EXHIBIT 3.1
\
                           AMENDED AND RESTATED BYLAWS

                                       OF

                                   uWink, Inc.
                               A Utah Corporation

                               Organized Under the
                              Utah Revised Business
                                 Corporation Act

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<TABLE>
<CAPTION>

                      INDEX TO AMENDED AND RESTATED BYLAWS

                                       OF

                                   UWINK, INC.

                                                                                                            Page

<S>                                                                                                          <C>
ARTICLE I OFFICES.............................................................................................1
   Section 1.01 Business Offices..............................................................................1
   Section 1.02 Principal Office..............................................................................1
   Section 1.03 Registered Office.............................................................................1

ARTICLE II SHAREHOLDERS.......................................................................................1
   Section 2.01 Annual Meeting................................................................................1
   Section 2.02 Special Meetings..............................................................................2
   Section 2.03 Place of Meetings.............................................................................2
   Section 2.04 Notice of Meetings............................................................................2
   Section 2.05 Fixing of Record Date.........................................................................3
   Section 2.06 Shareholder List for Meetings.................................................................4
   Section 2.07 Shareholder Quorum and Voting Requirements....................................................4
   Section 2.08 Increasing Quorum or Voting Requirements......................................................5
   Section 2.09 Proxies.......................................................................................5
   Section 2.10 Voting of Shares..............................................................................5
   Section 2.11 Corporation's Acceptance of Votes.............................................................6
   Section 2.12 Action Without a Meeting......................................................................7
   Section 2.13 Meetings by Telecommunication.................................................................8
   Section 2.14 Voting Trusts and Agreements..................................................................8
   Section 2.15 Voting for Directors..........................................................................8
   Section 2.16 Maintenance of Records and Shareholder Inspection Rights......................................8
   Section 2.17 Financial Statements and Share Information....................................................9
   Section 2.18 Dissenters' Rights............................................................................9
   Section 2.19 Shares Held by Nominees......................................................................10

ARTICLE III BOARD OF DIRECTORS...............................................................................10
   Section 3.01 General Powers...............................................................................10
   Section 3.02 Number, Tenure and Qualifications............................................................10
   Section 3.03 Resignation..................................................................................10
   Section 3.04 Removal......................................................................................11
   Section 3.05 Vacancies....................................................................................11
   Section 3.06 Regular Meetings.............................................................................11
   Section 3.07 Special Meetings.............................................................................11
   Section 3.08 Place of Meetings -- Meetings by Telephone...................................................11
   Section 3.09 Notice of Meetings...........................................................................12
   Section 3.10 Waiver of Notice.............................................................................12
   Section 3.11 Quorum and Manner of Acting..................................................................12
   Section 3.12 Action Without a Meeting.....................................................................13

</TABLE>

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<TABLE>
<CAPTION>

<S>        <C>                                                                                              <C>
   Section 3.13 Altering Quorum or Voting Requirements.......................................................13
   Section 3.14 Compensation.................................................................................13
   Section 3.15 Committees...................................................................................13
   Section 3.16 Standards of Conduct.........................................................................14
   Section 3.17 Limitation of Liability......................................................................14
   Section 3.18 Liability for Unlawful Distributions.........................................................15
   Section 3.19 Conflicting Interest Transactions............................................................15

ARTICLE IV OFFICERS..........................................................................................15
   Section 4.01 Number and Qualifications....................................................................15
   Section 4.02 Appointment and Term of Office...............................................................15
   Section 4.03 Removal and Resignation of Officers..........................................................16
   Section 4.04 Authority and Duties.........................................................................16
   Section 4.05 Surety Bonds.................................................................................17
   Section 4.06 Compensation.................................................................................17

ARTICLE V STANDARDS OF CONDUCT FOR OFFICERS AND DIRECTORS....................................................18
   Section 5.01 Standards of Conduct.........................................................................18
   Section 5.02 Reliance on Information and Reports..........................................................18
   Section 5.03 Limitation on Liability......................................................................18

ARTICLE VI INDEMNIFICATION...................................................................................19
   Section 6.01 Indemnification of Directors.................................................................19
   Section 6.02 Advance Expenses for Directors...............................................................20
   Section 6.03 Indemnification of Officers, Employees, Fiduciaries, and Agents..............................20
   Section 6.04 Insurance....................................................................................20
   Section 6.05 Scope of Indemnification.....................................................................21
   Section 6.06 Other Rights and Remedies....................................................................21
   Section 6.07 Severability.................................................................................21

ARTICLE VII STOCK............................................................................................21
   Section 7.01 Issuance of Shares...........................................................................21
   Section 7.02 Certificates for Shares; Shares Without Certificates.........................................22
   Section 7.03 Restrictions on Transfer of Shares Permitted.................................................23
   Section 7.04 Acquisition of Shares by the Corporation.....................................................23

ARTICLE VIII AMENDMENTS TO BYLAWS............................................................................24
   Section 8.01 Authority to Amend...........................................................................24
   Section 8.02 Bylaw Changing Quorum or Voting Requirement for Shareholders.................................24
   Section 8.03 Bylaw Changing Quorum or Voting Requirement for Directors....................................24

ARTICLE IX MISCELLANEOUS.....................................................................................25
   Section 9.01 Corporate Seal...............................................................................25
   Section 9.02 Fiscal Year..................................................................................25

</TABLE>

                                       ii
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                           AMENDED AND RESTATED BYLAWS


                                       OF

                                   UWINK, INC.

    APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS DATED DECEMBER 4, 2003.


                                    ARTICLE I

                                     OFFICES

      Section 1.01 Business  Offices.  The  corporation may have such offices as
the Board of Directors may from time to time determine or as the business of the
corporation may from time to time require.

      Section 1.02 Principal  Office.  The principal  office of the  corporation
shall be located at any place either within or outside Utah as may be designated
in the most  recent  document  on file  with the Utah  Department  of  Commerce,
Division  of  Corporations  and  Commercial  Code  (the  "Division")   providing
information  regarding the principal office of the corporation.  The corporation
shall maintain at its principal  office a copy of such corporate  records as may
be required by Section 1601 of the Utah Revised  Business  Corporation  Act (the
"Act") and Section 2.16 of these bylaws.

      Section 1.03 Registered  Office.  The registered office of the corporation
required  by  Section  501 of the  Act to be  maintained  in Utah  shall  be the
registered office as originally so designated in the  corporation's  articles of
incorporation or subsequently designated as the corporation's  registered office
in  the  most  recent  document  on  file  with  the  Division   providing  such
information. The corporation shall maintain a registered agent at the registered
office,  as  required  by  Section  501 of the Act.  The  registered  office and
registered  agent may be changed  from time to time as provided in Sections  502
and 503 of the Act.

                                   ARTICLE II

                                  SHAREHOLDERS

      Section 2.01 Annual Meeting.  The annual meeting of shareholders  shall be
held each  year on a date and at a time  designated  by the Board of  Directors.
However,  if the day fixed for the annual  meeting  is a legal  holiday in Utah,
then the meeting shall be held at the same time and place on the next succeeding
business  day. At the meeting,  directors  shall be elected and any other proper
business may be  transacted.  If the election of directors  shall not be held on
the day designated herein for any annual meeting of the shareholders,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a  meeting  of the  shareholders  as soon  thereafter  as may be  convenient.
Failure to hold an annual  meeting as required by these  bylaws shall not affect
the validity of any corporate  action or work a forfeiture or dissolution of the
corporation. (Section 701 of the Act).


<PAGE>

      Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, by such officers or persons as may
be  authorized  by the Bylaws to call a special  meeting,  or by the  holders of
shares  representing  at least ten percent (10%) of all the votes entitled to be
cast on any issue  proposed to be considered  at the meeting,  all in accordance
with Section 702 of the Act.

      Section  2.03 Place of  Meetings.  Each  annual or special  meeting of the
shareholders shall be held at such place,  either within or outside Utah, as may
be designated by the Board of Directors. In the absence of any such designation,
meetings shall be held at the principal office of the corporation. (Sections 701
and 702 of the Act).

      Section 2.04 Notice of Meetings.

