Exhibit 3(ii).2

                              BYLAWS
                                 
                                OF
                                 
                          SENSITRON INC.

                       ARTICLE I.  OFFICES

     Section 1.  Principal Office.  The principal office of the corporation
shall initially be located in Salt Lake City, Utah.  The corporation may from
time to time change the location of its principal office, within or without
the State of Utah, by designating the new address with the Utah Division of
Corporations and Commercial Code.  The corporation may have such other
offices, either within or without the State of Utah, as the business of the
corporation may require from time to time.

     Section 2.  Registered Office.  The registered office of the corporation
required by the Utah Revised Business Corporation Act (the "Act) to be
maintained in the State of Utah may be, but need not be, identical with the
principal office in the State of Utah, 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 on the first Monday in the month of June in each year, beginning
with the year 1995, at the hour of 10:00 o'clock a.m., or at such other time
on such other day within such month as shall be fixed by the board of
directors, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.  If the day fixed for the
annual meeting shall be a legal holiday in the State of Utah, 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 Meetings.  Special meetings of the shareholders,
for any purpose or purposes described in the meeting notice, unless otherwise
prescribed by statute, may be called by the president, the chairman of the
board of directors or by the board of directors, and shall be called by the
president at the request of the holders of outstanding shares of the
corporation representing at least ten percent of all the votes entitled to be
cast on any issue proposed to be considered at the special meeting, if such
shareholders sign, date, and deliver to the corporation=s secretary one or
more written demands for the meeting, stating the purpose or purposes for
which it is to be held.

          Section 3.  Place of Meeting.  The board of directors may designate
any place, either within or without the State of Utah, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors.  If the special meeting is called by the president or the chairman
of the board of directors, the officer calling the special meeting may
designate any place, either within or without the State of Utah, as the place
for that special meeting.  If a special meeting is called by the president at
the request of shareholders, the board of directors, or, if the board of
directors fails to act, the president, may designate a place, either within or
without the State of Utah, as the place of meeting for any special meeting.  A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Utah, as the place
for the holding of such meeting.  If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal
office of the corporation.

          Section 4.  Notice of Meeting.

          (a)     Required Notice.  Written notice stating the place, day and
time 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 (10) or more than sixty (60) 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 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 address as it appears
on the stock transfer books of the corporation, with postage thereon prepaid.

          (b)     Adjourned Meetings.  If an annual or special meeting is
adjourned to a different date, time or place, notice need not be given of the
new date, time, or place if the new date, time, or place is announced at the
meeting prior to adjournment.  If a new record date is or must be fixed under
the Utah Revised Business Corporation Act, new notice of the adjourned meeting
must be given to all shareholders of record who are entitled to vote at the
meeting.

          (c)     Waiver of Notice.  The shareholder may waive notice of the
meeting (or any notice required by the Utah Revised Business Corporation Act,
articles of incorporation, or bylaws), by a writing signed by the shareholder
entitled to the notice, which is delivered to the corporation (either before
or after the date and time stated in the notice) for inclusion in the minutes
or filing with the corporate records.

          A shareholder's attendance at a meeting:

          (1)     waives objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice; and

          (2)     waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when
it is presented.

          (d)     Contents of Notice.  The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called.  Except as provided in this Article II, Section 4(d), the
corporation's articles of incorporation, or otherwise in the Utah Revised
Business Corporation Act, the notice of an annual shareholder meeting need not
include a description of the purpose or purposes for which the meeting is
called.

          If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property outside the ordinary course of
business; (4) if all or substantially all of the corporation's assets consists
of its interest in an entity it controls, the sale, lease, exchange or other
disposition of all or substantially all of the property owned by that entity,
outside the ordinary course of business; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of the corporation's property.  If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or
may be, entitled to assert dissenter's rights, and must be accompanied by a
copy of Part 13 of the Utah Revised Business Corporation Act.

          Section 5.  Fixing of Record Date.

          (a)     By Board of Directors. 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 other
proper purpose, the board of directors of the corporation may fix in advance a
date as the record date.  Such record date shall not be more than 70 days
prior to the day on which the meeting is held or on which the action is taken.

