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                                                                     Exhibit 3.4

                                    BYLAWS OF

                           U-HAUL INTERNATIONAL, INC.

                              A NEVADA CORPORATION


                                    ARTICLE I

SECTION 1. Offices:

The principal office and registered office of the corporation shall be located
in the State of Nevada at such locations as the Board of Directors may from time
to time authorize by resolution. The corporation may have such other offices
either within or without the State of Nevada as the Board of Directors may
designate or as the business of the corporation may require from time to time.

SECTION 2. References:

Any reference herein made to law will be deemed to refer to the law of the State
of Nevada, including any applicable provisions of Chapter 78 of Title 7, Nevada
Revised Statutes (or its successor), as at any given time in effect. Any
reference herein made to the Articles will be deemed to refer to the applicable
provision or provisions of the Articles of Incorporation of the corporation, and
all amendments thereto, as at any given time on file with the office of the
clerk of Washoe County, Nevada.

SECTION 3. Shareholders of Record:

The word "shareholder" as used herein shall mean one who is a holder of record
of shares in the corporation.

                                   ARTICLE II

                                  SHAREHOLDERS

SECTION 1. Annual Meeting:

An annual meeting of the shareholders for the election of directors to succeed
those whose terms expire and for the
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transaction of such other business as may properly come before the meeting
shall be held on the last Saturday of September of each year at a time of day
and place as determined by the Board of Directors, or on such other date as may
be determined by the Board of Directors.

SECTION 2. Special Meetings:

      a. Special meetings of the shareholders may be held whenever and wherever
called by the Chairman of the Board, a majority of the Board of Directors, or
upon the delivery of proper written request of the holders of not less than
fifty percent (50%) of all the shares outstanding and entitled to vote at such
meeting. The business which may be conducted at any such special meeting will be
confined to the purpose stated in the notice thereof, and to such additional
matters as the Chairman of such meeting may rule to be germane to such purposes.

      b. For purposes of this Section, proper written request for the call of
a special meeting shall be made by a written request specifying the purposes for
any special meeting requested and providing the information required by Section
5 of this Article II hereof. Such written request must be delivered either in
person or by registered or certified mail, return receipt requested, to the
Chairman of the Board, or such other person as may be specifically authorized by
law to receive such request. Within thirty (30) days after receipt of proper
written request, a special meeting shall be called and notice given in the
manner required by these bylaws and the meeting shall be held at a time and
place selected by the Board of Directors, but not later than ninety (90) days
after receipt of such proper written request. The shareholder(s) who request a
special meeting of shareholders must pay the corporation the corporation's
reasonably estimated cost of preparing and mailing a notice of a meeting of
shareholders before such notice is prepared and mailed.

SECTION 3. Notice:

Notice of any meeting of the shareholders will be given by the corporation as
provided by law to each shareholder entitled to vote at such meeting. Any such
notice may be waived as provided by law.

SECTION 4. Right to Vote:

For each meeting of the shareholders, the Board of Directors will fix in advance
a record date as contemplated by law, and the shares of stock and the
shareholders "entitled to vote" (as that or any similar term is herein used)
at any meeting of the


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shareholders will be determined as of the applicable record date. The Secretary
(or in his or her absence an Assistant Secretary) will see to the making and
production of any record of shareholders entitled to vote that is required by
law. Any such entitlement may be exercised through proxy, or in such other
manner as is specifically provided by law. No proxy shall be valid after eleven
(11) months from the date of its execution unless otherwise provided by the
proxy. In the event of contest, the burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy will rest with the person
seeking to exercise the same. A telegram, cablegram, or facsimile appearing to
have been transmitted by a shareholder (or by his duly authorized
attorney-in-fact) may, in the discretion of the tellers, if any, be accepted as
a sufficiently written and executed proxy.