            (a)  Required   Notice.   The  corporation   shall  give  notice  to
shareholders of the date,  time, and place of each annual and special meeting of
shareholders  no fewer than ten (10) nor more than  sixty  (60) days  before the
meeting date, in accordance with the requirements of Sections 103 and 705 of the
Act.  Unless  otherwise  required by law or the articles of  incorporation,  the
corporation is required to give the notice only to shareholders entitled to vote
at  the  meeting.   The  notice   requirement  will  be  excused  under  certain
circumstances  with respect to shareholders  whose  whereabouts are unknown,  as
provided in Section 705(5) of the Act.

            If the proposed  corporate action creates  dissenters'  rights,  the
notice must be sent to all  shareholders of the corporation as of the applicable
record date,  whether or not they are  entitled to vote at the meeting  (Section
1320(1) of the Act).

            (b)  Contents of Notice.  The notice of each  special  meeting  must
include a description of the purpose or purposes for which the meeting is called
(see Section 702(4) of the Act). Except as provided in this Section 2.04(b),  or
as  otherwise  required by the Act,  other  applicable  law, or the  articles of
incorporation, notice of an annual 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:  (1) a
proposed  amendment to the  articles of  incorporation  (Section  1003(4) of the
Act); (2) a plan of merger or share exchange  (Section  1103(4) of the Act); (3)
the sale,  lease,  exchange or other disposition of all, or substantially all of
the corporation's  property (Section 1202(5) of the Act); (4) the dissolution of
the corporation  (Section  1402(4) of the Act); or (5) the removal of a director
(Section  808(4) of the Act),  the notice must so state and be  accompanied by a
copy  or  summary   of  the   transaction   documents,   as  set  forth  in  the
above-referenced sections of the Act.

            If the proposed  corporate action creates  dissenters'  rights,  the
notice  must  state  that  shareholders  are,  or may  be,  entitled  to  assert
dissenters' rights, and must be accompanied by a copy of Part 13 of the Act (see
Section 1320(1) of the Act).

            (c)  Adjourned  Meeting.   If  any  annual  or  special  meeting  of
shareholders is adjourned to a different  date,  time or place,  then subject to
the  requirements of the following  sentence notice need not be given of the new
date,  time and place if the new  date,  time and  place  are  announced  at the
meeting  before  adjournment.  If the  adjournment  is for more than thirty (30)
days, or if after the adjournment a new record date for the adjourned meeting is
or must be fixed under  Section 707 of the Act and Section 2.05 of these bylaws,
notice of the adjourned  meeting must be given pursuant to the  requirements  of
paragraph  2.04(a) of these bylaws to shareholders of record entitled to vote at
the meeting, as provided in Section 705(4)(b) of the Act.


                                       2
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            (d) Waiver of Notice.  A shareholder may waive notice of any meeting
(or any other notice required by the Act, the articles of incorporation or these
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 as the date and time when any action will  occur),  for  inclusion in
the minutes or filing with the corporation  records. A shareholder's  attendance
at a meeting:  (a) 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 (b) 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. (Section 706 of the Act).

      Section  2.05  Fixing of  Record  Date.  For the  purpose  of  determining
shareholders  of any voting  group  entitled to: (i) notice of or to vote at any
meeting of shareholders or any adjournment  thereof;  (ii) take action without a
meeting;   (iii)  demand  a  special  meeting;   (iv)  receive  payment  of  any
distribution  or share  dividend;  or (v) take any  other  action,  the board of
directors  may fix in advance a date as the record  date (as  defined in Section
102(28) of the Act) for one or more voting groups. As provided in Section 707(3)
of the Act, a record date fixed pursuant to such section may not be more than 70
days  prior  to  the  date  on  which  the  particular   action  requiring  such
determination  of  shareholders  is to be taken.  If no record date is otherwise
fixed by the board as provided herein, then the record date for the purposes set
forth below shall be the close of business on the dates indicated:

            (a) With  respect to a  determination  of  shareholders  entitled to
notice of and to vote at an annual or special meeting of  shareholders,  the day
before the first notice is delivered to shareholders  (see Section 707(2) of the
Act);

            (b) With  respect to a  determination  of  shareholders  entitled to
demand a special  meeting of shareholders  pursuant to Section  702(1)(b) of the
Act, the later of (i) the earliest date of any of the demands  pursuant to which
the  meeting is  called,  and (ii) the date that is sixty days prior to the date
the first of the  written  demands  pursuant  to which the  meeting is called is
received by the corporation (see Section 702(2) of the Act);

            (c) With respect to a determination  of  shareholders  entitled to a
share  dividend,  the date the board  authorizes the share dividend (see Section
623(3) of the Act);

            (d) With respect to a determination of shareholders entitled to take
action  without a meeting  (pursuant to Section 2.12 of these bylaws and Section
704 of the Act) or entitled to be given  notice of an action so taken,  the date
the first  shareholder  delivers  to the  corporation  a writing  upon which the
action is taken (see Section 704(6) of the Act); and

            (e) With respect to a determination  of  shareholders  entitled to a
distribution (other than one involving a purchase or reacquisition of shares for
which no record date is necessary),  the date the board of directors  authorizes
the distribution (see Section 640(2) of the Act).


                                       3
<PAGE>

            A determination of shareholders  entitled to notice of or to vote at
any meeting of  shareholders  is effective  for any  adjournment  of the meeting
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 (see Section 707(4) of the Act).

      Section 2.06  Shareholder  List for Meetings.  The officer or agent having
charge of the stock transfer books for shares of the corporation shall prepare a
list of the names of all  shareholders  entitled  to be given  notice of, and to
vote at, each meeting of  shareholders,  in compliance with the  requirements of
Section 720 of the Act.  The list must be  arranged  by voting  group and within
each voting group by class or series of shares. The list must be in alphabetical
order  within  each class or series of shares and must show the  address of, and
the number of shares held by, each  shareholder.  The  shareholder  list must be
available for inspection by any shareholder, beginning on the earlier of (i) ten
days before the meeting for which the list was  prepared,  or (ii) two  business
days after notice of the meeting is given,  and  continuing  through the meeting
and any adjournments  thereof.  The list must 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  or a  shareholder's  agent or
attorney is entitled on written  demand to the  corporation,  and subject to the
provisions  of Sections  720,  1602 and 1603 of the Act, to inspect and copy the
list  during  regular  business  hours,  during the period it is  available  for
inspection.  The  list  is to be  available  at the  meeting  for  which  it was
prepared, and any shareholder or any shareholder's agent or attorney is entitled
to inspect the list at any time  during the  meeting for any purpose  germane to
the meeting.  The  shareholder  list is to be  maintained  in written form or in
another form capable of  conversion  into written form within a reasonable  time
(see Section 1601(4) of the Act).

      Section 2.07 Shareholder Quorum and Voting  Requirements.  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.

      Shares  entitled to vote as a separate  voting  group may take action on a
matter at a meeting only if a quorum of such shares  exists with respect to that
matter.  Unless the  articles  of  incorporation,  a bylaw  adopted  pursuant to
Section  2.08  hereof,  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 group for action on that matter.

      If the articles of  incorporation or the Act provides 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.  One voting group may
vote on a matter even though another voting group entitled to vote on the matter
has not voted.

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


                                       4
<PAGE>

      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 within the voting group opposing
the action,  unless the articles of  incorporation,  a bylaw adopted pursuant to
Section 2.08 hereof, or the Act requires a greater number of affirmative  votes.
(See  Sections  725 and 726 of the  Act).  Those  matters  as to  which  the Act
provides for a special  voting  requirement,  typically  requiring the vote of a
majority of all votes  entitled to be cast,  or a majority of all voting  shares
within each voting group which is entitled to vote  separately,  include certain
amendments to the articles of incorporation, mergers, sales of substantially all
corporate assets, and dissolution of the corporation.

