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                      SECOND AMENDED AND RESTATED BYLAWS OF

                                  MKR HOLDINGS

                           Adopted on December 7, 1999

                                    ARTICLE I

                                     OFFICES

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

                                   ARTICLE II

                                  SHAREHOLDERS

                  SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on the date and at the time fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may properly come before the meeting.

                  SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the chairman of the board, president or by the Board
of Directors, and shall be called by the president at the request of the holders
of not less than one-tenth (1/10) of all outstanding shares of the Corporation
entitled to vote at the meeting. Special meetings shall be held on the date and
at the time fixed by the Board of Directors.

                  SECTION 3. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of Utah, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. Whenever the Board of Directors shall fail to designate such place,
the meeting shall be held at the registered office of the Corporation in Utah.

                  SECTION 4. NOTICE OF MEETING. Written notice of all meetings
shall be given, stating the place, day and hour of the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at the annual meeting), state such other action
or actions as are known at the time of such notice. The notice of a special
meeting shall in all instances state the




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purpose or purposes for which the meeting is called. A copy of a notice of
any meeting, shall, unless otherwise prescribed by statute, be delivered not
less than ten (10) nor more than fifty (50) days before the date of the
meeting, unless lapse of the prescribed period of time shall have been
waived, either personally or by mail, by or at the direction of the
president, or the secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting at
such shareholder's address as it appears on the records of the Corporation.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his or her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid. If a meeting is adjourned to another time, not more than thirty days
hence, and/or to another place, and if an announcement of the adjourned time
and place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the Board of Directors, after adjournment, fixes
a new record date for the adjourned meeting. Notice need not be given to any
shareholder who submits a written waiver of notice before or after the time
stated therein. Attendance of a person at a meeting of shareholders shall
constitute a waiver of notice of such meeting, except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any annual or special meeting of the shareholders need be
specified in any written waiver of notice.

                  SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or determining
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period, not less than ten (10) days, but not to exceed, in
any case, fifty (50) days. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in the case of a meeting of shareholders, not less than ten (10)
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or the
determination of shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                  In order that the Corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the shareholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted,

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and which record date shall be not more than sixty (60) days prior to such
action. If no record date has been fixed, the record date for determining
shareholders for any such purpose shall be at the close of business on the
day in which the Board of Directors adopts the resolution relating thereto.

                  SECTION 6. VOTING RECORD. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make, at least
ten (10) days before every meeting of shareholders, a complete record of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, showing the address of each shareholder and the number of shares
registered in the name of each shareholder. Such list shall be open to the
examination of any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting either at a place within the city where the meeting is to held, which
place shall be specified in the notice of the meeting, or if not so specified,
at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any shareholder who is present. The stock ledger shall be
the only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by this section or the books of the Corporation, or to
vote at any meeting of shareholders.

                  SECTION 7. CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in order of seniority
and if present and acting: the Chairman of the Board, if any, the Vice-Chairman
of the Board, if any, the President, a Vice President, a chairman of the meeting
chosen by the Board of Directors or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the shareholders. The
Secretary of the Corporation or, in such person's absence, an Assistant
Secretary, shall act as the secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

                SECTION 8. QUORUM. Except as Utah law or these bylaws may
otherwise provide, a majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. When a quorum is
once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders.

                  SECTION 9. INSPECTORS AND JUDGES. The Board of Directors, in
advance of any meeting, may, but need not, appoint one or more inspectors of
election or judges of the vote, as the case may be, to act at the meeting or any
adjournment thereof. If an inspector or inspectors or judge or judges are not
appointed by the Board of Directors, the person presiding at the meeting may,
but need not, appoint one or more persons inspectors or judges. In case any
person who may be appointed as an inspector or judge fails to act or appear, the
vacancy may be filled by appointment made by the person presiding thereat. Each
inspector or judge, if any, before entering upon the discharge of such person's
duties, shall take and sign an oath to faithfully execute the duties of
inspector or judge at such meeting with strict impartiality and according to

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the best of his ability. The inspectors and judges, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum and the
validity and effect of proxies, receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such other acts as are proper to conduct the election or vote
with fairness to all shareholders. On request of the person presiding at the
meeting, the inspector or inspectors or judge or judges, if any, shall make a
report in writing of any challenge, question or matter determined by such
person or persons and execute a certificate of any fact so found.

                  SECTION 10. PROXIES. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his or her duly authorized attorney in fact. Every proxy must
be signed by the shareholder or by such person's attorney-in-fact. No proxy
shall be voted or acted upon after three years from its date unless such proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and, if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the Corporation generally.

                  SECTION 11. VOTING OF SHARES. Each shareholder entitled to
vote in accordance with the Articles of Incorporation and of these bylaws, or,
with respect to the issuance of any preferred stock, in accordance with the
terms of a resolution or resolutions of the Board of Directors, shall be
entitled to one (1) vote, in person or by proxy, for each share of stock
entitled to vote held by such shareholder. Any shareholder action shall be
authorized by a majority of the votes cast except where the Articles of
Incorporation or the Utah Revised Business Corporation Act prescribes a
different percentage of votes and/or a different exercise of voting power.
Voting by ballot shall not be required for corporate action except as otherwise
provided by the Utah Revised Business Corporation Act.

