  shares  entitled  to  vote  shall  be  deemed  to be  the  action  of the
shareholders  to the effect therein  expressed with the same force and effect as
if the same had been duly  passed by the same vote at a duly  convened  meeting,
and it shall be the duty of the  Secretary  of the  Corporation  to record  such
resolution in the minute book of the Corporation under its proper date.

SECTION 2.6 Conduct of Meetings.
            --------------------

         The chairman of the meeting  shall have full and complete  authority to
determine the agenda,  to set the  procedures and order the conduct of meetings,
all as deemed  appropriate by such person in his sole discretion with due regard
to the orderly conduct of business.

SECTION 2.7  Notice of Agenda Matters.
             -------------------------

         If a shareholder  wishes to present to the Chairman of the Board or the
President  an  item  for  consideration  as an  agenda  item  for a  meeting  of
shareholders, he must give timely notice to the Secretary of the Corporation and
give a description of (i) the business  desired to be brought before the meeting
and (ii) all  arrangements or  understandings  between such  shareholder and any
other person or persons  (including their names) in connection with the proposal
of business by such  shareholder and any material  interest of such  shareholder
and such other person(s) in such business.  To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal  executive  offices
of the Corporation,  not less than sixty days nor more than ninety days prior to
the meeting; provided, however, that in the event that less than seventy days'
                                        4
<PAGE>
notice or prior public disclosure of the date of the meeting is given or made to
shareholders,  notice by the  shareholder  to be timely must be so received  not
later than the close of  business on the  fifteenth  day  following  the date on
which  such  notice  of the  date of the  meeting  was  mailed  or  such  public
disclosure was made,  whichever is earlier,  and provided further that any other
time period necessary to comply with federal proxy  solicitation  rules or other
regulations shall be deemed to be timely.

                                   ARTICLE III

                               BOARD OF DIRECTORS
SECTION 3.1  General Powers.
             ---------------

         Unless  otherwise  restricted by law, the Articles of  Incorporation or
these  Bylaws  as to  action  which  shall  be  authorized  or  approved  by the
shareholders,  and subject to the duties of  directors  as  prescribed  by these
Bylaws,  all  corporate  powers shall be exercised by or under the authority of,
and the  business and affairs of the  Corporation  shall be  controlled  by, the
Board of Directors.

SECTION 3.2  Election of Directors.
             ----------------------

         (a) Number,  Qualification and Term of Office. The authorized number of
directors  of the  Corporation  shall be fixed from time to time by a resolution
duly  adopted by a majority  of the whole Board of  Directors,  but shall not be
less  than one nor more  than  nine.  The exact  number  of  directors  shall be
determined  from time to time by a resolution  duly adopted by a majority of the
Board  of  Directors.  Directors  need  not  be  shareholders  and  may  succeed
themselves.

         (b) Resignation. Any director may resign from the Board of Directors at
any time by giving written notice to the Secretary of the Corporation.  Any such
resignation shall take effect at the time specified therein, or if the time when
such  resignation  shall become  effective shall not be so specified,  then such
resignation  shall take effect  immediately  upon its receipt by the  Secretary;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

         (c) Nomination of Directors. Candidates for director of the Corporation
shall be nominated only either by:

                  (i) the Board of  Directors  or a committee  appointed  by the
         Board of Directors, or

                  (ii) nomination at any  shareholders'  meeting by or on behalf
         of any  shareholder  entitled to vote thereat;  provided,  that written
         notice of
                                        5
<PAGE>
         such shareholder's  intent to make such nomination or nominations shall
         have  been  given,  either by  personal  delivery  or by United  States
         certified mail,  postage  prepaid,  to the Secretary of the Corporation
         not later than (l) with  respect to an election to be held at an annual
         meeting  of the  shareholders,  not less than  sixty days nor more than
         ninety days prior to the meeting; provided,  however, that in the event
         that less than seventy  days' notice or prior public  disclosure of the
         date of the  meeting  is given or made to  shareholders,  notice by the
         shareholder  to be timely must be so received  not later than the close
         of  business  on the  fifteenth  day  following  the date on which such
         notice of the date of the meeting was mailed or such public  disclosure
         was made,  whichever is earlier, and (2) with respect to an election to
         be held at a special  meeting of the  shareholders  for the election of
         directors,  the close of business on the  fifteenth  day  following the
         date on which  notice of such  special  meeting  is first  given to the
         shareholders  entitled  to vote  thereat  or public  disclosure  of the
         meeting date is made,  whichever  occurs  first.  Each such notice by a
         shareholder  shall  set  forth:  (l) the  name and  address  of the (A)
         shareholder  who  intends  to make the  nomination  and (B)  person  or
         persons to be nominated; (2) a representation that the shareholder is a
         holder of record of stock of the  Corporation  entitled to vote at such
         meeting  and  intends to appear in person or by proxy at the meeting to
         nominate  the  person  or  persons  specified  in  the  notice;  (3)  a
         description  of  all   arrangements  or   understandings   between  the
         shareholder  and each nominee and any other  person or persons  (naming
         such person or persons) pursuant to which the nomination or nominations
         are to be made by the shareholder; (4) such other information regarding
         each nominee  proposed by such  shareholder  as would be required to be
         included in a proxy or information  statement filed with the Securities
         and Exchange  Commission  pursuant to the proxy rules promulgated under
         the  Securities  Exchange  Act of 1934,  as amended,  or any  successor
         statute  thereto,  had the nominee  been  nominated,  or intended to be
         nominated,  by the  Board of  Directors;  and (5) the  manually  signed
         consent of each nominee to serve as a director of the Corporation if so
         elected.  The presiding  officer of the meeting of the shareholders may
         refuse to acknowledge  the nominee of any person not made in compliance
         with the foregoing procedure.