      Section 2.08  Increasing  Quorum or Voting  Requirements.  As specified in
Section 727 of the Act, the articles of incorporation  may provide for a greater
quorum or voting requirement for shareholders, or voting groups of shareholders,
than is provided for by the Act. An  amendment to the articles of  incorporation
that  changes or deletes a greater  quorum or voting  requirement  must meet the
same  quorum  requirement  and be  adopted  by the same vote and  voting  groups
required to take action under the quorum and voting requirements then in effect.
Pursuant  to  Section  1021  of  the  Act,  if  authorized  by the  articles  of
incorporation, the shareholders may adopt, amend, or repeal a bylaw that fixes a
greater  quorum or voting  requirement  for  shareholders,  or voting  groups of
shareholders,  than is  required  by the Act.  Any such action is subject to the
provisions  of Part 7 of the Act. A bylaw that fixes a greater  quorum or voting
requirement for  shareholders as set forth in the preceding  sentence may not be
adopted, amended, or repealed by the board of directors.

      Section 2.09 Proxies.  At all meetings of shareholders,  a shareholder may
vote in person or by proxy.  A  shareholder  may  appoint a proxy by  signing an
appointment form, either personally or by the shareholder's attorney-in-fact, or
by any of the  other  means  set  forth  in  Section  722 of the  Act.  A  proxy
appointment  is valid for  eleven  months  unless a longer  period is  expressly
provided in the appointment  form. The  effectiveness  and revocability of proxy
appointments are governed by Section 722 of the Act.

      Section 2.10 Voting of Shares.  Unless otherwise  provided in the articles
of  incorporation,  in Section 721 of the Act,  or other  applicable  law,  each
outstanding  share,  regardless  of class,  is  entitled  to one vote,  and each
fractional share is entitled to a corresponding  fractional vote, on each matter
voted on at a shareholders' meeting. Only shares are entitled to vote.

      Except as otherwise  provided by specific court order as  contemplated  by
Section  721(2) of the Act,  shares of this  corporation  are not entitled to be
voted or to be counted in  determining  the total number of  outstanding  shares
eligible  to be voted if they are owned,  directly  or  indirectly,  by a second
corporation,  domestic  or  foreign,  and this  corporation  owns,  directly  or
indirectly,  a majority  of the shares  entitled  to vote for  directors  of the
second  corporation.  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.  Redeemable shares are not entitled to be voted 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.


                                       5
<PAGE>

      Section 2.11  Corporation's  Acceptance of Votes.  If the name signed on a
vote,  consent,  waiver,  proxy  appointment,  or proxy  appointment  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  appointment  revocation and give it effect as the act of the shareholder,
as provided in Section 724 of the Act.

      If the name signed on a vote, consent, waiver, proxy appointment, or proxy
appointment  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 appointment  revocation and
give it effect  as the act of the  shareholder  if:  (a) the  shareholder  is an
entity  and the name  signed  purports  to be that of an officer or agent of the
entity;

            (b)  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 appointment revocation;

            (c) 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, waiver, proxy appointment, or proxy appointment revocation;

            (d) 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 appointment revocation;

            (e) 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-tenants or fiduciaries  and the person signing appears to be acting on behalf
of all co-tenants or fiduciaries; or

            (f) the acceptance of the vote, consent,  waiver, proxy appointment,
or proxy  appointment  revocation is otherwise proper under rules established by
the corporation that are not inconsistent  with the provisions of Section 724 of
the Act.

            If  shares  are  registered  in the  names  of two or more  persons,
whether fiduciaries,  members of a partnership,  co-tenants, husband and wife as
community  property,   voting  trustees,   persons  entitled  to  vote  under  a
shareholder voting agreement or otherwise, or if two or more persons,  including
proxyholders,  have the same fiduciary relationship  respecting the same shares,
then unless the secretary of the  corporation or other officer or agent entitled
to tabulate  votes is given written notice to the contrary and is furnished with
a copy of the instrument or order  appointing them or creating the  relationship
wherein  it is so  provided,  their acts with  respect to voting  shall have the
effects set forth in Section 724(3) of the Act.

      The  corporation  is entitled  to reject a vote,  consent,  waiver,  proxy
appointment,  or proxy appointment  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.


                                       6
<PAGE>

      The  corporation  and its  officer or agent who accepts or rejects a vote,
consent,  waiver,  proxy  appointment,  or proxy appointment  revocation in good
faith and in  accordance  with the  standards  of Section 724 of the Act are not
liable in damages to the shareholder  for the  consequences of the acceptance or
rejection.

      Corporate action based on the acceptance or rejection of a vote,  consent,
waiver,  proxy appointment,  or proxy appointment  revocation under this section
and Section  724 of the Act is valid  unless a court of  competent  jurisdiction
determines otherwise.

      Section 2.12 Action Without a Meeting.  Unless  otherwise  provided in the
articles of  incorporation,  and subject to the provisions of Section 704 of the
Act,  any  action  required  or  permitted  to be  taken  at a  meeting  of  the
shareholders may be taken without a meeting and without prior notice,  if one or
more consents in writing,  setting forth the action so taken, shall be signed by
the holders of  outstanding  shares  having no less than the  minimum  number of
votes that would be  necessary  to  authorize or take the action at a meeting at
which all shares  entitled to vote thereon  were  present and voted.  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.  Such notice
shall meet the requirements of, and be delivered to all shareholders  identified
in, Section 704(2) of the Act.

      Any  shareholder   giving  a  written   consent,   or  the   shareholder's
proxyholder,  personal  representative  or transferee  may revoke a 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, as provided in Section 704(3) of the Act.

      An action taken by written consent of the  shareholders as provided herein
is not effective unless all written consents on which the corporation relies for
the taking of the  action are  received  by the  corporation  within a sixty day
period.  An action so taken is effective as of the date the last written consent
necessary to effect the action is received by the corporation, unless all of the
written  consents  necessary  to effect the  action  specify a later date as the
effective  date of the  action,  in  which  case  the  later  date  shall be the
effective date of the action.

      Unless  otherwise  provided in these bylaws,  the written  consents may be
received by the  corporation by  electronically  transmitted  facsimile or other
form of  communication  providing the corporation  with a complete copy thereof,
including a copy of the signature thereto.

      Notwithstanding  the other provisions of this bylaw,  directors may not be
elected by written  consent  except by unanimous  written  consent of all shares
entitled to vote for the election of directors.

      As set forth in Section  2.05(d)  above,  if not  otherwise  determined as
permitted  by the  Act  and  these  bylaws,  the  record  date  for  determining
shareholders  entitled to take action  without a meeting or entitled to be given
notice of any action so taken is the date the first shareholder  delivers to the
corporation a writing upon which the action is taken.


                                       7
<PAGE>

      An action taken by written consent of the  shareholders as provided herein
has the same effect as action taken at a meeting of shareholders,  and may be so
described in any document.

      Section 2.13 Meetings by Telecommunication. As permitted by Section 708 of
the  Act,  unless  otherwise  provided  in  these  bylaws,  any  or  all  of the
shareholders may participate in an annual or special meeting of shareholders by,
or the meeting may be conducted  through the use of, any means of  communication
by which all persons participating in the meeting can hear each other during the
meeting. A shareholder participating in a meeting by this means is considered to
be present in person at the meeting.

      Section 2.14 Voting Trusts and  Agreements.  Voting trusts and  agreements
may be entered into among the  shareholders in compliance with the  requirements
of Sections 730, 731 and 732 of the Act.

      Section  2.15  Voting for  Directors.  Unless  otherwise  provided  in the
articles of  incorporation  or the Act,  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,  in accordance with the  requirements  and procedures
set forth in Section  728 of the Act.  Cumulative  voting is  permitted  only if
specifically provided in the articles of incorporation.

      Section 2.16 Maintenance of Records and Shareholder Inspection Rights.

            (a) Corporate  Records.  As required by Section 1601 of the Act, 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,  a record of all actions
taken on behalf of the  corporation  by a committee of the board of directors in
place of the board of  directors,  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  also  maintain
appropriate  accounting and shareholder records as required by the statute.  The
corporation  shall keep at its  principal  office  those  corporate  records and
documents  identified in Section  1601(5) of the Act and listed in the following
paragraph.