                  SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action
required to be taken at a meeting of the shareholders, or any action which may
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of the outstanding stock having not less than the minimum number of
votes that would be necessary to take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who have not consented in writing
and shall be delivered to the Corporation by delivery to its registered office
in Utah, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

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                  SECTION 13. BUSINESS AT ANNUAL MEETING. Only business that has
been brought before an annual meeting of shareholders that has been brought by,
or at the direction of, a majority of the directors, or by any shareholder who
provides notice of the business to be brought forth at the meeting no less than
120 calendar days prior to the date in the then current fiscal year on which the
Corporation's notice of annual meeting and related proxy or information
statement were mailed to shareholders in connection with the previous year's
annual meeting of shareholders. If, however, no annual meeting was held in the
preceding year, or if the date of the annual meeting in the current fiscal year
has been changed by more than 30 calendar days from the date on which the annual
meeting was held in the preceding fiscal year, the shareholders' notice must be
received not less than 30 days prior to the date of the current year's annual
meeting (or if less than 40 days' notice of the date of the annual meeting is
given to shareholders, not later than the tenth day following the date on which
the notice of the date of the annual meeting was mailed). The shareholders'
notice to the Corporation must be set forth in writing as to each matter the
shareholder proposes to bring before the annual meeting; a brief description of
the business to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; the name and address, as they
appear on the Corporation's books, of the shareholder of record proposing such
business; the class and number of shares of the Corporation's capital stock that
are beneficially owned by such shareholder; and any material interest of the
shareholder in such proposal. The determination as to whether the notice
provisions have been met will be made by the presiding officer at the annual
meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

                  SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by its Board of Directors.

                  SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of
directors of the Corporation shall be not less than three nor more than fifteen
directors. The number of directors shall be fixed from time to time by the Board
of Directors. Each director shall hold office until the next annual meeting of
shareholders and until his or her successor shall have been elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the Corporation. Directors need not be
residents of the State of Utah or shareholders of the Corporation.

                  SECTION 3. NOMINATION OF DIRECTORS. Directors may be nominated
for election as directors by a majority of the Board of Directors or by any
shareholder of the Corporation if the shareholder: Delivers or mails written
notice of the shareholder's nominations to the principal offices of the
Corporation not less than 30 days prior to the annual meeting at which the
election is to be held (or if less than 60 days notice of the date of the annual
meeting is given or made to the shareholders, no later than the tenth day
following the date on which notice of the date of the annual meeting was
mailed).

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                  SECTION 4. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Utah, for the holding of additional regular meetings
without other notice than such resolution.

                  SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board,
president or any two directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Utah, as the place for holding any special meeting of the Board of
Directors called by them.

                  SECTION 6. NOTICE. No notice shall be required for regular
meetings for which the time and place have been fixed. Written, oral or any
other mode of notice of time and place of any special meeting shall be given at
least twenty-four (24) hours prior to the meeting by written notice delivered
personally or mailed to each director at his or her business address. Notice may
be given by telephone or telefax (in which case it is effective when given) or
by mail (in which case it is effective seventy-two hours after mailing by
prepaid first class mail). The notice of any meeting need not specify the
purpose of the meeting. Any requirement of furnishing a notice shall be waived
by any director who signs a written waiver of such notice before or after the
time stated therein. The attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.

                  SECTION 7. QUORUM AND ACTION. A majority of the whole Board
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided that such majority shall constitute at least one-third (1/3) of
the whole Board. Any director may participate in a meeting of the Board by means
of a conference telephone or similar communications equipment by means of which
all directors participating in the meeting can hear each other, and such
participation in a meeting of the Board shall constitute presence in person at
such meeting. A majority of the directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the Utah Revised
Business Corporation Act, the act of the Board shall be the act by vote of a
majority of the directors present at a meeting, a quorum being present. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the Utah Revised Business Corporation Act and these
bylaws which govern a meeting of directors held to fill vacancies and newly
created directorships in the Board.

                  SECTION 8. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or any committee thereof at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors and filed with the
minutes of proceedings of the Board of Directors or committee.

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                  SECTION 9. REMOVAL OF DIRECTORS. Any and all of the directors
may be removed for cause or without cause by the shareholders.

                  SECTION 10. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors, whether or not constituting a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

                  SECTION 11. COMPENSATION. By resolution of the Board of
Directors, the Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES

                  SECTION 1. DESIGNATION; POWERS. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, including, if they shall so determine, an executive committee, each
such committee to consist of one or more of the directors of the Corporation.
Any such designated committee shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation as may be provided in such resolution, except that no
such committee shall have the power or authority of the Board of Directors in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation, recommending to the shareholders the sale, lease, or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the shareholders a dissolution of the Corporation, or amending,
altering or repealing the bylaws or adopting new bylaws for Corporation and,
unless such resolution or the Articles of Incorporation expressly so provides,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Any such designated committee shall have such
other powers and limitations of authority as may be determined from time to time
by resolution adopted by the Board of Directors. In the absence or
disqualification of any member of any such committee or committees, the members
thereof present at any meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

                  SECTION 2. PROCEDURE; MEETINGS; QUORUM. Any committee
designated pursuant to Section 1 of this Article shall choose its own chairman,
shall keep regular minutes of its proceedings and report the same to the Board
of Directors when requested, shall fix its own rules and procedures, and shall
meet at such times and at such place or places as may be provided by

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such rules, or by resolution of such committee or of the Board of Directors.
At every meeting of any such committee, the presence of a majority of all the
members thereof shall constitute a quorum and the affirmative vote of a
majority of the members present shall be necessary for the adoption by it of
any resolution.