         (d) Preferred Stock Directors.  Notwithstanding the foregoing, whenever
the  holders  of any one or more  classes  or  series  of  stock  issued  by the
Corporation  having a  preference  over the Common Stock as to dividends or upon
liquidation shall have the right, voting separately by class or series, to elect
directors at an annual or special  meeting of the  shareholders,  the  election,
term of office,  filling of  vacancies,  nomination,  terms of removal and other
features of such directorships  shall be governed by the terms of the Article of
the Articles of Incorporation authorizing the preferred stock and the resolution
or resolutions adopted by the Board of Directors establishing such class or
                                        6
<PAGE>
series  adopted  pursuant  thereto,  and such  directors so elected shall not be
divided into classes pursuant to the Articles of Incorporation  unless expressly
provided by such terms.

         (e)  Vacancies.  Vacancies  and  new  directorships  resulting  from an
increase in the  authorized  number of directors  may be filled by a majority of
the  directors  then in  office,  though  less  than a  quorum,  or by the  sole
remaining director. Directors so chosen shall hold office until their successors
are duly elected at the annual  meeting and  qualified.  If no directors  are in
office, an election may be held as provided by statute.


SECTION 3.3 Meetings of the Board of Directors.
            -----------------------------------

         (a) Regular Meetings.  Regular meetings of the Board of Directors shall
be held without call at the following times:

                  (i) at such times as the Board of Directors shall from time to
         time by resolution determine; and

                  (ii)  one-half  hour  prior  to  any  special  meeting  of the
         shareholders and immediately following the adjournment of any annual or
         special meeting of the shareholders.

Notice of all such regular meetings hereby is dispensed with.

         (b) Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman,  the Chief Executive Officer,  or the Board of Directors
pursuant to a resolution approved by a majority of the whole Board of Directors.
Notice of the time and place of special meetings of the Board of Directors shall
be given by the Secretary or an Assistant  Secretary of the  Corporation,  or by
any other officer  authorized  by the Board of  Directors.  Such notice shall be
given to each director personally or by mail, messenger,  telecopy, telephone or
telegraph at such director's business or residence address. Notice by mail shall
be deposited  in the United  States mail,  postage  prepaid,  not later than the
fifth day prior to the date fixed for such special meeting.  Notice by telecopy,
telephone  or  telegraph  shall be  sent,  and  notice  given  personally  or by
messenger shall be delivered,  at least  twenty-four hours prior to the time set
for such special meeting.  Notice of a special meeting of the Board of Directors
need not contain a statement of the purpose of such special meeting.

         (c) Adjourned Meetings.  A majority of directors present at any regular
or special meeting of the Board of Directors or any committee  thereof,  whether
or not constituting a quorum,  may adjourn any meeting from time to time until a
quorum is present  or  otherwise.  Notice of the time and place of  holding  any
adjourned  meeting  shall not be required if the time and place are fixed at the
meeting adjourned.
                                        7
<PAGE>
         (d) Place of Meetings. Meetings of the Board of Directors, both regular
and special, may be held within or without the State of Arizona.

         (e)  Participation  by Telephone.  Members of the Board of Directors or
any  committee  may  participate  in any  meeting of the Board of  Directors  or
committee  through the use of  conference  telephone  or similar  communications
equipment,  so long as all members  participating  in such  meeting can hear one
another,  and such  participation  shall  constitute  presence in person at such
meeting.

         (f) Quorum.  At all meetings of the Board of Directors or any committee
thereof,  a  majority  of the  total  number of  directors  of the  entire  then
authorized  Board of Directors or such committee  shall  constitute a quorum for
the  transaction of business and the act of a majority of the directors  present
at any such  meeting at which there is a quorum shall be the act of the Board of
Directors or any committee,  except as may be otherwise specifically provided by
law, the Articles of  Incorporation  or these Bylaws.  A meeting of the Board of
Directors or any  committee at which a quorum  initially is present may continue
to transact business  notwithstanding the withdrawal of directors so long as any
action is  approved  by at least a  majority  of the  required  quorum  for such
meeting.