            (b)  Inspection  Rights of Records  Required  at  Principal  Office.
Pursuant  to Section  1602(1)  of the Act,  a  shareholder  or  director  of the
corporation  (or such  person's  agent or  attorney)  who gives the  corporation
written  notice of the demand at least five  business  days before the  proposed
inspection  date,  has the right to inspect and copy,  during  regular  business
hours, any of the following records, all of which the corporation is required to
keep at its principal office:

                  (i) its articles of incorporation as then in effect;

                  (ii) its bylaws as then in effect;

                  (iii) the minutes of all shareholders'  meetings,  and records
of all  actions  taken by  shareholders  without a  meeting,  for the past three
years;

                  (iv) 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;


                                       8
<PAGE>

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

                  (vi) its most recent annual report  delivered to the Division;
and

                  (vii) all  financial  statements  prepared for periods  ending
during the last three years that a shareholder  could request under Section 1605
of the Act.

            (c)  Conditional  Inspection  Rights.  In addition to the inspection
rights set forth in paragraph (b) above,  as provided in Section  1602(2) of the
Act, a shareholder  or director of the  corporation  (or such person's  agent or
attorney)  who gives the  corporation  a written  demand in good faith and for a
proper purpose at least five business days before the requested inspection date,
and describes in the demand with reasonable  particularity  the records proposed
to be inspected  and the purpose of the  inspection,  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:

                  (i)  excerpts  from  minutes of meetings  of, and from actions
taken by, the  shareholders,  the board of directors,  or any  committees of the
board of directors,  to the extent not subject to inspection under paragraph (b)
of this Section 2.16;

                  (ii) accounting records of the corporation; and

                  (iii) the record of shareholders (compiled no earlier than the
date of the demand for inspection).

      For the  purposes  of  paragraph  (c),  a proper  purpose  means a purpose
reasonably  related  to the  demanding  party's  interest  as a  shareholder  or
director. A party may not use any information obtained through the inspection or
copying of records  permitted by this  paragraph (c) for any purposes other than
those set forth in a proper demand as described  above,  and the officers of the
corporation are authorized to take appropriate  steps to ensure  compliance with
this limitation.

      Section 2.17 Financial Statements and Share Information.  Upon the written
request  of any  shareholder,  the  corporation  shall  mail  to the  requesting
shareholder:

                  (i) its most recent annual or quarterly  financial  statements
showing in reasonable  detail its assets and  liabilities and the results of its
operations, as required by Section 1605 of the Act; and

                  (ii) the  information  specified by Section 625(3) of the Act,
regarding  the  designations,  preferences,  limitations,  and  relative  rights
applicable  to each  class and  series of  shares  of the  corporation,  and the
authority of the board of directors to determine  variations for any existing or
future class or series, as required by Section 1606 of the Act.


                                       9
<PAGE>

      Section 2.18 Dissenters' Rights. Each shareholder of the corporation shall
have the right to dissent from,  and obtain  payment of the fair value of shares
held  by  such  shareholder  in the  event  of,  any of  the  corporate  actions
identified in Section 1302 of the Act or otherwise designated in the articles of
incorporation, these bylaws, or in a resolution of the board of directors.

      Section  2.19 Shares Held by  Nominees.  As provided in Section 723 of the
Act, the Board of Directors is authorized to establish for the corporation  from
time to time such  procedures as the directors may determine to be  appropriate,
by which the  beneficial  owner of shares  that are  registered  in a nominee is
recognized by the corporation as a shareholder.

                                   ARTICLE III

                               BOARD OF DIRECTORS

      Section  3.01 General  Powers.  As provided in Section 801 of the Act, 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
board of  directors,  subject to any  limitation  set forth in the  articles  of
incorporation or in a shareholder agreement permitted by Section 732 of the Act.

      Section  3.02  Number,   Tenure  and   Qualifications.   Unless  otherwise
specifically  provided  in the  articles  of  incorporation,  and subject to the
provisions of Section 803 of the Act, the number of directors of the corporation
shall be not less than 3 nor more than 7. The exact number of directors shall be
3, until changed,  within the limits  specified  above, by a bylaw amending this
Section 3.2 duly  adopted by the board of  directors  or the  shareholders.  The
indefinite number or range of directors may be changed, or a definite number may
be fixed  without the  provision  for an  indefinite  number,  by a duly adopted
amendment to the articles of incorporation or by an amendment to this bylaw duly
approved by the outstanding shares entitled to vote.

      Each  director  shall  hold  office  until  the  next  annual  meeting  of
shareholders  (unless the articles of  incorporation  provide for staggering the
terms of directors  as  permitted  by Section 806 of the Act) or until  removed.
However,  a director  whose term  expires  shall  continue  to serve  until such
director's  successor  shall have been elected and qualified or until there is a
decrease in the  authorized  number of directors.  No decrease in the authorized
number  of  directors  shall  have  the  effect  of  shortening  the term of any
incumbent director. Unless required by the articles of incorporation,  directors
do not need to be residents of Utah or shareholders of the corporation.

      If the  articles  of  incorporation  authorize  dividing  the shares  into
classes or series, the articles of incorporation may also authorize the election
of all or a specified  number or portion of  directors  by the holders of one or
more authorized  classes or series of shares,  as provided in Section 804 of the
Act. A class or series of shares  entitled to elect one or more  directors  is a
separate voting group for purposes of the election of directors.

      Section 3.03 Resignation.  Any director may resign at any time by giving a
written notice of resignation to the  corporation.  A director's  resignation is
effective when the notice is received by the corporation,  or on such later date
as may be specified in the notice of resignation. (Section 807 of the Act).


                                       10
<PAGE>

      Section 3.04 Removal. The shareholders may remove one or more directors at
a meeting called for that purpose, as contemplated by Section 808 of the Act, if
the meeting  notice  states that a purpose of the meeting is such  removal.  The
removal  may be with or without  cause  unless  the  articles  of  incorporation
provide that  directors may be removed only for 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  the  director.  If the  articles  of
incorporation  provide for  cumulative  voting for the election of directors,  a
director  may not be  removed  if a number  of  votes  sufficient  to elect  the
director under such cumulative  voting is voted against  removal.  If cumulative
voting is not in effect,  a director  may be removed only if the number of votes
cast to remove the director exceeds the number of votes cast against removal.

      Section  3.05  Vacancies.  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, the vacancy may be filled
by the shareholders or the board of directors (as provided in Section 810 of the
Act). 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.

      t 6 0 If the vacant office was held or is to be held by a director elected
by a voting group of shareholders, only the holders of the shares of that voting
group  are  entitled  to  vote  to  fill  the  vacancy  if it is  filled  by the
shareholders.  If such vacancy is to be filled by the  directors and one or more
of the other directors  elected by the same voting group are serving,  only they
are entitled to vote to fill the vacancy.

      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.

      The terms of directors  elected to fill vacancies  generally expire at the
next  annual  shareholders'  meeting.  If a new  director  is  elected to fill a
vacancy in a position having a term extending beyond the date of the next annual
meeting of  shareholders,  the term of such new  director is governed by Section
805(4) of the Act.

      Section 3.06 Regular Meetings.  Regular meetings of the board of directors
may be held without notice of the date, time, place or purposes of the meetings,
if the times of such meetings are fixed by resolution of the board of directors.
(Section 820 of the Act)

      Section 3.07 Special Meetings.  Special meetings of the board of directors
may be called by or at the request of the  president  or any one  director.  The
person or persons  authorized to call special meetings of the board of directors
may fix the time and place of the meetings so called. (Section 820 of the Act)

      Section  3.08 Place of Meetings --  Meetings  by  Telephone.  The board of
directors  may hold regular or special  meetings in or out of the State of Utah.
Unless the articles of incorporation or bylaws provide  otherwise,  the board of
directors may permit any or all directors to 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 hear each other during
the meeting (Section 820(2) of the Act).


                                       11
<PAGE>

      Section  3.09 Notice of Meetings.  Unless the  articles of  incorporation,
bylaws, or the Act provide otherwise,  regular meetings of the board may be held
without notice of the date, time, place, or purposes of the meeting.  Unless the
articles of  incorporation  or bylaws  provide  for a longer or shorter  period,
special  meetings  of the board of  directors  must be  preceded by at two days'
notice of the date, time, and place of the meeting. The notice need not describe
the  purpose  of  the  special  meeting  unless  required  by  the  articles  of
incorporation, bylaws, or the Act. (Section 822 of the Act)

      The giving of notice of any  meeting,  shall be  governed by the rules set
forth in Section 103 of the Act.