          (b)     By Operation of Bylaw.  If no record date is so fixed by the
board for the determination of shareholders entitled to notice of, or to vote
at a meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution, the record date for determination of such
shareholders shall be at the close of business on:

          (1)     With respect to an annual shareholder meeting or any special
shareholder meeting called by the board or any person specifically authorized
by the board or these bylaws to call a meeting, the day before the first
notice is delivered to shareholders;

          (2)     With respect to a special shareholder's meeting demanded by
the shareholders, the president shall fix in advance a date as the record
date, which record date shall not be more than 70 days prior to the date on
which the meeting is held;

          (3)     With respect to the payment of a share dividend, the date
the board authorizes the share dividend;

          (4)     With respect to actions taken in writing without a meeting,
the date the first shareholder signs a consent;

          (5)     And with respect to a distribution to shareholders, (other
than one involving a repurchase or reacquisition of shares), the date the
board authorizes the distribution.

          (c)     Record Date Following Adjournment.  When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof  unless the board of directors fixes a new record date which it must
do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

          Section 6.  Shareholder Lists.  After a record date for a
shareholder's meeting has been fixed, the officer or agent having charge of
the transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to be given notice of that meeting, arranged in
alphabetical order, with the address of and the number of shares held by each. 
The list must be arranged by voting group and within each voting group by
class or series of shares.  The shareholder list must be available for
inspection by any shareholder, beginning on the earlier of ten days before the
meeting for which the list was prepared or two business days after notice of
the meeting is given and continuing through the meeting, and any meeting
adjournments.  The list shall be available at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting is to be held.  A shareholder, his agent, or attorney is entitled on
written demand to inspect and to copy the list at his or her expense during
regular business hours and during the period it is available for inspection. 
The corporation shall maintain the shareholder list in written form or in
another form capable of conversion into written form within a reasonable time.

          Section 7.  Shareholder Quorum and Voting Requirements.

          (a)     Action by Separate Voting Group.  If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

          (b)     Quorum Requirements for Voting Groups.  Shares entitled to
vote as a separate voting group may take action on a matter at a meeting only
if a quorum of those shares exists with respect to that matter.  Unless the
articles of incorporation or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a
quorum of that voting group for action on that matter.

          (c)     Action by Two or More Voting Groups.  If the articles of
incorporation or the Act provide for voting by two or more voting groups on a
matter, action on that matter is taken only when voted upon by each of those
voting groups counted separately.  Action may be taken by one voting group on
a matter even though no action is taken by another voting group entitled to
vote on the matter.

          (d)     Share Presence. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record date
is or must be set for that adjourned meeting.

          (e)     Voting Requirements.  If a quorum exists, action on a matter
(other than the election of directors) by a voting group is approved if the
votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the articles of incorporation or the Act require a
greater number of affirmative votes.

          Section 8.  Proxies.  At all meetings of shareholders, a shareholder
may vote in person or by proxy.  A shareholder may appoint a proxy to vote or
otherwise act for that shareholder by signing an appointment form either
personally or by its duly authorized attorney-in-fact.  The shareholder may
appoint a proxy by transmitting or authorizing the transmission of telegram,
teletype, or other electronic transmission, provided that the transmitted
appointment shall set forth or be transmitted with evidence from which it can
be determined that the shareholder transmitted or authorized the transmission
of the appointment.  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.

          (a)     One Share One Vote.  Unless otherwise provided in the
articles of incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

          (b)     Shares Held by Another Corporation.  Except as provided by
specific court order, no shares 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.  Provided, however, the prior sentence shall
not limit the power of the corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.

          (c)     Voting of Redeemable Shares.  Redeemable shares are not
entitled to vote after notice of redemption is mailed to the holders and a sum
sufficient to redeem the shares has been deposited with a bank, trust company,
or other financial institution under an irrevocable obligation to pay the
holders the redemption price on surrender of the shares.

          Section 10.  Corporation's Acceptance of Votes.

