[Note: These bylaws are still effective as of 12/31/96.]

                                 EXHIBIT 2:
                                  BYLAWS
<PAGE>
                                  BY-LAWS

                           ARTICLE I - OFFICES

     Section 1. The registered office of the corporation in the State of 
Delaware shall be at 710 Yorklyn Rd., Hockessin, Delaware, County of New 
Castle

     The registered agent in charge thereof shall be Registered Agents, Ltd.

     Section 2. The corporation may also have offices at such ocher places as 
the Board of Directors may from time to time appoint or the business of the 
corporation may require.

                             ARTICLE II - SEAL

     Section 1. The corporate seal shall have inscribed thereon the name of 
the corporation, the year of its organization and the words "Corporate Seal, 
Delaware".

                    ARTICLE III - STOCKHOLDERS' MEETING

     Section 1. Meetings of stockholders-shall be held at the registered 
office of the corporation in this state or at such place, either within or 
without this state, as may be selected from time to time by the Board of 
Directors.

     Section 2.   Annual Meetings:      The annual meeting of the stockholders 
shall be held on the fifteenth day of May in each year if not a legal holiday, 
and if a legal holiday, then on the next secular day following at two o'clock 
p.m.
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<PAGE>

when they shall elect a Board of Directors and transact such other business as 
may properly be brought before the meeting. ,If the annual meeting for 
election of directors is not held on the date designated therefor, the 
directors shall cause the meeting co be held as soon thereafter as convenient.

     Section 3.   ELECTION OF DIRECTORS:     Elections of the directors of the 
corporation shall be by written ballot.

     Section 4. SPECIAL MEETINGS:      Special meetings of the stockholders 
may be called at any time by the President, or the Board of Directors, or 
stockholders entitled to cast at least one-fifth of the votes which all 
stockholders are entitled to cast at the particular meeting. At any time, upon 
written request of any person or persons who have duly called a special 
meeting, it shall be the duty of the Secretary to fix the date of the meeting, 
to be held not more than sixty days after receipt of the request, and to give 
due notice thereof.  If the Secretary shall neglect or refuse to fix the date 
of the meeting and give notice thereof, the person or persons calling the 
meeting may do so.

     Business transacted at all special meetings shall be confined to the 
objects stated in the call and matters germane thereto, unless all 
stockholders entitled to vote are present and consent.

     Written notice of a special meeting of stockholders stating the time and 
place and object thereof, shall be given to each stock holder entitled co voce 
thereof  at least 14 days before such meeting, unless a greater period of 
notice is required by statute in a particular case.

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<PAGE>
     Section 5. QUORUM:      A majority outstanding shares of the corporation 
entitled to voce, represented in person or by proxy, shall constitute a quorum 
at a meeting of stockholders. If less than a majority of the outstanding 
shares entitled to vote is represented at a meeting, a majority of the shares 
so represented may adjourn the meeting from time to time without further ed. 
The stockholders present ac a duly organized meeting may continue co transact 
business until adjournment. notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum.

     Section 6. PROXIES:      Each stockholder entitled to vote at a meeting 
of stockholders or to express consent or dissent to corporate action in 
writing without a meeting may authorize another person or persons to act for 
him by proxy, but no such proxy shall be voted or acted upon after three years 
from its duce, unless the 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. All 
proxies 
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<PAGE>

shall be filed which the Secretary of the meeting before being voted upon.

     Section 7. NOTICE OF MEETINGS:      Whenever stockholders are required or 
permitted co cake any action ac a meeting, a written notice of the meeting 
shall be given which shall state the place, dace and hour of the meeting, and, 
in the case of a special meeting, the purpose or purposes for which the 
meeting is called.

     Unless otherwise provided by law, written notice of any meeting shall be 
given not less than ten nor more than sixty days before the dace of the 
meeting to each stockholder entitled to vote at such meeting.

     Section 8. CONSENT IN LIEU OF MEETINGS:     Any action required to be 
taken at any annual or special meeting of stockholders of a corporation, or 
any action which may be taken at any annual or special meeting of such 
stockholders, may be taken without a meeting, without prior notice and without 
a vote, if a consent in writing, setti less than the minimum number of votes 
that would be necessary to authorize or take such act notice of the taking of 
the corporate action without a meeting by less than unanimous written consent 
shall be given to those stockholders who have not consented in writing.
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<PAGE>
     Section 9.  LIST OF STOCKHOLDERS:      The officer who has charge or the 
stock ledger of the corporation shall prepare and make, at least ten days 
before every meeting of stockholders, a complete list of the stockholders 
entitled to vote at the meeting, arranged in alphabetical order, and showing 
the address or each stockholder and the number of shares registered in the 
name or each stockholder No share of stock upon which any installment is due 
and unpaid shall be voted at any meeting The list shall be open to the 
examination of any stockholder, for any purpose germane to the meeting, during 
ordinary business hours, for a period of at least ten days prior to the 
meeting, either at a place within the city where the meeting is to be 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 stockholder who is present.