      Section  3.10  Waiver of  Notice.  Any  director  may waive  notice of any
meeting  before or after the date of the meeting,  as provided in Section 823 of
the Act. Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice,  and delivered to the corporation
for  filing  with  the  corporate  records  (but  delivery  and  filing  are not
conditions to its effectiveness). A director's attendance at or participation in
a meeting  waives any required  notice to the director of the meeting unless the
director  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.

      Section  3.11 Quorum and Manner of Acting.  As set forth in Section 824 of
the Act,  unless the  articles  of  incorporation  or these  bylaws  establish a
different quorum  requirement,  a quorum of the board of directors consists of a
majority of the number of directors fixed or prescribed in accordance with these
bylaws,  except that if a variable-range  board is permitted by these bylaws and
no resolution  prescribing  the exact number  within the  permitted  range is in
effect,  then a quorum  consists  of a majority  of the number of  directors  in
office immediately  before the meeting.  The articles of incorporation or bylaws
may  authorize  a quorum of the board of  directors  to consist of no fewer than
one-third of the fixed or prescribed number of directors.  Any adjustment of the
then applicable quorum  requirement is subject to the provisions of Section 1022
of the Act and Section 3.13 of these bylaws.

      The  affirmative  vote of a majority of directors  present at a meeting at
which a quorum is present  when the vote is taken  shall be the act of the board
of directors,  unless the articles of incorporation,  bylaws, or the Act require
the vote of a greater vote of directors.  Any action to change the percentage of
directors  needed to take action is subject to the provisions of Section 1022 of
the Act and Section 3.13 of these bylaws.

      As set forth in Section  824(4) of the Act, a director who is present at a
meeting of the board of directors when  corporate  action is taken is considered
to have assented to the action taken at the meeting unless:

                  (i) the director  objects at the  beginning of the meeting (or
promptly  upon  arrival) to holding the meeting or  transacting  business at the
meeting and does not  thereafter  vote for or assent to any action  taken at the
meeting;


                                       12
<PAGE>

                  (ii)  the  director   contemporaneously   requests  that  such
director's  dissent or abstention as to any specific  action be entered into the
minutes of the meeting; or

                  (iii) the  director  causes  written  notice  of a dissent  or
abstention as to any specific action to be received by the presiding  officer of
the meeting  before  adjournment of the meeting or by the  corporation  promptly
after  adjournment  of the meeting.  The right of dissent or  abstention as to a
specific  action is not available to a director who votes in favor of the action
taken.

      Section   3.12  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 the  directors  consent  in  writing  to the action as
permitted by Section 821 of the Act.  Action is considered to have been taken by
such written  consents 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 an  authorized  officer of the
corporation. An action so taken is effective at the time it is taken, unless the
board of directors  establishes a different  effective  date. An action taken by
written  consent of the  directors  as  described  in this  section has the same
effect as action taken at a meeting of directors and may be described as such in
any document.

      Section  3.13  Altering  Quorum or Voting  Requirements.  As  provided  in
Section  1022 of the  Act,  a  bylaw  that  fixes a  greater  quorum  or  voting
requirement  for the  board  of  directors  than is  required  by the Act may be
amended or repealed:

                  (i) if  originally  adopted by the  shareholders,  only by the
shareholders, unless the bylaw specifically provided that it could be amended by
a vote of either the shareholders or the board of directors; or

                  (ii) if originally  adopted by the board of directors,  by the
shareholders or, unless  otherwise  provided in the articles of incorporation or
bylaws, by the board of directors.

      Action by the board of  directors  to amend or repeal a bylaw that changes
the quorum or voting  requirement  for the board of directors must meet the same
quorum requirement and be adopted by the same vote required to take action under
the quorum and voting  requirement  then in effect or  proposed  to be  adopted,
whichever is greater.

      Section 3.14  Compensation.  Unless otherwise  provided in the articles of
incorporation  or these bylaws,  the board of directors may fix the compensation
of  directors,  as  permitted  by  Section  811 of the  Act.  Pursuant  to  this
authority,  the directors may, by  resolution,  provide for directors to be paid
their 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  capacity  and  receiving
compensation therefor.

      Section 3.15 Committees.

            (a) Creation of Committees.  Unless the articles of incorporation or
these bylaws  provide  otherwise,  a 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 (Section 825 of the Act).




                                       13
<PAGE>

            (b) Selection of Committee Members.  The creation of a committee and
appointment of members to it must be approved by the greater of:

                  (i) a majority of all the  directors in office when the action
is taken; or

                  (ii) the  number of  directors  required  by the  articles  of
incorporation  or bylaws to take action under Section 824 of the Act and Section
3.11 of these bylaws.

            (c)  Required  Procedures.  Sections  820  and 824 of the  Act,  and
Sections  3.06  through 3.11 of these  bylaws,  which  govern  meetings,  action
without meeting, notice, waiver of notice, and quorum and voting requirements of
the board of directors, apply to committees and their members as well.

      t 12 (d)  Authority.  Unless limited by the articles of  incorporation  or
these bylaws,  each committee may exercise those aspects of the authority of the
board of  directors  (as set forth in Section 801 of the Act and Section 3.01 of
these  bylaws) which the board of directors  confers upon such  committee in the
resolution creating the committee.

            (e) Impact on Duty of  Directors.  The  creation of,  delegation  of
authority to, or action by a committee does not alone constitute compliance by a
director with the  standards of conduct  described in Section 840 of the Act and
referenced in Section 3.16 of these bylaws.

      Section 3.16  Standards  of Conduct.  Each  director is to discharge  such
director's duties as a director, including duties as a member of a committee, in
compliance with the standards of conduct set forth in Section 840 of the Act and
described in Article V of these bylaws.

      Section 3.17  Limitation of  Liability.  If not already so provided in the
articles of incorporation of this corporation,  the corporation,  as provided in
Section 841 of the Act, may eliminate or limit the liability of directors to the
corporation or to its  shareholders for monetary damages for any action taken or
any failure to take action as a director,  by an  amendment  to its  articles of
incorporation,  or by the adoption of a bylaw or resolution approved by the same
percentage of  shareholders  as would be required to approve an amendment to the
articles of  incorporation  to include such  provision.  No such  provision  may
eliminate or limit the liability of a director for:

                  (i) the amount of a financial  benefit  received by a director
to which the director is not entitled;

                  (ii) an intentional  infliction of harm on the  corporation or
the shareholders;

                  (iii) an unlawful  distribution  in violation of the standards
set forth in  Section  824 of the Act as  referenced  in  Section  3.18 of these
bylaws;

                  (iv) an intentional violation of criminal law; or


                                       14
<PAGE>

                  (v) liability for any act or omission  occurring  prior to the
date such a provision becomes effective.

      Section 3.18  Liability for Unlawful  Distributions.  A director who votes
for or  assents to a  distribution  made in  violation  of the  requirements  of
Section  640 of the Act or the  articles  of  incorporation,  and who  does  not
discharge  such duties in compliance  with the standards of conduct set forth in
Section 840 of the Act and referenced in Sections 3.16 and 5.01 of these bylaws,
is personally liable to the corporation for the amount by which the distribution
exceeds the amount  that could have been  properly  distributed,  as provided in
Section 842 of the Act.

      Section 3.19 Conflicting  Interest  Transactions.  Transactions in which a
director has a conflicting  interest will be handled in accordance with Sections
850 to 853 of the Act.  In  accordance  with  such  sections,  each  "director's
conflicting  interest  transaction" as defined therein,  which has not otherwise
been  established  to be  fair to the  corporation,  is to be  presented  to the
shareholders for approval in accordance with Section 853 of the Act, or approved
by the directors in compliance with the requirements of Section 822 of the Act.