          (a)     Shareholder's Name Signed.  If the name signed on a vote,
consent, waiver, proxy appointment or proxy revocation corresponds to the name
of a shareholder, the corporation if acting in good faith, is entitled to
accept the vote, consent, waiver, proxy appointment or proxy revocation and
give it effect as the act of the shareholders.

          (b)     Other Than Shareholder's Name Signed. If the name signed on
a vote, consent, waiver, proxy appointment or proxy revocation does not
correspond to the name of a shareholder, the corporation, if acting in good
faith, is nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy revocation and give it effect as the act of the
shareholder if:

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

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

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

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

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

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

          (d)     No Liability for Accepting or Rejecting.  The corporation
and its officer or agent who accepts or rejects a vote, consent, waiver, proxy
appointment or proxy revocation in good faith and in accordance with the
standards of this section are not liable in damages to the shareholder for the
consequences of the acceptance or rejection.

          (e)     Action Presumed Valid.  Corporate action based on the
acceptance or rejection of a vote, consent, waiver, proxy appointment or proxy
revocation under this section is valid unless a court of competent
jurisdiction determines otherwise.

          Section 11.  Informal Action by Shareholders.

          (a)     Written Consents.  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 and without prior notice if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to take the action at a meeting at which all shares
entitled to vote thereon were present and voted, and delivered to the
corporation for inclusion in the minute book.
          (b)     Notice When Not Unanimous.  Unless the written consents of
all shareholders entitled to vote have been obtained, notice of any
shareholder approval without a meeting shall be given at least ten days before
the consummation of the action authorized by the approval to:

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

          (2)     those shareholders not entitled to vote and to whom the Act
requires that notice of the proposed action be given.

          (c)     Contents of Notice. The notice must contain or be
accompanied by the same material that would have been required to be sent in a
notice of meeting at which the proposed action would have been submitted to
the shareholders for action.

          (d)     Revocation of Consent.  Any shareholder giving a written
consent, or the shareholder's proxy holder, or a transferee of the shares or a
personal representative of the shareholder or their respective proxy holder,
may revoke the consent by a signed writing describing the action and stating
that the shareholder's prior consent is revoked, if the writing is received by
the corporation prior to the effectiveness of the action.

          (e)    Time Limitation.  An action taken pursuant to this Section is
not effective unless all written consents on which the corporation relies are
received within a sixty (60) day period and not revoked.

          (f)     Effective Date of Action by Consent. An action taken
pursuant to this Section is effective as of the date the last written consent
necessary to effect the action is received by the corporation unless all of
the consents necessary to effect the action specify a later date as the
effective date and that date is not more than 70 days after the date the first
shareholder signed the written consent.

          (g)     Election of Directors. Directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.

          Section 12.  Voting for Directors. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

          Section 13.  Shareholder's Rights to Inspect Corporate Records.

          (a)     Minutes and Accounting Records.  The corporation shall keep
as permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee
of the board of directors in place of the board of directors on behalf of the
corporation, and a record of all waivers of notices of meetings of
shareholders, meetings of the board of directors, or any meetings of
committees of the board of directors.  The corporation shall maintain
appropriate accounting records.
          (b)     Absolute Inspection Rights of Records Required at Principal
Office.  If a shareholder gives the corporation written notice of the
shareholder's demand at least five business days before the date on which the
shareholder wishes to inspect and copy, a shareholder (or the shareholder's
agent or attorney) has the right to inspect or copy, during regular business
hours any of the following records, all of which the corporation is required
to keep at its principal office:

           (1)     its articles or restated articles of incorporation and an
amendments to them currently in effect,

           (2)     its bylaws or restated bylaws and all amendments to them
currently in effect;

           (3)     all financial statements prepared for the periods ending
during the last three years that show in reasonable detail the corporation's
assets and liabilities and the results of its operations;

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

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

           (6)     a list of the names and business addresses of its current
directors and officers; and

           (7)     its most recent annual report delivered to the Department
of Commerce, Division of Corporations and Commercial Code.