         (g) Waiver of Notice.  The  transactions of any meeting of the Board of
Directors or any  committee  for which notice is  required,  however  called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after  regular call and notice,  if a quorum be present and if, either before or
after the meeting,  each of the directors not present signs a written  waiver of
notice,  or a consent  to hold  such  meeting,  or an  approval  of the  minutes
thereof.  All such  waivers,  consents  or  approvals  shall  be filed  with the
corporate records or made a part of the minutes of the meeting.

SECTION 3.4  Action Without Meeting.
             -----------------------

         Any action  required or permitted to be taken by the Board of Directors
at any meeting or at any meeting of a committee  may be taken  without a meeting
if all members of the Board of  Directors or such  committee  consent in writing
and the writing or writings are filed with the minutes of the proceedings of the
Board of Directors or such committee.

SECTION 3.5  Compensation of Directors.
             --------------------------

         Unless  otherwise  restricted by law, the Articles of  Incorporation or
these  Bylaws,  the  Board of  Directors  shall  have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  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.
                                        8
<PAGE>
Members of committees of the Board of Directors may be allowed like compensation
for attending committee meetings.

SECTION 3.6  Committees of the Board.
             ------------------------

         (a) Committees.  The Board of Directors may, by resolution adopted by a
majority of the Board of  Directors,  designate  one or more  committees  of the
Board of Directors,  each  committee to consist of one or more  directors.  Each
such committee,  to the extent  permitted by law, the Articles of  Incorporation
and these Bylaws, shall have and may exercise such of the powers of the Board of
Directors in the management and affairs of the  Corporation as may be prescribed
by the resolutions  creating such committee.  Such committee or committees shall
have such  name or names as may be  determined  from time to time by  resolution
adopted by the Board of  Directors.  The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting  of the  committee.  In the  absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member. The Board of Directors shall have the power, at any time for any reason,
to  change  the  members  of any  such  committee,  to  fill  vacancies,  and to
discontinue any such committee.

         (b) Minutes of Meetings.  Each committee  shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

         (c) Audit  Committee.  The Board of  Directors  shall  appoint an Audit
Committee  consisting of at least two directors,  neither of which two directors
shall be  employees of the  Corporation.  The Audit  Committee  shall review the
financial  affairs  and  procedures  of the  Corporation  from time to time with
management and meet with the auditors of the Corporation to review the financial
statements and procedures.

         (d) Executive Committee. There may be an executive committee consisting
of at least three members of the Board of Directors  elected by the whole Board.
Members of the executive  committee  shall serve at the pleasure of the Board of
Directors  and each member of the  executive  committee  may be removed  with or
without cause at any time by the Board of Directors.  Vacancies  shall be filled
by the Board of Directors.  The  executive  committee may exercise the powers of
the Board of  Directors  and the  management  of the business and affairs of the
corporation, but shall not possess any authority prohibited to it by law.
                                        9
<PAGE>
SECTION 3.7 Interested Directors.
            ---------------------

         In addition to the statutory and  corporate  common law of Arizona,  no
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which  authorizes the contract or transaction,  or solely because his or
their votes are counted for such purpose if (i) the material  facts as to his or
their  relationship  or  interest  and as to the  contract  or  transaction  are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith  authorizes  the contract or transaction
by the  affirmative  votes of a majority of the  disinterested  directors,  even
though the  disinterested  directors be less than a quorum; or (ii) the material
facts as to his or their  relationship  or  interest  and as to the  contract or
transaction  are  disclosed  or are known to the  shareholders  entitled to vote
thereon, and the contract or transaction is specifically  approved in good faith
by vote of the shareholders;  or (iii) the contract or transaction is fair as to
the  Corporation as of the time it is authorized,  approved or ratified,  by the
Board  of  Directors,  a  committee  thereof  or  the  shareholders.  Common  or
interested directors may be counted in determining the presence of a quorum at a
meeting  of the  Board of  Directors  or of a  committee  which  authorizes  the
contract or transaction.


                                   ARTICLE IV

                                    OFFICERS

SECTION 4.1  Officers.
             ---------

         (a)  Number.  The  officers of the  Corporation  shall be chosen by the
Board of  Directors  and may include a Chairman of the Board of  Directors  (who
must be a  director  as chosen by the Board of  Directors)  and shall  include a
Chief  Executive  Officer,  a President,  a Vice  President,  a Secretary  and a
Treasurer.  The  Board of  Directors  also  may  appoint  one or more  Assistant
Secretaries or Assistant Treasurers and such other officers and agents with such
powers and duties as it shall deem  necessary.  Any Vice  President may be given
such specific designation as may be determined from time to time by the Board of
Directors.  Any  number  of  offices  may be held  by the  same  person,  unless
otherwise  required by law, the Articles of Incorporation  or these Bylaws.  The
Board of Directors  may  delegate to any other  officer of the  Corporation  the
power to choose such other officers and to prescribe their respective duties and
powers.

