Exhibit 3(ii).3


                             BY-LAWS
                                OF
                         FLEXPOINT, INC.

                       ARTICLE I - OFFICES

      The principal office of the corporation in the State of Utah shall be
located at 11193 S. Star Circle, Sandy, Utah  84092.  The corporation may have
such other offices, either within or without the State of incorporation as the
board of directors may designate or as the business of the corporation may
from time to time require.

                    ARTICLE II - SHAREHOLDERS

1.  ANNUAL MEETING.

       The annual meeting of the shareholders shall be held on the 15th day of
January in each year, beginning with the year 1996 at the hour of 5:00 o'clock
p.m., 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 such meeting shall be held on the next
succeeding business day.

2.  SPECIAL MEETINGS.

       Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the president after
written demand to the secretary of the corporation by at least 10 percent of
all the outstanding shares of the corporation entitled to vote at the meeting.

3.  PLACE OF MEETING.

       The directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the 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 unless otherwise
prescribed by statute, as the place for holding 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.

4.  MEETING BY TELECOMMUNICATION.

       Shareholders may participate in any annual or special meeting through
any means of communication in accordance with Utah Code Annotated 16-10a-708
(1992).

5.  NOTICE OF MEETING.

       Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than
sixty 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 officer or persons
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/her
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.

6.  QUORUM.

       At any meeting of shareholders 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 said number of
the outstanding shares is 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 notified.  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.

7.  PROXIES.

       At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his/her duly authorized attorney
in fact.  Such proxy shall be filed with the secretary of the corporation
before or at the time of the meeting.

8.  VOTING.

       Each shareholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such shareholders.  Upon the demand of any shareholder, the
vote for directors shall be by ballot.  All elections for directors shall be
decided by plurality vote; all other questions shall be decided by majority
vote except as otherwise provided by the Certificate of Incorporation or the
laws of this State.

9.  ORDER OF BUSINESS.

       The order of business at all meetings of the shareholders, shall be as
follows:

       1.  Roll Call.

       2.  Proof of notice of meeting or waiver of notice.

       3.  Reading of minutes of preceding meeting.

       4.  Reports of Officers.

       5.  Reports of Committees.

       6.  Election of Directors.

       7.  Unfinished Business.

       8.  New Business.

10.  INFORMAL ACTION BY SHAREHOLDERS.

       Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other 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

1.  GENERAL POWERS.

       The business and affairs of the corporation shall be managed by its
board of directors.  The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.

2.  NUMBER, TENURE AND QUALIFICATIONS.

       The number of directors of the corporation shall be three (3).  Each
director shall hold office until the next annual meeting of the shareholders
and until his/her successor shall have been elected and qualified.

3.  REGULAR MEETINGS.

       A regular meeting of the 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 directors may provide, by resolution, the time
and place for the holding of additional regular meetings without other notice
than such resolution.

4.  SPECIAL MEETINGS.

       Special meetings of the directors may be called by or at the request of
the president or any director.  The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.

5.  NOTICE.

       Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his/her business address.  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 is delivered to the
telegraph company.  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.

6.  QUORUM.

       At any meeting of the directors a majority of the directors shall
constitute a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

7.  MANNER OF ACTING.

       The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the directors.

8.  NEWLY CREATED DIRECTORSHIP AND VACANCIES.

       Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority of
the directors then in office, although less than a quorum exists.  Vacancies
occurring by reason of the removal of directors without cause shall be filled
by vote of the shareholders.  A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the
unexpired term of his/her predecessor.

9.  REMOVAL OF DIRECTORS.

       Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board.  Directors may be removed without
cause only by vote of the shareholders.

10.  RESIGNATION.

       A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation.  Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the board or such officer, and the acceptance of the resignation
shall not be necessary to make it effective.

11.  COMPENSATION.

       No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized. 
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

12.  PRESUMPTION OF ASSENT.

       A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his/her dissent shall be entered
in the minutes of the meeting or unless he/she shall file his/her 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.

13.  EXECUTIVE AND OTHER COMMITTEES.

       The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of two or more
directors.  Each such committee shall serve at the pleasure of the board.

                      ARTICLE IV - OFFICERS

1.  NUMBER.

       The officers of the corporation shall be a president, vice president,
and secretary/treasurer, each of whom shall be elected by the directors.  Such
other officers and assistant officers as may be deemed necessary may be
elected or appointed by the directors.

2.  ELECTION AND TERM OF OFFICE.

       The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the shareholders.  Each officer shall hold office until his/her
successor shall have been duly elected and shall have qualified or until
his/her death or until he/she shall resign or shall have been removed in the
manner hereinafter provided.

3.  REMOVAL.

       Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

4.  VACANCIES.

       A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.

5.  PRESIDENT.

       The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. 
He/she shall, when present, preside at all meetings of the shareholders and of
the directors.  He/she may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the directors, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or
other instruments which the directors have authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated
by the directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by laws 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 directors from time to time.

6.  VICE-PRESIDENT.

       In the absence of the president or in the event of his/her death,
inability or refusal to act, the vice-president 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.  The vice-president shall perform
such other duties as from time to time may be assigned to him/her by the
President or by the directors.

7.  SECRETARY.

       The secretary shall keep the minutes of the shareholders' and of the
directors' meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these by-laws
or as required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder, have general
charge of the stock transfer books of the corporation and 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/her by the president or by the directors.

8.  TREASURER.

       If required by the directors, the treasurer shall give a bond for the
faithful discharge of his/her duties in such sum and with such surety or
sureties as the directors shall determine.  He/she shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these by-laws and in general perform all of the
duties incident to the office of treasurer and such other duties as from time
to time may be assigned to him/her by the president or by the directors.

9.  SALARIES.

       The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he/she is also a director of the corporation.

        ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.  CONTRACTS.

       The 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 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 directors.  Such authority may be general or confined to
specific instances.

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
directors.

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 directors may select.

     ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.  CERTIFICATES FOR SHARES.

       Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors.  Such certificates shall be
signed by the president and by the secretary or by such other officers
authorized by law and by the directors.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and address of the
shareholders, 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 certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the directors may prescribe.

2.  TRANSFERS OF SHARES.

       (a)  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, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at its principal
office.

       (b)  The corporation shall be entitled to treat the holder of record of
any share 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, except as expressly provided by the laws of this state.

                    ARTICLE VII - FISCAL YEAR

       The fiscal year of the corporation shall begin on the 1st day of
January in each year.


                     ARTICLE VIII - DIVIDENDS

       The 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.

                  ARTICLE IX - WAIVER OF NOTICE

       Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions
of these by-laws or under the provisions of the articles of incorporation, 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.

                      ARTICLE X - AMENDMENTS

       These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the shareholders representing a majority of all the
shares issued and outstanding, at any annual shareholders' meeting when the
proposed amendment has been set out in the notice of such meeting.

       IN WITNESS WHEREOF, I, Jules A. deGreef, Recording Secretary of
Flexpoint, Inc., a Utah corporation, hereby attest that these By-Laws are
approved by a majority vote of the Board of Directors held this 6th day of
January, 1995, at Salt Lake City, Utah.


                            /s/ Jules de Greef
                            ________________________________
                            Recording Secretary