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

          (1)     excerpts from minutes of any meeting, records of any action
taken by the board of directors, or of a committee of the board of directors
while acting on behalf of the corporation in place of the board of directors,
minutes of any meeting of the shareholders, and records of action taken by the
shareholders without a meeting, and waivers of notices of any meeting of the
shareholders, or any meeting of the board of directors, or of any meeting of a
committee of the board of directors;
     
          (2)     accounting records of the corporation; and

          (3)     the record of shareholders (compiled no earlier than the
date of the shareholders demand.)
          (d)     Copy Costs.  The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic, or
other means.  The corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to the
shareholder.  The charge may not exceed the estimated cost of production or
reproduction of the records.

          (e)     Shareholder Includes Beneficial Owner.  For purposes of this
Section 13, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

          Section 14.  Financial Statements. Upon the written request of any
shareholder, the corporation shall mail to him or her, its most recent annual
or quarterly financial statements showing in reasonable detail its assets and
liabilities and the results of its operations.

                 ARTICLE III.  BOARD OF DIRECTORS
                 --------------------------------

          Section 1.  General Powers. Unless the articles of incorporation or
a shareholder agreement executed by all shareholders pursuant to Section 16-
10a-732 of the Act have dispensed with or limited the authority of the board
of directors by describing who will perform some or all of the duties of a
board of directors, all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of the board of directors.

          Section 2.  Number, Tenure and Qualifications.  The number of
directors of the corporation shall be not less than the number of shareholders
entitled to vote for the election of directors, if the corporation has fewer
than three such shareholders, nor more than nine (9) as determined, from time
to time, by the shareholders or the board of directors.  Each director shall
hold office until the next annual meeting of shareholders or until removed. 
If a director's term expires, he or she shall continue. to serve until his
successor shall have been elected and qualified or until there has been a
decrease in directors.  Directors need not be residents of the State of Utah
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.  Such meetings may be held
by telephone or by any other means of communication by which all directors
participating may hear each other during the meeting. 

          Section 4.  Special Meetings.  Special meetings of the board of
directors may be called by or at tile request of the president or the chairman
of the board of directors 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.  Such meetings
may also be held by telephone or by any other means of communication by which
all directors participating may hear each other during the meeting.
     
          Section 5.  Notice.

          (a)     General Provisions.  Regular meetings of the board of
directors may be held without notice of the date, place, time and purpose of
the meeting.  Notice of any special meeting, however, 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 or telephonic
facsimile.  If mailed, such notice shall be deemed to be effective at the
earlier of, (1) when received; (2) five days after deposited in the United
States mail, addressed to the director's business office, with postage thereon
prepaid; or (3) the date shown on the return receipt if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director.  If notice is given by telegram such notice shall be
deemed to be effective when the telegram is delivered to the telegraph
company.  If notice is given by telephonic facsimile, such notice shall be
deemed to be effective when the transmission is confirmed by or on behalf of
the director.  If notice is given by private courier, such notice shall be
deemed to be effective when acknowledgment of delivery is signed by or on
behalf of the director.

          (b)     Waiver.  Any director may waive notice of any meeting. 
Except as provided in this section 5(b), the waiver must be in writing, signed
by the director entitled to the notice and filed with the minutes or corporate
records.  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 and at the
beginning of the meeting, or promptly upon the director's arrival, objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice, and does not thereafter vote for or assent to
action taken at the meeting.

          (c)     Content.  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
pursuant to 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 Acting.

          (a)     Voting Requirements.  The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the
act of the board of directors, unless the articles of incorporation, these
bylaws, or the Act require a greater percentage.
     

          (b)     Appropriate Means of Communication.  Unless the articles of
incorporation provide otherwise, any or all directors may participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting.  A director participating in a meeting by
this means is deemed to be present in person at the meeting.