      Directors  may  take  action  with  respect  to a  director's  conflicting
interest  transaction by the affirmative  vote of a majority of those "qualified
directors"  (defined in Section 850 of the Act as  essentially  those  directors
without  conflicting  interests with respect to the transaction) on the board of
directors  or on a duly  empowered  and  constituted  committee of the board who
voted on the transaction after receipt of the "required  disclosure" (as defined
in Sections 850 and 852(2) of the Act). For purposes of such action,  a majority
of the qualified directors on the board or on the committee, as the case may be,
constitutes  a quorum.  Such action is not affected by the presence or vote of a
director who is not a qualified director.

ARTICLE IV

OFFICERS

      Section 4.01 Number and  Qualifications.  The officers of the  corporation
shall be a president, a secretary, a treasurer,  each of whom shall be appointed
by the board of directors. The corporation may also have such other officers and
assistant officers as the board of directors in its discretion may determine, by
resolution,  to be appropriate,  including a chairman of the board,  one or more
vice-presidents,  a controller,  assistant secretaries and assistant treasurers.
All such officers  shall be appointed by the board of directors,  except that if
specifically authorized by the board of directors, an officer may appoint one or
more  officers or  assistant  officers  (see  Section 830 of the Act).  The same
individual may simultaneously hold more than one office in the corporation.

      Section  4.02  Appointment  and  Term  of  Office.  The  officers  of  the
corporation  shall be  appointed  by the board of  directors  (or, to the extent
permitted by Section 4.01 above,  by an officer  specifically  authorized by the
board to make such  appointments),  for such terms as may be  determined  by the
board of directors. Neither the appointment of an officer nor the designation of
a specified term creates or grants to the officer any contract  rights,  and the
board can remove the  officer at any time prior to the  termination  of any term
for which the officer may have been  appointed.  If no other term is  specified,
officers shall hold office until they resign,  die, or until they are removed or
replaced  in the manner  provided in Section  4.03 below,  or Section 832 of the
Act.


                                       15
<PAGE>

      Section 4.03 Removal and Resignation of Officers.  Any officer or agent of
the corporation may be removed or replaced by the board of directors at any time
with or without cause, as permitted by Section 832 of the Act. The election of a
replacement  officer  shall  constitute  the  removal of the  person  previously
holding such office.  An officer may resign at any time by giving written notice
of the resignation to the  corporation.  Resignations  shall become effective as
provided in Section 832 of the Act. An officer's resignation or removal does not
affect the contract rights of the parties, if any (See Section 833 of the Act).

      Section 4.04 Authority and Duties.  The officers of the corporation  shall
have  the  authority  and  perform  the  duties  specified  below  and as may be
additionally specified by the president,  the board of directors or these bylaws
(and in all cases  where the duties of any  officer  are not  prescribed  by the
bylaws or by the board of  directors,  such officer  shall follow the orders and
instructions  of the  president),  except that in any event each  officer  shall
exercise such powers and perform such duties as may be required by law:

            (a)  President.  The president  shall,  subject to the direction and
supervision of the board of directors, (i) be the chief executive officer of the
corporation  and have general and active control of its affairs and business and
general supervision of its officers,  agents and employees; (ii) unless there is
a chairman of the board,  preside at all  meetings of the  shareholders  and the
board of directors;  (iii) see that all orders and  resolutions  of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the  office  of  president  and as  from  time to time  may be  assigned  to the
president by the board of directors.  The director may sign,  with the secretary
or any other proper officer of the  corporation  authorized to take such action,
certificates for shares of the corporation. The president may also sign, subject
to such  restrictions and limitations as may be imposed from time to time by the
board of directors,  deeds,  mortgages,  bonds,  contracts or other  instruments
which have been duly approved for execution.

            (b) Vice-Presidents. The vice-president, if any (or if there is more
than one then each vice-president), shall assist the president and shall perform
such duties as may be assigned by the  president  or by the board of  directors.
The  vice-president,  if there  is one (or if  there  is more  than one then the
vice-president  designated  by the  board of  directors,  or if there be no such
designation then the vice-presidents in order of their election),  shall, at the
request  of  the  president,  or in the  event  of the  president's  absence  or
inability  or refusal to act,  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 the issuance of which have
been authorized by resolution of the board of directors.  Vice-presidents  shall
perform  such other  duties as from time to time may be  assigned to them by the
president or by the board of directors. Assistant vice-presidents, if any, shall
have such  powers and  perform  such  duties as may be  assigned  to them by the
president or by the board of directors.


                                       16
<PAGE>

            (c) Secretary.  The secretary shall: (i) have responsibility for the
preparation and  maintenance of minutes of the  proceedings of the  shareholders
and of the board of directors;  (ii) have responsibility for the preparation and
maintenance  of the other  records  and  information  required to be kept by the
corporation  under  Section  1601 of the Act and Section  2.17 of these  bylaws;
(iii) see that all notices are duly given in accordance  with the  provisions of
these  bylaws  or as  required  by the  Act or  other  applicable  law;  (iv) be
custodian of the corporate records and of any seal of the corporation;  (v) when
requested or required,  authenticate any records of the corporation; (vi) keep a
register of the post office address of each shareholder which shall be furnished
to the  secretary  by such  shareholder;  (vii)  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; (viii)
have general charge of the stock transfer books of the  corporation,  unless the
corporation  has a  transfer  agent;  and (ix) in  general  perform  all  duties
incident to the office of secretary,  including those identified in the Act, and
such other  duties as from time to time may be assigned to the  secretary by the
president or the board of directors.  Assistant secretaries,  if any, shall have
the same duties and powers, subject to supervision by the secretary.

            (d) Treasurer.  The treasurer shall: (i) be the principal  financial
officer of the corporation and have  responsibility  for the care and custody of
all its funds, securities, evidences of indebtedness and other personal property
and deposit and handle the same in accordance with  instructions of the board of
directors; (ii) receive and give receipts and acquittances for moneys paid in on
account of the corporation, and pay out of funds on hand all bills, payrolls and
other just debts of the  corporation  of whatever  nature upon  maturity;  (iii)
unless  there  is a  controller,  be the  principal  accounting  officer  of the
corporation  and as such  prescribe  and  maintain  the  methods  and systems of
accounting to be followed,  keep complete books and records of account,  prepare
and file all local,  state and federal tax  returns,  prescribe  and maintain an
adequate  system of internal  audit and prepare and furnish to the president and
the board of directors  statements of account showing the financial  position of
the  corporation  and the results of its  operations;  (iv) upon  request of the
board,  make such reports to it as may be required at any time;  and (v) perform
all other duties  incident to the office of  treasurer  and such other duties as
from time to time may be assigned by the board of  directors  or the  president.
Assistant treasurers,  if any, shall have the same powers and duties, subject to
supervision by the treasurer.

      Section 4.05 Surety Bonds.  The board of directors may require any officer
or agent of the  corporation to provide to the  corporation a bond, in such sums
and with such sureties as may be satisfactory to the board, conditioned upon the
faithful  performance of such individual's duties and for the restoration to the
corporation of all books, papers, vouchers, money, securities and other property
of whatever kind in such officer's  possession or under such  officer's  control
belonging to the corporation.

      Section 4.06  Compensation.  Officers shall receive such  compensation for
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented  from  receiving  compensation  by reason of the fact
that such  officer  is also a director  of the  corporation.  Appointment  as an
officer shall not of itself create a contract or other right to compensation for
services performed as such officer.


                                       17
<PAGE>

                                    ARTICLE V

                 STANDARDS OF CONDUCT FOR OFFICERS AND DIRECTORS

      Section 5.01 Standards of Conduct.  As provided in Section 840 of the Act,
each  director  is  required  to  discharge  his or her  duties  as a  director,
including duties as a member of a committee, and each officer with discretionary
authority is required to discharge his or her duties under that authority,  in a
manner consistent with the following standards of conduct:

                  (i) in good faith;

                  (ii)  with the care an  ordinarily  prudent  person  in a like
position would exercise under similar circumstances; and

                  (iii) in a manner the director or officer reasonably  believes
is in the best interests of the corporation.