SECTION 5. Manner of Bringing Business Before the Meeting:

At any annual or special meeting of shareholders only such business (including
nomination as a director) shall be conducted as shall have been properly brought
before the meeting. In order to be properly brought before the meeting, such
business must have either been (A) specified in the written notice of the
meeting (or any supplement thereto) given to shareholders on the record date for
such meeting by or at the direction of the Board of Directors, (B) brought
before the meeting at the direction of the Board of Directors or the Chairman of
the meeting, selected as provided in Section 9 of this Article II, or (C)
specified in a written notice given by or on behalf of a shareholder on the
record date for such meeting entitled to vote thereat or a duly authorized
proxy for such shareholder, in accordance with all of the following
requirements. A notice referred to in clause (C) hereof must be delivered
personally to, or mailed to and received at, the principal executive office of
the corporation, addressed to the attention of the Secretary, not more than ten
(10) days after the date of the initial notice referred to in clause (A)
hereof, in the case of business to be brought before a special meeting of
shareholders, and not less than one hundred and twenty (120) days prior to the
anniversary date of the initial notice referred to in clause (A) hereof with
respect to the previous year's annual meeting, in the case of business to be
brought before an annual meeting of shareholders. Such notice referred to in
clause (C) hereof shall set forth (i) a full description of each such item of
business proposed to be brought before the meeting and the reasons for
conducting such business at such meeting, (ii) the name and address of the
person proposing to bring such business before the meeting, (iii) the class and
number of shares held of record, held beneficially, and represented by proxy by
such person as of the record date for the meeting, if such date has been made


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publicly available, or as of a date not later than thirty(30) days prior to the
delivery of the initial notice referred to in clause (A) hereof, if the record
date has not been made publicly available, (iv) if any item of such business
involves a nomination for director, all information regarding each such nominee
that would be required to be set forth in a definitive proxy statement filed
with the Securities and Exchange Commission pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor thereto, and the
written consent of each such nominee to serve if elected, (v) any material
interest of such shareholder in the specified business, (vi) whether or not such
shareholder is a member of any partnership, limited partnership, syndicate, or
other group pursuant to any agreement, arrangement, relationship, understanding,
or otherwise, whether or not in writing, organized in whole or in part for the
purpose of acquiring, owning, or voting shares of the corporation, and (vii) all
other information that would be required to be filed with the Securities and
Exchange Commission if, with respect to the business proposed to be brought
before the meeting, the person proposing such business was a participant in a
solicitation subject to Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor thereto. No business shall be brought before any
meeting of the shareholders of the corporation otherwise than as provided in
this Section.

Notwithstanding compliance with the foregoing provisions, the Board of Directors
shall not be obligated to include information as to any shareholder nominee for
director or any other shareholder proposal in any proxy statements or other
communication sent to shareholders.

The Chairman of the meeting may, if the facts warrant, determine that any
proposed item of business or nomination as director was not brought before the
meeting in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the improper item of business
or nomination shall be disregarded.

SECTION 6. Right to Attend:

Except only to the extent of persons designated by the Board of Directors or the
Chairman of the meeting to assist in the conduct of the meeting, and except as
otherwise permitted by the Board or such Chairman, the persons entitled to
attend any meeting of shareholders may be confined to (i) shareholders entitled
to vote thereat and (ii) the persons upon whom proxies valid for purposes of
the meeting have been conferred or their duly appointed substitutes (if the
related proxies confer a power of substitution); provided, however, that the
Board of Directors or the Chairman of the meeting may establish rules


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limiting the number of persons referred to in clause (ii) as being entitled to
attend on behalf of any shareholder so as to preclude such an excessively large
representation of such shareholder at the meeting as, in the judgment of the
Board or such Chairman, would be unfair to other shareholders represented at the
meeting or be unduly disruptive to the orderly conduct; of business at such
meeting (whether such representation would result from fragmentation of the
aggregate number of shares held by such shareholder for the purpose of
conferring proxies, from the naming of an excessively large proxy delegation by
such shareholder, or from employment of any other device). A person otherwise
entitled to attend any such meeting will cease to be so entitled if, in the
judgment of the Chairman of the meeting, such person engages thereat in
disorderly conduct impeding the proper conduct of the meeting in the interests
of all shareholders as a group.

SECTION 7. Quorum Requirements:

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 the
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting originally called.

SECTION 8. Tellers:

The Board of Directors, in advance of any shareholders meeting may appoint one
or more tellers to act at such meeting (and any adjournment thereof), and may
appoint one or more alternate tellers to serve (in the order designated) in the
absence of any teller or tellers so appointed. If any person appointed as teller
or alternate teller fails to appear or to act, a substitute may be appointed by
the Chairman of the meeting. The tellers (acting through a majority of them on
any disputed matter) will determine the number of shares outstanding, the
authenticity, validity and effect of proxies, the credentials of the persons
purporting to be shareholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; they
will receive and count votes, ballots and consents and announce the results
thereof; they will hear and determine all challenges and questions pertaining to
proxies and voting; and, in general, they will perform such acts as may be
proper to conduct elections and voting with complete fairness to all
shareholders. No such teller need be a shareholder of the corporation. Each
shareholder shall be entitled to one Vote


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for each share of stock held by him or her, and in the event a shareholder holds
a fraction of a share or full shares plus a fraction, any such fractional share
shall be entitled to a proportionate fraction of one vote.