          (c)     Effect of Presence at Meeting. A director who is present at
a meeting of the board of directors or a committee of the board of directors
when corporate action is taken is deemed to have assented to the action taken
unless: (1) he objects at the beginning of the meeting (or promptly upon his
arrival) to holding it or transacting business at the meeting; or (2) his
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (3) he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting.  This right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

          Section 8.  Director Action Without a Meeting.  Unless the articles
of incorporation, these bylaws, or the Act provide otherwise, any action
required or permitted to be taken by the board of directors at a meeting may
be taken without a meeting if all directors consent to the action in writing. 
Action taken by consents is effective when the last director signs a writing
describing the action taken, unless, prior to that time, any director has
revoked a consent by a writing signed by the director and received by the
secretary or other person authorized by the board of directors to receive a
revocation, or unless the consent specifies a different effective date.  A
signed consent has the effect of a meeting vote and may be described as such
in any document.

          Section 9.  Removal of Directors.  The shareholders may remove one
or more directors at a meeting called for that purpose if notice has been
given that a purpose of the meeting is such removal.  The removal may be with
or without cause unless the articles provide that directors may only be
removed with cause.  If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in
the vote to remove him.  If cumulative voting is authorized, a director may
not be removed if the number of votes sufficient to elect him under cumulative
voting is voted against his removal.  If cumulative voting is not authorized,
a director may be removed only if the number of votes cast to remove him
exceeds the number of votes cast not to remove him.

          Section 10.  Vacancies.

          (a)     Who May Fill Vacancy.  Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors:

               (1)     the shareholders may fill the vacancy;

               (2)     the board of directors may fill the vacancy; or

               (3)     if the directors remaining in office constitute fewer
than a quorum of the board, they may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office.

          (b)     Directors Elected by a Voting Group.  Unless otherwise
provided in the articles of incorporation, if the vacant office was held by a
director elected by a voting group of shareholders:

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

          (2)     only the holders of shares of that voting group are entitled
to vote to fill the vacancy if it is filled by the shareholders.

          (c)     Filling Future Vacancies.  A vacancy that will occur at a
specific later date, by reason of a resignation effective at a later date or
otherwise, may be filled before the vacancy occurs, but the new director may
not take office until the vacancy occurs.

          (d)     Term of New Director.  The term of a director elected to
fill a vacancy expires at the next shareholders' meeting at which directors
are elected.  However, if his term expires, he shall continue to serve until
his successor is elected and qualifies or until there is a decrease in the
number of directors.

          Section 11.  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, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the board of directors or both. 
No such payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.

          Section 12.  Director Committees.

          (a)     Creation of Committees. The board of directors may create
one or more committees and appoint members of the board of directors to serve
on them.  Each committee must have two or more members, who serve at the
pleasure of the board of directors.

          (b)     Selection of Members.  The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation or bylaws to take such
action.
          (c)     Required Procedures.  Provisions of this Article III, which
govern meetings, action without meetings, notice and waiver, of notice, quorum
and voting requirements of the board of directors, apply to committees and
their members.

          (d)     Authority.  Each Committee may exercise those aspects of the
authority of the board of directors which the board of directors confers upon
such committee in the resolution creating the committee.


                      ARTICLE IV.  OFFICERS
                      ----------------------

          Section 1.  Number.  The officers of the corporation shall be a
president and a secretary, each of whom shall be elected by the board of
directors.  Such other officers and assistant officers, including a chairman
of the board, treasurer and any vice presidents, as may be deemed necessary
may be elected or appointed by the board of directors.  If specifically
authorized by the board of directors, an officer may appoint one or more
officers or assistant officers.  Any two or more offices may be held
simultaneously by the same person.

          Section 2.  Appointment and Term of Office.  The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors.  The designation of a specified term
grants to the officer no contract rights, and the board can remove the officer
at any time prior to the termination of such term.  If no term is specified,
they shall hold office until they resign, die, or until they are removed in
the manner provided hereafter.

          Section 3.  Removal.  Any officer or agent may be removed by the
board of directors at any time, with or without cause.  Such removal shall be
without prejudice to the contract rights, if any, of the person so removed. 
Appointment of an officer or agent shall not of itself create contract rights.