      Section 5.02 Reliance on Information  and Reports.  In discharging  his or
her duties, a director or officer is entitled to rely on information,  opinions,
reports, or statements, including financial statements and other financial data,
if prepared or presented by:

                  (i) one or more officers or employees of the corporation  whom
the director or officer reasonably  believes to be reliable and competent in the
matters presented;

                  (ii) legal counsel, public accountants, or other persons as to
matters the  director or officer  reasonably  believes  are within the  person's
professional or expert competence; or

                  (iii) in the case of a director,  a committee  of the board of
directors of which such  director is not a member,  if the  director  reasonably
believes the committee merits confidence.

      A  director  or officer is not acting in good faith in relying on any such
information,  opinions,  reports or  statements  if such director or officer has
knowledge  concerning  the  matter in  question  that makes  reliance  otherwise
permitted as set forth above unwarranted.

      Section 5.03 Limitation on Liability.  A director or officer is not liable
to the corporation,  its  shareholders,  or any conservator or receiver,  or any
assignee or successor-in-interest  thereof, for any action taken, or any failure
to take any action as an officer or director, as the case may be, unless (i) the
director or officer  has  breached or failed to perform the duties of the office
in compliance with the provisions of this Article 5, and Section 840 of the Act,
and (ii) the performance  constitutes gross negligence,  willful misconduct,  or
intentional infliction of harm on the corporation or the shareholders.


                                       18
<PAGE>

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 6.01 Indemnification of Directors.

            (a) Permitted  Indemnification.  Pursuant to Section 902 of the Act,
unless  otherwise  provided in the  articles of  incorporation  as  permitted by
Section 909 of the Act, the  corporation  may  indemnify any  individual  made a
party to a  proceeding  because  such  individual  is or was a  director  of the
corporation, against liability incurred in the proceeding if the corporation has
authorized  the  payment  in  accordance  with  Section  906  of the  Act  and a
determination  has been  made in  accordance  with the  procedures  set forth in
Section 906(2) of the Act that the director has met the applicable  standards of
conduct as set forth below and in Section 902 of the Act:

                  (i) the individual's conduct was in good faith; and

                  (ii)  the  individual  reasonably  believed  that  his  or her
conduct was in, or not opposed to, the corporation's best interests; and

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

            (b) Limitation on Permitted Indemnification.  As provided in Section
902(4) of the Act, the corporation  shall not indemnify a director under Section
6.01(a) above:

                  (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 that the
director derived an improper personal  benefit,  whether or not involving action
in the  director's  official  capacity,  in which  proceeding  the  director was
adjudged  liable on the basis that the  director  derived an  improper  personal
benefit.

            (c)  Indemnification in Derivative Actions Limited.  Indemnification
permitted  under Section 6.01(a) and Section 902 of the Act in connection with a
proceeding  by or in the  right of the  corporation  is  limited  to  reasonable
expenses incurred in connection with the proceeding.

            (d)  Mandatory  Indemnification.  As set forth in Section 903 of the
Act,  unless limited by its 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 the director was a party because the director is or was
a director  of the  corporation,  against  reasonable  expenses  incurred by the
director in  connection  with the  proceeding or claim with respect to which the
director has been successful.


                                       19
<PAGE>

      Section 6.02 Advance Expenses for Directors.

            (a) Requirements for  Reimbursements.  Pursuant to the provisions of
Section 904 of the Act, if a determination is made,  following the procedures of
Section  906(b) of the Act, that a director has met the following  requirements;
and if an  authorization  of  payment  is made,  following  the  procedures  and
standards set forth in Section 906 of the Act, then unless otherwise provided in
the articles of  incorporation,  the  corporation  may 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:

                  (i)  the  director   furnishes   the   corporation  a  written
affirmation  of the  director's  good faith belief that the director has met the
applicable  standard of conduct  described  in Section  5.01 of these bylaws and
Section 902 of the Act;

                  (ii) the  director  furnishes  to the  corporation  a  written
undertaking,  executed  personally or on such  director's  behalf,  to repay the
advance  if it is  ultimately  determined  that  the  director  did not meet the
standard of conduct; and

                  (iii) a  determination  is made that the facts  then  known to
those making the determination would not preclude indemnification under Sections
901 through 909 of the Act.

            (b) Authorization for Reimbursement. The corporation is to authorize
the advancement of expenses to directors, and to advance such expenses, once the
written affirmation and undertaking required by Subsections 904(1)(a) and (b) of
the Act (as referenced in  Subsections  6.02(a)(i) and (ii) of these bylaws) are
received and the determination  required by Subsection  904(1)(c) of the Act (as
referenced  in  Subsection  6.02(a)(iii)  of these  bylaws)  has been made.  The
corporation is to consider and act as expeditiously as possible upon any and all
requests for advancements of expenses, promptly make the requisite determination
in each instance as to eligibility for advancement of expenses and, in the event
of a determination  that the  advancement of expenses is  permissible,  promptly
authorize such advancement.

      Section 6.03  Indemnification  of Officers,  Employees,  Fiduciaries,  and
Agents. Unless otherwise provided in the articles of incorporation, and pursuant
to Section 907 of the Act:

                  (i) an officer of the  corporation  is entitled  to  mandatory
indemnification  under  Section  903 of the Act,  and is  entitled  to apply for
court-ordered  indemnification under Section 905 of the Act, in each case to the
same extent as a director;

                  (ii) the corporation may indemnify and advance  expenses to an
officer, employee,  fiduciary, or agent of the corporation to the same extent as
to a director; and

                  (iii) the corporation may also indemnify and advance  expenses
to an officer, employee,  fiduciary, or agent who is not a director to a greater
extent,  if not  inconsistent  with public  policy,  and if provided  for by its
articles of incorporation,  these bylaws,  action of the board of directors,  or
contract.


                                       20
<PAGE>

      Section  6.04  Insurance.  As  provided  in  Section  908 of the Act,  the
corporation may purchase and maintain liability  insurance on behalf of a 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  foreign or  domestic  corporation  or other  person,  or of an employee
benefit plan,  against liability  asserted against or incurred by such person in
that  capacity or arising  from such  person's  status as a  director,  officer,
employee,  fiduciary,  or agent, whether or not the corporation would have power
to indemnify such person  against the same  liability  under Article VI of these
bylaws or Sections  902, 903 or 907 of the Act.  Insurance  may be procured from
any  insurance  company  designated  by the  board  of  directors,  whether  the
insurance  company  is  formed  under  the  laws  of  this  state  or any  other
jurisdiction,  including any insurance  company in which the  corporation has an
equity or any other interest through stock ownership or otherwise.

         Section 6.05 Scope of Indemnification. The indemnification and
advancement of expenses authorized by this Article VI is intended to permit the
corporation to indemnify to the fullest extent permitted by the laws of the
State of Utah any and all persons whom it shall have power to indemnify under
such laws from and against any and all of the expenses, disabilities, or other
matters referred to in or covered by such laws. Any indemnification or
advancement of expenses hereunder, unless otherwise provided when the
indemnification or advancement of expenses is authorized or ratified, is
intended to be applicable to acts or omissions that occurred prior to the
adoption of this Article, shall continue as to any party during the period such
party serves in any one or more of the capacities covered by this Article, shall
continue thereafter so long as the party may be subject to any possible
proceeding by reason of the fact that such party served in any one or more of
the capacities covered by this Article, and shall inure to the benefit of the
estate and personal representatives of such person. Any repeal or modification
of this Article or of any Section or provision hereof shall not affect any right
or obligations then existing. All rights to indemnification under this Article
shall be deemed to be provided by a contract between the corporation and each
party covered hereby.

      Section 6.06 Other Rights and Remedies.  The rights to indemnification and
advancement of expenses  provided in this Article VI shall be in addition to any
other rights which a party may have or hereafter  acquire  under any  applicable
law, contract, order, or otherwise.

      Section 6.07 Severability.  If any provision of this Article shall be held
to be invalid, illegal or unenforceable for any reason, the remaining provisions
of this Article  shall not be affected or impaired  thereby,  but shall,  to the
fullest extent possible, be construed so as to give effect to the intent of this
Article  that each party  covered  hereby is entitled to the fullest  protection
permitted by law.