SECTION 9. Organization and Conduct of Business:

Each shareholders' meeting will be called to order and thereafter chaired by the
Chairman of the Board if there then is one; or, if not, or if the Chairman of
the Board is absent or so requests, then by the President; or if both the
Chairman of the Board and the President are unavailable, then by such other
officer of the corporation or such shareholder as may be appointed by the Board
of Directors. The Secretary (or in his or her absence an Assistant Secretary) of
the corporation will act as secretary of each shareholders meeting; if neither
the Secretary nor an Assistant Secretary is in attendance, the Chairman of the
meeting may appoint any person (whether a shareholder or not) to act as
secretary thereat. After calling a meeting to order, the Chairman thereof may
require the registration of all shareholders intending to vote in person, and
the filing of all proxies, with the teller or tellers, if one or more have been
appointed (or, if not, with the secretary of the meeting). After the announced
time for such filing of proxies has ended, no further proxies or changes,
substitutions, or revocations of proxies will be accepted. The Chairman of a
meeting will, among other things, have absolute authority to determine the order
of business to be conducted at such meeting and to establish rules for, and
appoint personnel to assist in, preserving the orderly conduct of the business
of the meeting (including any informal, or question and answer, portions
thereof). Any informational or other informal session of shareholders conducted
under the auspices of the corporation after the conclusion of or otherwise in
conjunction with any formal business meeting of the shareholders will be chaired
by the same person who chairs the formal meeting, and the foregoing authority on
his or her part will extend to the conduct of such informal session.

SECTION 10. Voting:

The number of shares voted on any matter submitted to the shareholders which is
required to constitute their action thereon or approval thereof will be
determined in accordance with applicable law, the Articles, and these bylaws, if
applicable. Voting will be by ballot on any matter as to which a ballot vote is
demanded, prior to the time the voting begins, by any person entitled to vote on
such matter; otherwise, a voice vote will suffice. No ballot or change of vote
will be accepted after the polls have been declared closed following the ending
of the announced time for voting.


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SECTION 11. Shareholder Approval or Ratification:

The Board of Directors may submit any contract or act for approval or
ratification at any duly constituted meeting of the shareholders, the notice of
which either includes mention of the proposed submittal or is waived as provided
by law. If any contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will be valid and
as binding upon the corporation as it would be if approved and ratified by each
and every shareholder of the corporation.

SECTION 12. Informalities and Irregularities:

All informalities or irregularities in any call or notice of a meeting, or in
the areas of credentials, proxies, quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.

SECTION 13. Action Without a Meeting:

No action which may be taken by a vote of the shareholders may be taken unless
taken at a meeting held pursuant to Section 1 or Section 2 of this Article II.

                                   ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1. Number and Term of Directors:

The Board of Directors shall consist of not less than 4 nor more than 8
directors, the exact number of directors to be determined from time to time
solely by a resolution adopted by an affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into four classes,
designated Class I, Class II, Class III and Class IV. Subject to applicable law,
each class shall consist, as nearly as may be possible, of one-fourth of the
total number of directors constituting the entire Board of Directors. At each
annual meeting of shareholders, successors to the class of directors whose term
expires at the annual meeting shall be elected or reelected for a four-year
term.


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If the number of directors is changed, any increase or decrease shall be
apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number Of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.

A director shall hold office until the meeting for the year in which his or her
term expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

SECTION 2. Vacancies:

Newly created directorships resulting from an increase in the number of the
directors and any vacancy on the Board of Directors shall be filled by an
affirmative vote of a majority of the Board of Directors then in office. If the
number of directors then in office is less than a quorum, such newly created
directorships and vacancies may be filled by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director. A
director elected by the Board of Directors to fill a vacancy shall hold office
until the next meeting of shareholders called for the election of directors and
until his or her successor shall be elected and shall qualify.