          Section 4.  Resignation.  An officer may resign at any time by
giving written notice of the resignation to the corporation.  The resignation
is effective when the notice is received by the corporation, unless a later
effective date is specified.  If the resignation is effective at a later date,
the board of directors may remove the officer at any time before the effective
date and fill the resulting vacancy, or the board may allow the officer to
remain in office until the effective date and fill the pending vacancy before
the effective date if the board provides that the successor does not take
office until the effective date.

          Section 5.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.

          Section 6.  Chief Executive Officer.  The board of directors may
designate one of the officers as chief executive officer.  He shall have,
subject to the supervision and direction of the board of directors, general
supervision of the business, property, and affairs of the corporation and the
powers vested in him by the board of directors, by law or by these bylaws or
which usually attach or pertain to such office.

          Section 7.  Chairman of the Board.  If appointed, the chairman of
the board shall have the powers and duties vested in him by the board of
directors, by law or by these Bylaws.  He shall preside at meetings of the
board of directors.

          Section 8.  The 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.  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 9.  The Vice-President.  If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the
vicepresident (or in the event there be more than one vice-president, the
vice-presidents in the order designated at the time of their appointment, or
in the absence of any designation, then in the order of their appointment)
shall perform the duties of the president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the president.  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 10.  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 bylaws 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 under its seal
is duly authorized; (d) when requested or required, authenticate any records
of the corporation, (e) keep a register of the post office address of each
shareholder; (f) 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; (g) have general charge of
the stock transfer books of the corporation; and (h) 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;
provided that the Secretary may delegate the responsibilities set forth in
clauses (e) and (g) above to the duly appointed stock transfer agent of the
corporation.

          Section 11.  The Treasurer.  If appointed, the treasurer shall: (a)
have charge and custody of and be responsible for all funds and securities of
the corporation; (b) receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article V; (c) in
general perform all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him by the president or
by the board of directors; and (d) if there is no vice-president, then the
Treasurer shall perform such duties of the president.  If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the board of
directors shall determine.

          Section 12.  Assistant Secretaries and Assistant Treasurers.  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 or the treasurer, respectively, or by the president or the board of
directors.

          Section 13.  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 contacted 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.  INDEMNIFICATION
                  -----------------------------

          Section 1.  Indemnification of Directors.

          (a)     Mandatory Indemnification.  Unless limited by the articles
of incorporation, the corporation shall indemnify a director who was
successful, on the merits or otherwise, in the defense of any proceeding, or
in the defense of any claim, issue, or matter in the proceeding, to which he
or she was a party because he or she is or was a director of the corporation,
against reasonable expenses incurred by him or her in connection with the
proceeding or claim with respect to which he or she has been successful.

          (b)     Other Authority to Indemnify. If not covered by subsection
(a), and unless otherwise provided in the articles of incorporation, the
corporation shall indemnify any individual made a party to a proceeding
because he or she is or was a director of the corporation, against liability
incurred in the proceeding, but only if the corporation has authorized the
payment in accordance with Utah Code Ann. Section 16-10a-906(l) and a
determination has been made in accordance with the procedures set forth in
Utah Code Ann. Section 16-10a-906(2) that the director met the standards of
conduct in paragraph (1) below.

          (1)     Standard of Conduct. The individual shall demonstrate that:

                 (i)     he conducted himself in good faith; and

                 (ii)     he reasonably believed that his conduct was in, or
not opposed to, the corporations best interests; and

                 (iii)     in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

          (2)     No Indemnification Permitted in Certain Circumstances.  The
corporation shall not indemnify a director under this Section l(b)of Article
VI:
                 (i)     in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation;
or

                 (ii)     in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.

          (3)     Indemnification in Derivative Actions Limited.
Indemnification permitted under this Section 1(b) of Article VI in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

          Section 2.  Advance Expenses for Directors.  If a determination is
made that the director has met the following requirements; and if an
authorization of payment is made, following the procedures and standards set
forth in Utah Code Ann. Section 16-10a-906(l) then, unless otherwise provided
in the articles of incorporation, the corporation shall pay for or reimburse
the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding, if:

          (a)    the director furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of conduct described in
Section 1(b) of this Article VI;
     
          (b)     the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of conduct (which
undertaking must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment); and

          (c)     a determination is made that the facts then known to those
making the determination would not preclude indemnification under Section 1(b)
of this Article VI or the Utah Revised Business Corporation Act.