         (b) Election and Term of Office. The officers shall be elected annually
by the Board of  Directors  at its annual  meeting and each  officer  shall hold
office until the next
                                       10
<PAGE>
annual  election of officers and until such  officer's  successor is elected and
qualified,  or until such officer's death,  resignation or removal.  Any officer
may be removed at any time,  with or without cause, by a vote of the majority of
the whole Board of Directors.  Any vacancy occurring in any office may be filled
by the Board of Directors.

         (c) Salaries.  The salaries of all officers of the Corporation shall be
fixed by the Board of Directors or a committee thereof from time to time.

SECTION 4.2 Chairman of the Board of Directors.
            -----------------------------------

         The Chairman of the Board of Directors,  if there be a Chairman,  shall
preside at all meetings of the shareholders and the Board of Directors and shall
have such other power and  authority as may from time to time be assigned by the
Board of Directors.

SECTION 4.3  Chief Executive Officer.
             ------------------------

         The Chief  Executive  Officer  shall  preside  at all  meetings  of the
shareholders and the Board of Directors (if a Chairman of the Board has not been
elected),  and  shall  see that  all  orders  and  resolutions  of the  Board of
Directors are carried into effect. Subject to the provisions of these Bylaws and
to the direction of the Board of Directors,  the Chief  Executive  Officer shall
have the general and active  management of the business of the Corporation,  may
execute all contracts and any mortgages,  conveyances or other legal instruments
in the name of and on behalf of the  Corporation,  but this provision  shall not
prohibit the  delegation  of such powers by the Board of Directors to some other
officer, agent or attorney-in-fact of the Corporation.

SECTION 4.4  President.
             ----------

         In the  absence  or  disability  of the Chief  Executive  Officer,  the
President shall perform all the duties of the Chief Executive Officer,  and when
so acting  shall have all the powers of, and be subject to all the  restrictions
upon, the Chief  Executive  Officer.  The President shall have such other powers
and  perform  such other  duties as from time to time may be  prescribed  by the
Board of Directors or these Bylaws.

SECTION 4.5  Vice Presidents.
             ----------------

         In the absence or  disability  of the Chief  Executive  Officer and the
President,  the Vice  Presidents in order of their rank as fixed by the Board of
Directors,  or if not  ranked,  the Vice  President  designated  by the Board of
Directors,  shall  perform all the duties of the  President,  and when so acting
shall have all the powers of, and be subject to all the  restrictions  upon, the
President.  The Vice  Presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them,  respectively,  by
the Board of Directors or these Bylaws.
                                       11
<PAGE>
SECTION 4.6  Secretary and Assistant Secretaries.
             ------------------------------------

         The Secretary  shall record or cause to be recorded,  in books provided
for the  purpose,  minutes of the  meetings  of the  shareholders,  the Board of
Directors and all committees of the Board of Directors; see that all notices are
duly given in accordance with the provisions of these Bylaws as required by law;
be custodian of all corporate  records (other than financial) and of the seal of
the Corporation, and have authority to affix the seal to all documents requiring
it and attest to the same; give, or cause to be given, notice of all meetings of
the  shareholders  and  special  meetings  of the Board of  Directors;  and,  in
general,  shall perform all duties  incident to the office of Secretary and such
other  duties as may,  from  time to time,  be  assigned  to him by the Board of
Directors  or by the  President.  At the  request  of the  Secretary,  or in the
Secretary's absence or disability,  any Assistant Secretary shall perform any of
the duties of the Secretary  and, when so acting,  shall have all the powers of,
and be subject to all the restrictions upon, the Secretary.

SECTION 4.7  Treasurer and Assistant Treasurers.
             -----------------------------------

         The  Treasurer  shall  keep or cause to be kept the books of account of
the  Corporation  and shall render  statements of the  financial  affairs of the
Corporation  in such form and as often as required by the Board of  Directors or
the President.  The  Treasurer,  subject to the order of the Board of Directors,
shall have  custody of all funds and  securities  of the  Corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  Corporation as may be ordered by
the Board of  Directors,  taking  proper  vouchers for such  disbursements.  The
Treasurer  shall  perform all other duties  commonly  incident to his office and
shall  perform  such other  duties  and have such  other  powers as the Board of
Directors or the President  shall designate from time to time. At the request of
the  Treasurer,  or in the  Treasurer's  absence or  disability,  any  Assistant
Treasurer  may perform any of the duties of the  Treasurer  and, when so acting,
shall have all the powers of, and be subject to all the  restrictions  upon, the
Treasurer.  Except where by law the signature of the Treasurer is required, each
of the  Assistant  Treasurers  shall  possess the same power as the Treasurer to
sign all  certificates,  contracts,  obligations  and other  instruments  of the
Corporation.