SECTION 3. Regular Meetings:

After the adjournment of the annual meeting of the shareholders of the
corporation, the newly elected Directors shall meet for the purpose of
organization, the election of officers, and the transaction of such other
business as may come before said meeting. No notice shall be required for such
meeting. The meeting may be held within or without the State of Nevada. Regular
meetings, other than the annual ones, may be held at regular intervals at such
times and places as the Board of Directors may provide.

SECTION 4. Special Meetings:

Special meetings of the Board of Directors may be called at any time by the
President or by any one member of the Board giving written notice thereof to the
President of said corporation, or said special meeting may be called without
notice by unanimous consent of all the members by the presence of all the
members


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of said board at any such meeting. The special meetings of the Board of
Directors may be held within or without the State of Nevada.

SECTION 5. Notice:

No notice need be given of regular meetings of the Board of Directors. Notice of
the time and place (but not necessarily the purpose or all of the purposes) of
any special meeting will be given to each director in person or by telephone, or
via mail or telegram addressed in the manner then appearing on the corporation's
records. Notice to any director of any special meeting will be deemed given
sufficiently in advance when (i) if given by mail, the same is deposited in the
United States mail at least four days before the meeting date, with postage
thereon prepaid, (ii) if given by telegram, the same is delivered to the
telegraph office for fast transmittal at least 48 hours prior to the convening
of the meeting, (iii) if given by facsimile transmission, the same is received
by the director or an adult member of his or her office staff or household, at
least 24 hours prior to the convening of the meeting, or (iv) if personally
delivered or given by telephone, the same is handed, or the substance thereof is
communicated over the telephone, to the director or to an adult member of his or
her office staff or household, at least 24 hours prior to the convening of the
meeting. Any such notice may be waived as provided by law. No call or notice of
a meeting of directors will be necessary if each of them waives the same in
writing or by attendance. Any meeting, once properly called and noticed (or as
to which call and notice have been waived as aforesaid) and at which a quorum is
formed, may be adjourned to another time and place by a majority of those in
attendance.

SECTION 6. Quorum:

A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by law or by these
bylaws, but if at any meeting of the Board less than a quorum is present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.

SECTION 7. Action by Telephone or Consent:

Any meeting of the Board or any committee thereof may be held by conference
telephone or similar communications equipment as permitted by law in which case
any required notice of such meeting may generally describe the arrangements
(rather than the place) for the holding thereof, and all other provisions herein
contained or referred to will apply to such meeting as


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though it were physically held at a single place. Action may also be taken by
the Board or any committee thereof without a meeting if the members thereof
consent in writing thereto as contemplated by law.

SECTION 8. Order of Business:

The Board of Directors may, from time to time, determine the order of business
at its meetings. The usual order of business at such meetings shall be as
follows:

            1st   Roll Call; a quorum being present.

            2nd.  Reading of minutes of the preceding meeting and action
                  thereon.

            3rd.  Consideration of communications of the Board of Directors.

            4th.  Reports of officials and committees.

            5th.  Unfinished business.

            6th.  Miscellaneous business.

            7th.  New business.

            8th.  Adjournment.

                                   ARTICLE IV

                               POWER OF DIRECTORS

SECTION I. Generally:

The Government in control of the corporation shall be vested in the Board of
Directors.

SECTION 2. Special Powers:

The Board of Directors shall have, in addition to its other powers, the express
right to exercise the following powers:

            1. To purchase, lease, and acquire, in any lawful manner any and all
            real or personal property including franchises, stocks, bonds and
            debentures of other companies, business and goodwill, patents,
            trademarks in contracts, and interests thereunder, and other rights
            and properties which in their judgment, may be


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            beneficial for the purpose of this corporation, and to issue shares
            of stock of this corporation in payment of such property, and in
            payment for services rendered to this corporation when they deem it
            advisable.

            2. To fix and determine and to vary, from time to time, the amount
            or amounts to be set aside or retained as reserve funds or as
            working capital of this corporation.

            3. To issue notes and other obligations or evidence of the debt of
            this corporation, and to secure the same, if deemed advisable, and
            endorse and guarantee the notes, bonds, stocks, and other
            obligations of other corporations with or without compensation for
            so doing, and from time to time to sell, assign, transfer or
            otherwise dispose of any of the property of this corporation,
            subject, however, to the laws of the State of Nevada, governing the
            disposition of the entire assets and business of the corporation as
            a going concern.