          Section 3.  Indemnification of Officers, Agents, and Employees Who
are Not Directors.

          (a)     Unless the articles provide otherwise, an officer is
entitled to mandatory indemnification to the same extent as a director under
Section l(a) of this Article VI.

          (b)     Unless otherwise provided in the articles of incorporation,
the board of directors may indemnify and advance expenses to any officer,
employee, fiduciary, or agent of the corporation, who is not a director of the
corporation, to any extent consistent with public policy, including to a
greater extent than that allowed by law for directors, as determined by the
general or specific action of the board of directors by contract.

          Section 4.  Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the corporation, or who, while serving as a director,
officer, employee, fiduciary or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of another corporation, person, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status in any such capacity, whether or not the corporation
would have the power to indemnify him against any such liability under the
provisions of this Article VI or the laws of the State of Utah, as the same
may hereafter be amended or modified.

     ARTICLE VII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 1.  Certificates for Shares.

          (a)     Content.  Certificates representing shares of the
corporation shall at minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of Utah, the name of the
person to whom issued; and the number and class of shares and the designation
of the series, if any, the certificate represents; and be in such form as
determined by the board of directors.  Such certificates shall be signed
(either manually or, if countersigned by the duly appointed stock transfer
agent of the corporation, by facsimile) by the president or a vice-president
and by the secretary or an assistant secretary and may be sealed with a
corporate seal of a facsimile thereof.  Each certificate for shares shall be
consecutively numbered or otherwise identified.

          (b)     Legend as to Class or Series.  If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences and limitations
applicable to each class and the variations in relative rights, preferences
and limitations determined for each series (and the authority of the board of
directors to determine variations for any existing or future class or series)
must be summarized on the front or back of each certificate.  Alternatively,
each certificate may state conspicuously on its front or back that the
corporation will furnish the shareholder this information on request in
writing and without charge.

          (c)    Restrictions on Transfer.  Any restriction on the transfer or
registration of transfer of shares must be noted conspicuously on the front or
back of the share certificate.

          (d)     Shareholder List. 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 transfer books of the corporation.

          (e)     Transferring Shares.  All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.

          Section 2.  Registration of the Transfer of Shares.  Registration of
the transfer of shares of the corporation shall be made only on the transfer
books of the corporation.  To register a transfer, the record owner shall
surrender the shares to the corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective.  Unless the corporation has
established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the owner, the person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

          Section 3.  Restrictions on Transfer of Shares.
          
          (a)     Restrictions Permitted. The board of directors (or
shareholders) may impose restrictions on the transfer or registration of
transfer of shares (including any security convertible into, or carrying a
right to subscribe for or acquire shares).  A restriction does not affect
shares issued before the restriction was adopted unless the holders of the
shares are parties to the restriction agreement or voted in favor of the
restriction.

          (b)     Authorized Purposes for Restrictions.  A restriction on the
transfer or registration of transfer of shares may be authorized:

          (1)     to maintain the corporations status when it is dependent on
the number or identity of its shareholders;

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

          (3)     to provide continuity in the ownership and management of the
corporation; or

          (4)     for any other reasonable purpose.

          (c)    Types of Restrictions Authorized.  A restriction on the
transfer or registration of transfer of shares may:

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

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

          (3)     require the corporation, any of its shareholders or any one
or more persons to approve the transfer or registration of transfer of the
restricted shares, if the requirement is not manifestly unreasonable;

          (4)     require the shareholder to establish compliance with federal
and state laws regarding registration of the offer and sale of securities; or

          (5)     prohibit the transfer or the registration of a transfer of
the restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.
                    