SECTION 4.8  Non-Executive Staff Officers.
             -----------------------------

         In addition to the executive  officer  positions which are described in
the  preceding  paragraphs of this Article IV, the  Corporation  shall have such
non-executive  staff  officer  positions  as may be  created  by  the  Board  of
Directors,  from time to time,  which may include,  but shall not necessarily be
limited to, a Vice-President  of Risk Management and a  Vice-President  of Human
Resources and Benefits.  Non-executive staff officers will be designated as such
in the resolutions of the Board of Directors which create or fill such
                                       12
<PAGE>
positions. Non-executive staff officers will not have the power or right to sign
documents on behalf of the Corporation,  to otherwise bind the corporation as to
legal matters,  or to otherwise have any of the powers or rights of an executive
officer  of the  Corporation.  It is the  intent  of the  Corporation  that such
restrictions  be imposed to vest the  day-to-day  management of the  Corporation
solely in the executive  officers and not in the  non-executive  staff  officers
and, furthermore,  to not make the non-executive staff officers executive offers
for the  purposes of  reporting  to the United  States  Securities  and Exchange
Commission  under  applicable   federal  law  or  the  Commission's   Rules  and
Regulations.


                                    ARTICLE V

                          INDEMNIFICATION AND INSURANCE

SECTION 5.1 Right to Indemnification.
            -------------------------

         Subject to the terms and  conditions of this Article V, each officer or
director  of the  Corporation  who  was or is  made a  party  or  witness  or is
threatened  to be made a party or witness  to or is  otherwise  involved  in any
threatened,  pending or completed action, suit,  alternative dispute resolution,
inquiry,  hearing,   investigation,  or  proceeding,  whether  civil,  criminal,
administrative or investigative,  including any derivative action (hereinafter a
"proceeding"),  by  reason of the fact  that he or she is or was a  director  or
officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a director,  officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with respect to employee benefit plans  (hereinafter an  "indemnitee"),  whether
the basis of such  proceeding  is  alleged  action or  inaction  in an  official
capacity  while  serving as a director,  officer,  employee  or agent,  shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized or permitted by the Arizona Business  Corporation Act (the "Act"), as
the same  exists  or may  hereafter  be  amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than such law permitted the Corporation
to provide  prior to such  amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee  who has ceased to be a director,  officer,  employee or agent and
shall  inure  to  the  benefit  of  the   indemnitee's   heirs,   executors  and
administrators;  provided, however, that, except as provided herein with respect
to proceedings  to enforce  rights to  indemnification,  the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.
                                       13
<PAGE>
         The right to  indemnification  conferred in this Section  shall include
the right to be paid by the Corporation  the expenses  incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement
of expenses");  provided,  however, that, if the Act requires, an advancement of
expenses  incurred  by an  indemnitee  shall be made only upon  delivery  to the
Corporation  of an undertaking in the form then required by the Act (if any), by
or on behalf of such  indemnitee,  with  respect to the  repayment of amounts so
advanced (hereinafter an "undertaking").

SECTION 5.2  Advance of Expenses
             -------------------

         (a) If so requested by an indemnitee in writing,  the Corporation shall
(subject to the  expense  advance  rules  hereinafter  described)  advance to an
indemnitee  (an "expense  advance") any and all expenses  incurred in connection
with the investigation and preparation of the indemnitee's  participation in any
indemnifiable action, whether as a witness or a party, pursuant to these Bylaws.
The  Corporation  shall  comply  with the  indemnitee's  written  request for an
expense advance,  and, if required by the Act, make any necessary  determination
that the facts  then known  would not  preclude  indemnification  under the Act,
within ten (10) business days of receipt of such written request,  together with
the reimbursement commitment referred to in subparagraph (b) below.

         (b) The obligation of the  Corporation to make an expense advance shall
be subject to the  condition  that,  if it is  ultimately  determined  (by final
judicial  determination  from which  there is no further  right to appeal)  that
there are matters to which  indemnitee is not entitled to indemnity  under these
Bylaws, the Corporation shall be entitled to be reimbursed by indemnitee for all
such amounts.  Prior to obtaining the initial expense advance,  indemnitee shall
confirm such  reimbursement  obligation by delivery to  Corporation  of a signed
undertaking to that effect.  Such  obligation  shall be unsecured,  and accepted
without reference to financial ability to make repayment.