            4. To declare and pay dividends, both in the form of money and
            stock, but only from the surplus or from the net profit arising from
            the business of this corporation, after deducting therefrom the
            amounts, at the time when any dividend is declared which shall have
            been set aside by the Directors as a reserve fund or as a working
            fund.

            5. To adopt, modify and amend the bylaws of this corporation.

            6. To periodically determine by Resolution of the Board the amount
            of compensation to be paid to members of the Board of Directors in
            accordance with Article 6, Section B, Subsection viii of the
            Articles of Incorporation.

                                   ARTICLE V

SECTION 1. Committees:

From time to time the Board of Directors, by affirmative vote of a majority of
the whole Board may appoint any committee or committees for any purpose or
purposes, and such committee or committees shall have and may exercise such
powers as shall be conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no time have more
power than that authorized by law.


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                                   ARTICLE VI
                                    OFFICERS

SECTION 1. Officers:

The officers of the corporation shall consist of a President, one or more
Vice-Presidents, Secretary, Assistant Secretaries, Treasurer, Assistant
Treasurer, a resident agent and such other officers as shall from time to time
be provided for by the Board of Directors. Such officers shall be elected by
ballot or unanimous acclamation at the meeting of the Board of Directors after
the annual election of Directors. In order to hold any election there must be
quorum present, and any officer receiving a majority vote shall be declared
elected and shall hold office for one year and until his or her respective
successor shall have been duly elected and qualified; provided, however, that
all officers, agents and employees of the corporation shall be subject to
removal from office pre-emptorily by vote of the Board of Directors at any
meeting.

SECTION 2. Powers and Duties of Chairman of the Board:

The Chairman of the Board of Directors will serve as a general executive
officer, but not necessarily as a full-time employee, of the corporation. He or
she shall preside at all meetings of the shareholders and of the Board of
Directors, shall have the powers and duties set forth in these bylaws, and shall
do and perform such other duties as from time to time may be assigned by the
Board of Directors.

SECTION 3. Powers and Duties of President:

The President shall at all times be subject to the control of the Board of
Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officers and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages, and
all other obligations in the name of the corporation, and with the Secretary or
Assistant Secretary shall sign all certificates of the shares of the capital
stock of the corporation.

The President shall each year present an annual report of the preceding year's
business to the Board of Directors at a meeting to be held immediately preceding
the annual meeting Of the shareholders, which report shall be read at the annual
meeting of the shareholders. The President shall do and perform such other
duties as from time to time may be assigned by the Board of Directors to him.


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Notwithstanding any provision to the contrary contained in the bylaws of the
corporation, the Board may at any time and from time to time direct the manner
in which any person or persons by whom any particular contract, document, note
or instrument in writing of the corporation may or shall be signed by and may
authorize any officer or officers of the corporation to sign such contracts,
documents, notes or instruments.

SECTION 4. Powers and Duties of Vice-president:

The Vice-president shall have such powers and perform such duties as may be
assigned to him by the Board of Directors of the corporation and in the absence
or inability of the President, the Vice-president shall perform the duties of
the President.

SECTION 5. Powers and Duties of the Secretary and Assistant Secretary:

The Secretary of said corporation shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the shareholders, and also
when requested by a committee, the minutes of such committee, in books provided
for the purpose. He shall attend to the giving and serving of notice of the
corporation. It shall be the duty of the Secretary to sign with the President,
in the name of the corporation, all contracts, notes, mortgages, and other
instruments and other obligations authorized by the Board of Directors, and when
so ordered by the Board of Directors, he shall affix the Seal of corporation
thereto. The Secretary shall have charge of all books, documents, and papers
properly belonging to his office, and of such other books and papers as the
Board of Directors may direct. In the absence or inability of the Secretary, the
Assistant Secretary shall perform the duties of the Secretary.

Execution of Instruments:

In addition to the provisions of any previous bylaws respecting the execution of
instruments of the corporation, the Board of Directors may from time to time
direct the manner in which any officer or officers or by whom any particular
deed, transfer, assignment, contract, obligation, certificate, promissory note,
guarantee and other instrument or instruments may be signed on behalf of the
corporation and any acts of the Board of Directors subsequent to the 1st day of
December, 1978 in accordance with the provision of this bylaw are hereby
adopted, ratified and confirmed as actions binding upon and enforceable against
the corporation.