                  SECTION 3. SUBSTITUTION OF MEMBERS. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of a member of a committee, the member or
members present at any meeting and disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. NUMBER. The officers of the Corporation shall be a
Chairman of the Board, if so elected by the Board of Directors, a President, one
or more Vice Presidents, a Secretary, one or more Assistant Secretaries, and a
Treasurer, each of whom shall be elected by a majority of the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person.

                  SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death or until he
or she shall resign or shall have been removed in the manner hereinafter
provided.

                  SECTION 3. REMOVAL. Any officer may be removed by the Board of
Directors, with or without cause, whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

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

                  SECTION 5. AUTHORITY AND DUTIES. All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the

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Corporation as may be provided in these bylaws, or, to the extent not so
provided, by the Board of Directors.

                  SECTION 6. CHAIRMAN OF THE BOARD. If elected, the Chairman of
the Board shall preside at all meetings of the shareholders and of the Board of
Directors, otherwise, the Vice-Chairman of the Board, if any and if present and
acting, or the President, if present and acting, or any other director chosen by
the Board, shall preside. The Chairman of the Board shall also have such other
powers and duties as designated in these bylaws and as from time to time may be
assigned to him by the Board of Directors.

                  SECTION 7. PRESIDENT. The President shall be the principal
executive officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation.

                  SECTION 8. VICE-PRESIDENTS. In the absence of the President or
in the event of his or her death, inability or refusal to act, any
vice-president shall perform the duties of the president, in the order of their
seniority, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president.

                  SECTION 9. SECRETARY. The secretary shall: (a) keep the
minutes of the proceedings of the meetings of the shareholders and of the Board
of Directors in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation, if such a seal has
been adopted by the Board of Directors, is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of each shareholder;
(e) sign with the president, or the vice-president, certificates for shares of
the Corporation, the issuance of which shall have been authorized by resolution
of the Board of Directors; (f) have general charge of the stock transfer books
of the Corporation; and (g) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
or her by the president or by the Board of Directors.

                  SECTION 10. TREASURER. The treasurer shall: (a) have charge
and custody of and be responsible for all funds and valuable effects, including
securities of the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these Bylaws; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the president or by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they may require
it, an account of all transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond for such term, in such sum

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and with such surety or sureties as shall be satisfactory to the Board for
the faithful performance of the duties of such office and for the restoration
to the Corporation, in case of such person's death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in such person's possession or under such person's
control belonging to the Corporation.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  SECTION 1. CERTIFICATES FOR SHARES. Every holder of stock in
the Corporation shall be entitled to have a certificate signed by, or in the
name of, the Corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares owned by such person in the
Corporation. If such certificate is countersigned by a transfer agent other than
the Corporation or one of its employees or by a registrar other than the
Corporation or one of its employees, any other signature on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent, or registrar at the date of issue.

                  Whenever the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock, and
whenever the Corporation shall issue any shares of its stock as partly paid
stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by
the Utah Revised Business Corporation Act. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.

                  The Corporation may issue a new certificate of stock in place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Board of Directors may require the owner of any lost,
stolen or destroyed certificate, or such person's legal representative, to give
the Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate.

                  SECTION 2. FRACTIONAL SHARE INTERESTS. The Corporation may,
but shall not be required to, issue fractions of a share.

                  SECTION 3. TRANSFER OF SHARES. Transfer or registration of
transfer of shares of the Corporation shall be made only on the stock transfer
books of the Corporation by the registered holder of record thereof or by his or
her legal representative, who shall furnish proper evidence

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of authority to transfer, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the
Corporation or with a transfer agent or a registrar, if any, and on surrender
for cancellation of the certificate for such shares of stock properly
endorsed and the payment of all taxes due thereon. The person in whose name
shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

                                   ARTICLE VII

                                   FISCAL YEAR

                  The fiscal year of the Corporation shall be fixed on the first
day of April and end on the thirty-first day of March in each year, and shall be
subject to change, by the Board of Directors.

                                  ARTICLE VIII

                                    DIVIDENDS

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

                                   ARTICLE IX

                                   AMENDMENTS

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

                                    ARTICLE X

                                 INDEMNIFICATION

                  To the full extent permitted by law, the Corporation shall
indemnify any director or officer or former director or officer of the
Corporation, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares or of which it is a
creditor, against expenses actually and reasonably incurred by him or her, in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which he or she is made a party by reason of being or having been
such director or officer, except in relation to matters as to which he or she
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty; and to make such other indemnification
as shall be authorized by the shareholders of the Corporation.

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