         (c) Expenses in all cases must be  reasonable  and comply with existing
or future  billing  procedures of the Company so that the Company can reasonably
monitor and audit such  expenses.  With respect to attorneys'  fees, the Company
will give  reasonable  consideration  to requests  for  specific  counsel and to
requests  for the  grouping  of  individuals  for joint  defense  purposes.  Any
attorney  representing  more  than one  individual  may be  requested  to render
separate  statements  to each  individual  or  otherwise  allocate  billings  by
individual.

         (d) Expenses include  attorneys' fees, court costs,  deposition  costs,
court  reporter  fees,  travel and all other  costs,  expenses  and  obligations
actually paid to another or incurred in connection with  investigating the facts
underlying  a  proceeding,  preparing to defend and  defending a  proceeding  or
preparing  for and  participating  in a proceeding  as a witness,  or any of the
foregoing  expenses  incurred on appeal or in an action or other  proceeding  to
enforce indemnitee's rights hereunder, or any other reasonable expenses incurred
by indemnitee in participating in any indemnifiable proceeding.
                                       14
<PAGE>
SECTION 5.3 Right of Indemnitee to Bring Suit.
            ----------------------------------

         If a claim under Section 5.1 of this Article is not paid in full by the
Corporation  within  sixty days after a written  claim has been  received by the
Corporation,  or a claim under  Section 5.2 of this  Article is not paid in full
within twenty days, the indemnitee may at any time thereafter bring suit against
the  Corporation  to recover the unpaid  amount of the claim.  If  successful in
whole or in part in any such suit or in a suit  brought  by the  Corporation  to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
indemnitee  shall be entitled to be paid also the  expenses  of  prosecuting  or
defending  such suit.  In (i) any suit  brought by the  indemnitee  to enforce a
right to indemnification  hereunder (but not in a suit brought by the indemnitee
to enforce a right to an  advancement  of expenses) it shall be a defense  that,
and (ii) any suit by the  Corporation  to recover  an  advancement  of  expenses
pursuant to the terms of an  undertaking  the  Corporation  shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable  standard of conduct set forth in the Act. Neither the failure of
the Corporation (including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the Act, nor an actual determination by the Corporation  (including its Board of
Directors,  independent legal counsel or its  shareholders)  that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard or conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit.

SECTION 5.4 Burden of Proof
            ---------------

         In any  determination  thereunder,  suit brought by the  indemnitee  to
enforce a right  hereunder,  or by the  Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such  advancement of expenses
under this Section or  otherwise  shall be on the  Corporation.  For purposes of
these Bylaws, the termination of any proceeding by judgment,  order,  settlement
(whether with or without court  approval) or conviction,  or upon a plea of nolo
contendere,  or its equivalent,  shall not create a presumption  that indemnitee
did not meet any particular standard of conduct or have any particular belief or
that a court has  determined  that  indemnification  is not payable  under these
Bylaws or permitted by applicable law.

SECTION 5.5 Specific Limitations on Indemnification.
            ----------------------------------------

         Notwithstanding   anything  in  this  Article  to  the  contrary,   the
Corporation  shall not be obligated to make any payment to any  indemnitee  with
respect to any proceeding (i) to the extent that payment is actually made to the
indemnitee  under  any  insurance  policy,  or is  made  to  indemnitee  by  the
Corporation or an affiliate thereof otherwise than
                                       15
<PAGE>
pursuant to this Article, (ii) for any expense,  liability or loss in connection
with a proceeding  settled  without the  Corporation's  written  consent,  which
consent, however, shall not be unreasonably withheld, (iii) for an accounting of
profits made from the purchase or sale by the  indemnitee  of  securities of the
Corporation  within the meaning of Section 16(b) of the Securities  Exchange Act
of 1934, as amended, or similar provisions of any state statutory or common law,
or (iv) where prohibited by applicable law.

SECTION 5.6  Contract.
             ---------

         The provisions of this Article shall be deemed to be a contract between
the Corporation and each director and officer who serves in such capacity at any
time while such  Section is in effect,  and any repeal or  modification  thereof
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore  or  thereafter  based in whole  or in part  upon any such  state of
facts.  However,  nothing  contained  in these  Bylaws is intended to, or shall,
create any right to continued employment by the Corporation.

SECTION 5.7 Partial Indemnity.
            ------------------

         If the  indemnitee  is entitled  under any provision of this Article to
indemnification  by the  Corporation  for  some or a  portion  of the  expenses,
liabilities or losses incurred in connection with a proceeding but not, however,
for  all of  the  total  amount  thereof,  the  Corporation  shall  nevertheless
indemnify  the  indemnitee  for the portion  thereof to which the  indemnitee is
entitled. Moreover,  notwithstanding any other provision of this Article, to the
extent that the  indemnitee  has been  successful  on the merits or otherwise in
defense of any or all claims  relating in whole or in part to a proceeding or in
defense of any issue or matter therein,  including  dismissal without prejudice,
the  indemnitee  shall be  indemnified  against all loss,  expense and liability
incurred in connection  with the portion of the proceeding with respect to which
indemnitee was successful on the merits or otherwise.