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SECTION 6. Powers and Duties of Treasurer and Assistant Treasurer:

The Treasurer shall have the care and custody of all funds and securities of the
corporation, and deposit the same in the name of the corporation in such bank or
banks or other depository as the Directors may select. He shall sign checks,
drafts, notices, and orders for the payment of money, and he shall pay out and
dispose of the same under the direction of the Board of Directors, but checks
may be signed as directed by the Board by resolution. The Treasurer shall
generally perform the duties of and act as the financial agent for the
corporation for the receipt and disbursement of its funds. He shall give such
bond for the faithful performance of his duties as the Board of Directors may
determine. The office of the Treasurer of said corporation may be held by the
same person holding the President, Vice-president or Secretary's office,
provided the Board of Directors indicates the combination of these offices. In
the absence or inability of the Treasurer, the Assistant Treasurer shall perform
the duties of the Treasurer.

SECTION 7. Indemnification:

The corporation shall indemnify, to the fullest extent authorized or permitted
by law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than such law permitted the
corporation to provide prior to such amendment), any person made, or threatened
to be made, a defendant or witness to any threatened, pending or completed
action, suit, or proceeding (whether civil, criminal, administrative,
investigative or otherwise) by reason of the fact that he or she, or his or her
testator or intestate, is or was a director or officer of the corporation or by
reason of the fact that such director or officer, at the request of the
corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. Nothing contained
herein shall diminish any rights to indemnification to which employees or agents
other than directors or officers may be entitled by law, and the corporation may
indemnify such employees and agents to the fullest extent and in the manner
permitted by law. The rights to indemnification set forth in this Article VI,
Section 7 shall not be exclusive of any other rights to which any person may be
entitled under any statute, provision of the Articles of Incorporation, bylaw,
agreement, contract, vote of shareholders or disinterested directors, or
otherwise.


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In furtherance and not in limitation of the powers conferred by statute:

            1. The corporation may purchase and maintain insurance on behalf of
            any person who is or was a director, officer, employee or agent of
            the corporation, or is serving in any capacity, at the request of
            the corporation, any other corporation, partnership, joint venture,
            trust, employee benefit plan or other enterprise, against any
            liability or expense incurred by him or her in any such capacity, or
            arising out of his or her status as such, whether or not the
            corporation would have the power to indemnify him or her against
            such liability or expense under the provisions of law; and

            2. The corporation may create a trust fund, grant a security
            interest or lien on any assets of the corporation and/or use other
            means (including, without limitation, letters of credit, guaranties,
            surety bonds and/or other similar arrangements), and enter into
            contracts providing indemnification to the full extent authorized or
            permitted by law and including as part thereof provisions with
            respect to any or all of the foregoing to ensure the payment of such
            amounts as may become necessary to effect indemnification as
            provided therein, or elsewhere.

                                   ARTICLE VII

                      STOCK AND CERTIFICATES AND TRANSFERS

SECTION 1. Stock and Certificates and Transfers:

All certificates for the shares of the capital stock of the corporation shall be
signed by the President or Vice-President, and Secretary or Assistant Secretary.
All certificates shall be consecutively numbered in progression beginning with
number one. Each certificate shall show upon its face that the corporation is
organized under the laws of Nevada, the number and par value, if any, of each
share represented by it, the name of the person owning the shares represented
thereby, with the number of each share and and the date of issue, and that the
stock thereby represented is transferable only upon the books of the
corporation. A stock transfer book, known as the stock register shall be kept,
in which shall be entered the number of each certificate issued and the name of
the person owning the shares thereby represented, with the number of such shares
and the date of issue. The transfer of any share or


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<PAGE>

shares of stock in the corporation may be made by surrender of the certificate
issued therefor, and the written assignment thereof by the owner or his duly
authorized Attorney in Fact. Upon such surrender and assignment, a new
certificate shall be issued to the Assignee as he may be entitled, but without
such surrender and assignment no transfer of stock shall be recognized by the
corporation. The Board of Directors shall have the power concerning the issue,
transfer and registration of certificates for agents and registrars of transfer,
and may require all stock certificates to bear signatures of either or both. The
stock transfer books shall be closed ten days before each meeting of the
shareholders and during such period no stock shall be transferred.

