Exhibit 3(ii).4


                              BYLAWS

                                OF

               TECHNOLOGY AND MACHINE COMPANY, INC.

                        ARTICLE I. OFFICES

The principal office of the corporation in the State of Utah shall be located
in Salt Lake City, Utah. The corporation may have such other offices, either
within or without the state, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

The registered office of the corporation required by law to be maintained in
the state may be, but need not be, identical with the principal office and the
address of the registered office may be changed from time to time by the Board
of Directors.

                     ARTICLE II. SHAREHOLDERS

Section 1. Annual Meeting.  The annual meeting of the shareholders shall be
held during the first week in the month of April each year, for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the state such meeting shall be held on the next succeeding
business day. If the election of Directors shall not be held on the day
designated herein or any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as is
convenient.

Section 2. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called 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 ten percent of all
outstanding shares of the corporation entitled to vote at the meeting.

Section 3. Place of Meeting.  The Board of Directors may designate any place,
either within or without the state 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
of 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 in the state.

Section 4. Notice of Meeting.  Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall, unless otherwise prescribed by statute, be
delivered not less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the person, calling the meeting, 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 at it appears on the stock
transfer books of the corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books of Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any proper purpose, the Board of Directors
of the corporation may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, fifty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer-books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. 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.

Section 6. Voting Lists.  The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list shall be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting for the purposes thereof.

Section 7. 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 such
adjourned meeting 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. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

Section 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.

Section 9. Voting of Shares.  Each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, unless provided otherwise in the corporation's articles of
incorporation.

Section 10. Voting of Shares by Certain Holders. Shares outstanding in the
name of another corporation may be voted by such officer, agent or proxy as
the by-laws of such corporation may prescribe, or, in the absence of such
provision, at the Board of Directors of such corporation may determine.

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

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

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

Neither shares of its own stock held by the corporation, nor those 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 or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

Section 11. Informal Action by Shareholders.  Any action required to be taken
at a meeting of the shareholders, or any action which may 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 all of the
shareholders entitled to vote with respect to the subject matter thereof.

                 ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers.  The business and affairs of the corporation shall
be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications.  The number of directors of the
corporation shall be not less than three nor more than five. Each Director
shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified. Directors need not be
residents of the state or shareholders of the corporation. 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.

Section 3. Regular Meetings.  A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Utah, for the holding of additional regular meetings without other
notice than such resolution.

Section 4. Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of Utah, as
the place for holding any special meeting of the Board of Directors called by
them.

Section 5. Notice.  Notice of any special meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to
each Director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail, so
addressed, with postage thereon prepaid. If notice be given by telegram such
notice shall be deemed to be delivered when the telegram if delivered to the
telegraph company. Any Director may waive notice of any meeting. The
attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting. Any Director may waive notice of any meeting. The attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

Section 6. Quorum.  A majority of the number of Directors fixed by Section 2.
of this Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

Section 7. Manner of Action.  The act of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. Any action which may be taken at a meeting of the directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors.

Section 8. Vacancies.  Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors. A Director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the
shareholders.

Section 9. Compensation.  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 or both. No such payment shall preclude any Director
form serving the corporation in any other capacity and receiving compensation
therefore.

Section 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.

                       ARTICLE IV. OFFICERS

Section 1. Number.  The officers of the corporation shall be a President,
Vice-Presidents (the number thereof, if any, to be determined by the Board of
Directors), a Secretary, and a Treasurer, each of whom shall be elected by 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. Any
two or more offices may be held by the same person, except the offices of
President and Secretary.

Section 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
conveniently may be. 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.

Section 3. Removal.  Any officer or agent may be removed by the Board of
Directors whenever in its judgment, the best interest of the corporation will
be served thereby, but any 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.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filed by the Board of Directors
for the unexpired portion of the term.

Section  5. 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. He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless the Directors have
designated a Chairman in accordance with Article III, Section 2.,of these
Bylaws.  He may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any 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.

Section 6. The Vice-Presidents.  In the absence of the President or in the
event of his death, inability or refusal to act, the Vice-President, if any,
(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 election) 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. Any Vice-President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

Section 7. The Secretary.  The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose;(b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder; (e) sign with the 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; (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 by the President or by the Board
of Directors.

Section 8. The Treasurer.  The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation
in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V.

Section 9. Assistant Secretaries and Assistant Treasurer. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
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 respectively, 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 of the Treasurer,
respectively, or by the President or the Board of Directors.

Section 10. Salaries.  The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.

         ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

Section 2. Loans.  No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

Section 3. Checks, Drafts, etc.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

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

      ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares.  Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers
upon a certificate may be a 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 and no new certificate shall be issued until the former
certificates 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 therefore upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.

Section 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.

                     ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and
end on the last day of December in each year.

                     ARTICLE VIII. DIVIDENDS

The Board of Directors may, from time to time, declare and the corporation may
pay dividends on its outstanding shares in the manner, and upon the terms and
conditions provided by law and its articles of incorporation.

                    ARTICLE IX. CORPORATE SEAL

The corporation shall adopt a corporate seal which when required will be
affixed by the corporate secretary or assistant secretary.

                      ARTICLE X. AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.

           ARTICLE XI. SHARE RIGHTS OF THE CORPORATION

Section 1. Repurchase of Shares/First Right of Refusal.  The corporation shall
have the first right of refusal to purchase any of the shares of the
corporation offered for sale at any time by any shareholder.

This first right of refusal shall exist with regard to all or any portion of
the shares of stock in the corporation, that is to say that the corporation
need not purchase all of the stock of a shareholder, but may purchase any
portion thereof as the corporation deems desirable under the circumstances.

The purchase price for the stock so purchased shall be the book value of the
stock as determined from the last financial statement prepared by the
independent accountant for the corporation adjusted for those items so
recommended by such accountant to make the statement fairly representative of
the operations of the corporation.

The corporation may waive its first right of refusal provided that it is
unanimously agreed to by the shareholders of the corporation. The payment for
the shares of stock purchased pursuant to the terms of this first right of
refusal shall be paid over a period of five years at an interest rate of ten
percent, with the first payment to be due at the time that the corporation
exercises its option pursuant to this Article.

Only after the terms of the foregoing bylaw have been strictly complied with,
and the corporation has waived its right to purchase in a writing signed by
all of the shareholders of the corporation, may a shareholder offer
his/hers/its shares of stock in the corporation for sale on the open market.

          ARTICLE XII. PROCEDURE FOR CONDUCTING MEETINGS

All shareholder and director meetings shall be conducted in accordance with
the rules and procedures set forth in the most current edition of "Robert's
Rules of Order" unless otherwise agreed among the directors.

A true copy adopted by the Board of Directors the 19th day of November, 1990.

Directors:                    ATTEST:


____________________________   ________________________________
                               Secretary

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