SECTION 5.8 Non-Exclusivity of Rights.
            --------------------------

         The  rights  to  indemnification  and to the  advancement  of  expenses
conferred  in this  Article  shall not be exclusive of any other right which any
person may have or hereafter acquire under any contract,  statute,  the Articles
of  Incorporation,  bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise.

SECTION 5.9  Insurance.
             ----------

         The  Corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense, liability or loss,
                                       16
<PAGE>
whether or not the  Corporation  would have the power to  indemnify  such person
against such expense, liability or loss under law.

SECTION 5.10 Indemnification of Employees and Agents of the Corporation.
             -----------------------------------------------------------

         The Corporation may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses,  to any employee or agent of the  Corporation to the fullest extent of
the  provisions  of  this  Article  with  respect  to  the  indemnification  and
advancement of expenses of directors and officers of the Corporation, or to such
lesser extent as may be determined by the Board of Directors.

SECTION 5.11 Notice by Indemnitee and Defense of Claim.
             ------------------------------------------

         The indemnitee  shall promptly  notify the  Corporation in writing upon
being  served  with any  summons,  citation,  subpoena,  complaint,  indictment,
information or other document relating to any matter,  whether civil,  criminal,
administrative or  investigative,  but the omission so to notify the Corporation
will not relieve it from any  liability  which it may have to the  indemnitee if
such omission does not prejudice the Corporation's rights. If such omission does
prejudice  the  Corporation's  rights,  the  Corporation  will be relieved  from
liability only to the extent of such prejudice;  nor will such omission  relieve
the Corporation from any liability which is may have to the indemnitee otherwise
than under  this  Article V. With  respect  to any  proceedings  as to which the
indemnitee notifies the Corporation of the commencement thereof:

         (a) The Corporation will be entitled to participate  therein at its own
expense; and

         (b) The  Corporation  will be entitled  to assume the defense  thereof,
with counsel reasonably satisfactory to the indemnitee;  provided, however, that
the  Corporation  shall not be entitled to assume the defense of any  proceeding
(and  this  Section  5.11  shall  be  inapplicable  to such  proceeding)  if the
indemnitee  shall have  reasonably  concluded  that  there may be a conflict  of
interest  between  the  Corporation  and the  indemnitee  with  respect  to such
proceeding.  After notice from the Corporation to the indemnitee of its election
to  assume  the  defense  thereof,  the  Corporation  will not be  liable to the
indemnitee  under this Article V for any expenses  subsequently  incurred by the
indemnitee in connection with the defense  thereof,  other than reasonable costs
of investigation  or as otherwise  provided below. The indemnitee shall have the
right to employ its own counsel in such  proceeding but the fees and expenses of
such counsel incurred after notice from the Corporation of its assumption of the
defense thereof shall be at the expense of the indemnitee unless:

                  (i) The  employment  of  counsel  by the  indemnitee  has been
authorized by the Corporation in writing; or
                                       17
<PAGE>
                  (ii) The Corporation shall not have employed counsel to assume
the defense in such  proceeding  or shall not have  assumed  such defense and be
acting in connection therewith with reasonable diligence;

                  in each of which cases the fees and  expenses of such  counsel
shall be at the expense of the Corporation.

         (c) The Corporation shall not settle any proceeding in any manner which
would  impose  any  penalty  or  limitation  on  the   indemnitee   without  the
indemnitee's written consent;  provided,  however,  that the indemnitee will not
unreasonably withhold his consent to any proposed settlement.


                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 6.1  Certificates for Shares.
             ------------------------

         Unless  otherwise  provided by a resolution  of the Board of Directors,
the  shares  of the  Corporation  shall be  represented  by a  certificate.  The
certificates of stock of the Corporation  shall be numbered and shall be entered
in the books of the  Corporation  as they are  issued.  They shall  exhibit  the
holder's  name and number of shares and shall be signed by or in the name of the
Corporation by (a) the Chairman of the Board of Directors,  the President or any
Vice President and (b) the Treasurer,  any Assistant Treasurer, the Secretary or
any Assistant  Secretary.  Any or all of the signatures on a certificate  may be
facsimile.  In case any officer of the Corporation,  transfer agent or registrar
who has  signed,  or  whose  facsimile  signature  has  been  placed  upon  such
certificate,  shall have ceased to be such officer,  transfer agent or registrar
before such  certificate is issued,  such certificate may nevertheless be issued
by the  Corporation  with the same effect as if he were such  officer,  transfer
agent or registrar at the date of issuance.