SECTION 2. Right of First Refusal on Its Outstanding Common Stock:

      a. In case any holder of shares of Common Stock of the corporation shall
      wish to make any sale, transfer or other disposition of all or any part of
      the shares held by him, he shall first notify the Secretary of the
      corporation in writing designating the number of shares which he desires
      to dispose of, the name(s) of the person(s) to whom such shares are to be
      disposed of and the bona fide cash price at which such shares are to be so
      disposed of.

      b. The corporation shall have a period of 30 calendar days following the
      date of its receipt of such notice to determine whether it wishes to
      purchase such shares at the price stated therein. Such determination shall
      be made by the corporation by its delivery to such holder of a written
      acceptance of such offer within such 30-day period. Such written
      acceptance shall specify the date (to be not later than the tenth calendar
      day following the date on which such 30-day period expired), time and
      place at which such holder shall deliver to the corporation the
      certificate(s) for the shares of Common Stock to be so sold against the
      delivery by the corporation of a certified or bank cashier's check in the
      amount of the purchase price therefor.

      c. If the corporation shall not so accept such offer within such 30-day
      period, then such holder shall be entitled, for a period of 90 days
      commencing on the first day after the date on which such 30-day period
      expires, to dispose of all or any part of the shares of Common Stock
      designated in such notice to the corporation at the price set forth
      therein to the prospective named transferee(s) and such transferee(s)


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<PAGE>
      shall be entitled to have such shares transferred upon the books of the
      corporation upon its acquisition thereof at such price. If such holder
      shall not dispose of all or any part of such shares within such 90-day
      period (or, in the event of a sale of part thereof, the shares remaining
      untransferred), such shares shall continue to be subject in all respects
      to the provision of this Article VII, Sec. 2.

      d. All certificates for shares of Common Stock shall, so long as the
      provisions of this Article VII, Sec. 2 shall be in effect, bear the
      following legend:

            "The transfer of the shares represented by this
            certificate is subject to a right of first refusal by
            the corporation as provided in its bylaws, and no
            transfer of this certificate or the shares represented
            hereby shall be valid or effective unless and until such
            provision of the bylaws shall have been met. A copy of
            the bylaws of the corporation is available for
            inspection at the principal office of the corporation."

      e. The provisions of this Article VII, Sec. 2 may be terminated or
      modified at any time by the affirmative vote of not less than a majority
      of the then number of directors of the corporation. Each holder of shares
      of Common Stock shall be notified of any such termination and shall have
      the right to exchange his outstanding certificate for such shares for a
      certificate without the aforesaid legend.

SECTION 3. Lost Certificates:

In the event of the loss, theft or destruction of any certificate representing
shares of stock of this corporation, the corporation may issue (or, in the case
of any such stock as to which a transfer agent and/or registrar have been
appointed, may direct such transfer agent and/or registrar to countersign,
register and issue) a replacement certificate in lieu of that alleged to be
lost, stolen or destroyed, and cause the same to be delivered to the owner of
the stock represented thereby, provided that the owner shall have submitted such
evidence showing the circumstances of the alleged loss , theft or destruction,
and his or her ownership of the certificate as the corporation considers
satisfactory, together with any other facts which the corporation considers
pertinent, and further


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provided that an indemnity agreement and/or indemnity bond shall have been
provided in form and amount satisfactory to the corporation and to its transfer
agents and/or registrars, if applicable.

                                  ARTICLE VIII

                                   FISCAL YEAR

SECTION 1. Fiscal Year:

      The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE IX

                               AMENDMENT OF BYLAWS

SECTION 1. Amendment of Bylaws by the Board of Directors:

The bylaws may be amended by a majority vote of the Board of Directors of this
corporation at any meeting of the Board of Directors.

SECTION 2 . Shareholder Amendment of Bylaws:

The bylaws may be amended by an affirmative vote of two-thirds of all of the
outstanding shares of common stock entitled to vote, which vote must be by
ballot at a duly constituted meeting of the shareholders, the notice of which
meeting must include the proposed amendment.


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<PAGE>
                                   CERTIFICATE

      I, Gary V. Klinefelter, Secretary of UHI Merger Corporation, a Nevada
corporation, do hereby certify that the foregoing is a true and correct copy of
the corporation's bylaws, and that such bylaws are in full force and effect as
of the date hereof.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the corporation this 30th day of July,1990.


                                                /s/ Gary V. Klinefelter
                                                -------------------------------
                                                Gary V. Klinefelter,
                                                Secretary


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