          (d)     Disclosure of Restrictions Required. A restriction on the
transfer or registration of transfer of shares is valid and enforceable
against the holder or a transferee of the holder if the restriction is
authorized by this section or the Act and its existence is noted conspicuously
on the front or back of the share certificate or is contained in the
information statement required by Section 2 of this Article VII with regard to
shares issued without certificates.  Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

          Section 4.  Corporations Acquisition of Shares.

          (a)     Acquisition Authorized.  Subject to the restrictions
contained in Utah Code Ann. Section 16-10a-640(3), the corporation may acquire
its own shares and the shares so acquired constitute authorized but unissued
shares.

          (b)     When Amendment of Articles Required.  If the articles of
incorporation prohibit the reissue of acquired shares, the number of
authorized shares is reduced by the number of shared acquired, effective upon
amendment of the articles of incorporation, which amendment shall be adopted
by the board of directors without shareholder action.  The articles of
amendment must be delivered to the Utah Department of Commerce, Division of
Corporations and Commercial Code and must set forth:

          (1)     the name of the corporation;

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

          (4)     a statement that the amendment was adopted by the board of
directors without shareholder action and that shareholder action was not
required.

                    ARTICLE VIII.  FISCAL YEAR
                   ---------------------------

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

                    ARTICLE IX.  DISTRIBUTIONS
                    --------------------------

          The board of directors may authorize, and the corporation may make,
distributions (including dividends on its outstanding shares) in the manner,
and upon the terms and conditions provided by law and the corporations
articles of incorporation.

                    ARTICLE X.  CORPORATE SEAL
                   ---------------------------

          The board of directors may in its discretion provide a corporate
seal.

                     ARTICLE XI.  AMENDMENTS
                     -----------------------

          Section 1.  Restrictions on Amendments.  The corporations board of
directors may amend or repeal the corporation bylaws unless:

          (a)     the articles of incorporation or the Act reserve this power
exclusively to the shareholders in whole or in part; or

          (b)     the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend
or repeal that bylaw.

          Section 2.  Amendment by Shareholders.  The corporations
shareholders may amend or repeal the corporations bylaws even though the
bylaws may also be amended or repealed by its board of directors.

                  ARTICLE XI.  EMERGENCY BYLAWS
                  ------------------------------

          The following provisions shall be effective during an emergency
which is defined as when a quorum of the corporations directors cannot be
readily assembled because of some catastrophic event.

          During such emergency:

               (a)     Notice of Board Meetings.  Any one member of the board
of directors or any one of the following officers: president, any vice
president, secretary, or treasurer, may call. a meeting of the board of
directors.  Notice of such meeting need to given only to those directors whom
it is practicable to reach, and may be given in any practical manner,
including by publication and radio.  Such notice shall be given at least six
hours prior to commencement of the meeting.

          (b)     Temporary Directors and Quorum.  One or more officers of the
corporation present at the emergency board meeting, as is necessary to achieve
a quorum, shall be considered to be directors for the meeting, and shall. so
serve in order of rank, and within the same rank, in order of seniority.  In
the event that less than a quorum of the directors are present (including any
officers who are to serve as directors for the meeting), those directors
present (including the officers serving as directors) shall. constitute a
quorum.

          (c)     Actions Permitted to be Taken.  The board as constituted in
paragraph (b), and after notice as set forth in paragraph (a) may:

          (1)     Officers' Powers.  Prescribe emergency powers to any officer
of the corporation;

          (2)     Delegation of Any Power.  Delegate to any officer or
director, any of the powers of the board of directors;

          (3)     Lines of Succession.  Designate lines of succession of
officers and agents, in the event that any of them are unable to discharge
their duties;

          (4)     Relocate Principal Place of Business. Relocate the principal
place of business, or designate successive principal places of business;

          (5)     All Other Action. Take any other action, convenient,
helpful, or necessary to carry on the business of the corporation.

        ARTICLE XIII.  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 Roberts
Rules of Order.

     A true copy adopted by the board of directors the 5th day of January,
1995.


                                   ATTEST:


                                   /s/ Jehu Hand
                                   -------------
                                   Secretary