SECTION 6.2  Classes of Stock.
             -----------------

         (a) If the Corporation shall be authorized to issue more than one class
of stock  or more  than one  series  of any  class,  the  powers,  designations,
preferences and relative participating, optional or other special rights of each
class  of  stock  or  series  thereof  and the  qualification,  limitations,  or
restrictions  of such  preferences  or  rights  shall  be set  forth  in full or
summarized on the face or back of the  certificate  that the  Corporation  shall
issue to represent such class or series of stock; provided,  that in lieu of the
foregoing  requirements,  there  may be set  forth  on the  face  or back of the
certificate  that the Corporation  shall issue to represent such class or series
of stock, a statement that the  Corporation  will furnish without charge to each
shareholder who so requests the powers,
                                       18
<PAGE>
designations,  preferences and relative participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences or rights.

         (b)  Within a  reasonable  time  after  the  issuance  or  transfer  of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice  containing the information  required to be set forth or stated
on  certificates  pursuant to applicable law or a statement that the Corporation
will  furnish  without  charge to each  shareholder  who so requests the powers,
designations,  preferences and relative participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences or rights.

SECTION 6.3  Transfer.
             ---------

         Upon  surrender  to  the  Corporation  or  the  transfer  agent  of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignation  or authority to transfer,  it shall be the
duty of the  Corporation  to  issue a new  certificate  to the  person  entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
Upon  receipt  of proper  transfer  instructions  from the  registered  owner of
uncertificated  shares, such uncertificated shares shall be cancelled,  issuance
of new equivalent  uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the Corporation.

SECTION 6.4  Record Owner.
             -------------

         The Corporation  shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and, accordingly,  shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share on the part of any other  person,  whether or not it shall have express or
other notice  thereof,  save as  expressly  provided by the laws of the State of
Arizona.

SECTION 6.5  Lost Certificates.
             ------------------

         The Board of Directors may direct a new  certificate or certificates or
uncertificated  shares to be issued in place of any  certificate or certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates or uncertificated  shares,  the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or his legal representative,  to advertise the same in such manner
as the Board of Directors shall require and to give the Corporation a bond in
                                       19
<PAGE>
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost, stolen or destroyed.

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.1  Record Date.
             ------------

         (a) In order  that  the  Corporation  may  determine  the  shareholders
entitled  to  notice of or to vote at any  meeting  of the  shareholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution  or  allotment  of any rights or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days prior to the date of
such meeting nor more than sixty days prior to any other action. If not fixed by
the Board of Directors, the record date shall be determined as provided by law.

         (b) A determination  of shareholders of record entitled to notice of or
to vote at a meeting of the shareholders  shall apply to any adjournments of the
meeting, unless the Board of Directors fixes a new record date for the adjourned
meeting.

         (c) Holders of stock on the record  date are  entitled to notice and to
vote or to receive  the  dividend,  distribution  or  allotment  of rights or to
exercise  the rights,  as the case may be,  notwithstanding  any transfer of the
shares  on the  books of the  Corporation  after  the  record  date,  except  as
otherwise  provided by agreement or by law,  the  Articles of  Incorporation  or
these Bylaws.

SECTION 7.2  Execution of Instruments.
             -------------------------

         The Board of Directors may, in its discretion, determine the method and
designate the signatory  officer or officers,  or other persons,  to execute any
corporate  instrument  or  document  or  to  sign  the  corporate  name  without
limitation,   except   where   otherwise   provided  by  law,  the  Articles  of
Incorporation  or these Bylaws.  Such  designation may be general or confined to
specific instances.

SECTION 7.3 Voting of Securities Owned by the Corporation.
            ----------------------------------------------

         All  stock  and  other  securities  of other  corporations  held by the
Corporation  shall be voted,  and all  proxies  with  respect  thereto  shall be
executed,  by the person so  authorized by resolution of the Board of Directors,
or, in the absence of such authorization, by the President.
                                       20
<PAGE>
SECTION 7.4  Corporate Seal.
             ---------------

         A  corporate  seal  shall  not  be  requisite  to the  validity  of any
instrument  executed by or on behalf of the Corporation.  If a corporate seal is
used, the same shall be at the pleasure of the officer  affixing seal either (a)
a circle  having on the  circumference  thereof the words  "Employee  Solutions,
Inc." and in the center "Incorporated - 1991, Arizona," or (b) a seal containing
the words "Corporate Seal" in the center thereof.

SECTION 7.5  Construction and Definitions.
             -----------------------------

         Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the Act and the Articles of Incorporation  shall
govern the construction of these Bylaws.

SECTION 7.6  Amendments.
             -----------

         These  Bylaws may be  altered,  amended or repealed as set forth in the
Articles of Incorporation.
                                       21