                                   ARTICLE VII

                                      STOCK

         Section 7.01 Issuance of Shares. Except to the extent any such powers
may be reserved to the shareholders by the articles of incorporation, as
provided in Section 621 of the Act the board of directors may authorize the
issuance of shares for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services performed, contracts or arrangements for services to be performed, or
other securities of the corporation. The terms and conditions of any tangible or
intangible property or benefit to be provided in the future to the corporation,
including contracts or arrangements for services to be performed, are to be set
forth in writing.


                                       21
<PAGE>

      Before  the  corporation  issues  shares,  the  board  of  directors  must
determine that the consideration received or to be received for the shares to be
issued is adequate.

      The  board  of  directors  may  authorize  a  committee  of the  board  of
directors,  or an officer  of the  corporation,  to  authorize  or  approve  the
issuance or sale,  or contract for sale of shares,  within  limits  specifically
prescribed by the board of directors.

      t 6 0 Section 7.02 Certificates for Shares; Shares Without Certificates.

            (a) Use of  Certificates.  As  provided  in Section  625 of the Act,
shares of the  corporation  may, but need not be,  represented by  certificates.
Unless the Act or another applicable statute expressly provides  otherwise,  the
rights and obligations of shareholders  are not affected by whether or not their
shares are represented by certificates.

            (b) Content of Certificates. Certificates representing shares of the
corporation must, at a minimum, state on their face:

                  (i) the  name of the  corporation,  and  that it is  organized
under the laws of Utah;

                  (ii) the name of the person to whom the certificate is issued;
and

                  (iii) the number and class of shares  and the  designation  of
the series, if any, the certificate represents.

      If the corporation is authorized to issue  different  classes of shares or
different series within a class, the designations, preferences, limitations, and
relative  rights  applicable  to each  class,  the  variations  in  preferences,
limitations,  and relative rights 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 such information on request in
writing and without charge.

      Each share certificate must be signed (either manually or by facsimile) by
the  president  or a  vice-president  and  by  the  secretary  or  an  assistant
secretary,  or by any two other officers as may be designated in these bylaws or
by the board of directors.  Each  certificate for shares is to be  consecutively
numbered or otherwise identified.

            (c) Shares Without  Certificates.  As provided in Section 626 of the
Act, unless the articles of incorporation or these bylaws provide otherwise, the
board of directors  may  authorize  the issuance of some or all of the shares of
any or all of its classes or series without certificates.  Such an authorization
will not  affect  shares  already  represented  by  certificates  until they are
surrendered to the corporation.


                                       22
<PAGE>

      Within a reasonable  time after the issuance or transfer of shares without
certificates,  the corporation shall send the shareholder a written statement of
the information  required on  certificates by Subsections  625(2) and (3) of the
Act, as summarized in Section 7.02(b) above.

            (d) Shareholder List. The corporation shall maintain a record of the
names and addresses of the persons to whom shares are issued,  in a form meeting
the requirements of Section 1601(3) of the Act.

            (e) Transferring  Certificated 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 cancelled,  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.

            (f)  Registration  of the  Transfer of Shares.  Registration  of the
transfer of shares of the  corporation  shall be made only on the stock transfer
books of the  corporation.  In order 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 7.03 Restrictions on Transfer of Shares Permitted. As contemplated
by Section 627 of the Act,  the  articles of  incorporation,  these  bylaws,  an
agreement among  shareholders,  or an agreement between one or more shareholders
and the corporation  may impose  restrictions on the transfer or registration of
transfer of shares of the  corporation.  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  or
otherwise consented to the restriction.

      A restriction on the transfer or registration of transfer of shares may be
authorized  for any of the  purposes  set forth in Section  627(3) of the Act. 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 and its  existence is noted  conspicuously  on the
front or back of the certificate,  or is contained in the information  statement
required by Section 7.02(c) of these bylaws with regard to shares issued without
certificates. Unless so noted, a restriction is not enforceable against a person
without knowledge of the restriction.

      Section  7.04  Acquisition  of Shares by the  Corporation.  Subject to the
limitations on  distributions  set forth in Section 640 of the Act and any other
restrictions  imposed by  applicable  law, the  corporation  may acquire its own
shares,  as  authorized  by  Section  631 of the Act,  and  shares  so  acquired
constitute authorized but unissued shares.

      If the  articles of  incorporation  prohibit  the  reissuance  of acquired
shares,  the  number of  authorized  shares is  reduced  by the number of shares
acquired  by the  corporation,  effective  upon  amendment  of the  articles  of
incorporation,  which amendment may be adopted by the board of directors without
shareholder action, as provided in Sections 602 and 1002 of the Act. Articles of
amendment  affecting  such an amendment  must meet the  requirements  of Section
631(3) of the Act.


                                       23
<PAGE>

                                  ARTICLE VIII

                              AMENDMENTS TO BYLAWS

      Section 8.01  Authority to Amend.  As provided in Section 1020 of the Act,
the corporation's  board of directors may amend these bylaws at any time, except
to the extent  that the  articles of  incorporation,  these  bylaws,  or the Act
reserve  such  power  exclusively  to the  shareholders,  in whole or part.  The
directors may not adopt,  amend or repeal a bylaw that fixes a greater quorum or
voting requirement for shareholders.  Any such bylaw may be adopted,  amended or
repealed only by the shareholders as provided in Section 8.02 below.

      The corporation's shareholders may amend these bylaws at any time.

      Section 8.02 Bylaw Changing Quorum or Voting Requirement for Shareholders.
If  authorized by the articles of  incorporation,  the  shareholders  may adopt,
amend,  or repeal a bylaw that fixes a greater quorum or voting  requirement for
shareholders,  or voting  groups of  shareholders,  than is required by the Act.
Such action is subject to the  provisions  of Part 7 of the Act and Section 2.08
of these bylaws.

      Section 8.03 Bylaw Changing Quorum or Voting Requirement for Directors.

            (a)  Amendment.  A bylaw  that  fixes a  greater  quorum  or  voting
requirements  for the  board of  directors  than is  required  by the Act may be
amended or repealed as  permitted by Section 1022 of the Act and Section 3.13 of
these bylaws:

                  (i) if  originally  adopted by the  shareholders,  only by the
shareholders,  unless  otherwise  permitted as  contemplated  by Subsection  (b)
below; or

                  (ii) if originally  adopted by the board of directors,  by the
shareholders or unless  otherwise  provided in the articles of  incorporation or
these bylaws, by the board of directors.

            (b)  Restriction  on  Amendment.  A bylaw  adopted or amended by the
shareholders that fixes a greater quorum or voting  requirement for the board of
directors  may provide  that it may be amended or  repealed  only by a specified
vote of either the shareholders or the board of directors.

            (c) Required Vote to Amend.  Action by the board of directors  under
Subsection  (a)(ii)  above to amend or repeal a bylaw that changes the quorum or
voting  requirement  for the  board of  directors  must  meet  the  same  quorum
requirement  and be adopted by the same vote  required to take action  under the
quorum  and  voting  requirement  then in  effect  or  proposed  to be  adopted,
whichever is greater.

                                       24
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

      Section 9.01  Corporate  Seal.  The board of  directors  may provide for a
corporate  seal,  to be in  such a form as the  directors  may  determine  to be
appropriate,  and any officer of the corporation may, when and as required or as
determined to be appropriate, affix or impress the seal, or a facsimile thereof,
to or on any instrument or document of the corporation.

      Section 9.02 Fiscal Year. The fiscal year of the  corporation  shall be as
established by the board of directors.


                                      (END)


                                       25
<PAGE>


                        CERTIFICATE OF ADOPTION OF BYLAWS

                                       OF

                                   UWINK, INC.

      The  undersigned  hereby  certifies  that (s)he is the duly  appointed and
acting  Secretary of uWink,  Inc. and that the foregoing  bylaws,  comprising 25
pages,  were approved and adopted by a unanimous written consent of the board of
directors of the corporation,  effective as of December 4, 2003, and a record of
such action is maintained in the minute book of the corporation.

         Executed this 5th day of December, 2003.



                                            --------------------------------
                                            Kathy Ordonez, Secretary




                                       26