                             ARTICLE IV - DIRECTORS

     Section 1.      The business and affairs of this corporation shall be 
managed by its Board of Directors, five in number. The directors need not be 
residents of this state or stockholders in the corporation. They shall be 
elected by the stockholders at the annual meeting of stockholders of the 
corporation, and each director shall be elected for the term of one year, and 
until his
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<PAGE>

successor shall be elected and shall qualify or until his earlier resignation 
or removal.

     Section 2. REGULAR MEETINGS:      Regular meetings of the. Board shall be 
held without notice ever three months, on the first Monday of the quarter at 
the registered office of the corporation, or at such other time and place as 
shall be determined by the Board.

     Section 3.  SPECIAL MEETINGS:      Special Meetings of the Board may be 
called by the President on 10 days notice to each director, either personally 
or by mail or by telegram; special meetings shall be called by the President 
or Secretary in like manner and on like notice on the written request of a 
majority of the directors in office.

     Section 4. QUORUM:      A majority of the total number of directors shall 
constitute a quorum for the transaction of business.

     Section 5. CONSENT IN LIEU OF MEETING:      Any action required or 
permitted to be taken at any meeting of the Board of Directors. Or of any 
committee thereof, may be taken without a meeting, if all members of the Board 
or committee, as the case may be, consent thereof in writing, and the writing 
or writings are filed with the minutes of proceedings of the Board or 
committee. The Board of Directors may hold its meetings, and have an office or 
offices, outside of this state.

     Section 6. CONFERENCE TELEPHONE:      One or more directors may 
participate I a meeting of the Board, of a committee of the Board
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or of the stockholders, by means of conference telephone or similar 
communications equipment by means of which all persons participating in the 
meeting can hear each ocher; participation in this manner shall constitute 
presence in person at such meeting.

     Section 7. COMPENSATION:      Directors as such, shall not receive any 
stated salary for their services. but by resolution of the Board, a fixed sum 
and expenses of attendance, if any, may be allowed for attendance at each 
regular or special meeting of the Board PROVIDED, that nothing herein 
contained shall be construed to preclude any director from serving the 
corporation in any other capacity and receiving compensation therefor.

     Section 8. REMOVAL:      Any director or the entire Board of Directors 
may be removed, with or without cause, by the holders of a majority of the 
shares then entitled to vote at an election of directors, except that when 
cumulative voting is permitted, if less than the entire Board is to be 
removed, no director may be removed without cause if the votes cast against 
his removal would be sufficient to elect him if then cumulatively voted at an 
election of the entire Board of Directors, or, if there be classes of 
directors, at an election of the class of directors of which  he is a part. .

                              ARTICLE V - OFFICERS

     Section. 1.      The executive-officers of the corporation shall be 
chosen by the directors and shall be a President, Secretary
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<PAGE>

and Treasurer. The Board of Directors may also choose a Chairman, one or more 
Vice Presidents and such other officers as it shall deem necessary. Any number 
of offices may be held by the same person.

     Section 2. SALARIES:      Salaries of all officers and agents of the 
corporation shall be fixed by the Board of Directors.

     Section 3. TERM OF OFFICE:      The officers of the corporation shall 
hold office for one year and until their successors are chosen and have 
qualified. Any officer or agent elected or appointed by the Board may be 
removed by the Board of Directors whenever in its judgment the best interest 
of the corporation will be served thereby.

     Section 4. PRESIDENT:      The President shall be the chief executive 
officer of the corporation; he shall preside at all meetings of the 
stockholders and directors; he shall have general and active management of the 
business of the corporation, shall see that all orders and resolutions of the 
Board are carried into effect, subject, however, to the right of the directors 
to delegate any specific powers, except such as may be by statute exclusively 
conferred on the President, to any other officer or officers of the 
corporation; He shall execute bonds, mortgages and other contracts requiring a 
seal, under the seal of the corporation. He shall be EX-OFFICIO a member of 
all committees, and shall nave the general power and duties of supervision and 
management usually vested in the office or President of. a corporation.
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<PAGE>

     Section 5. SECRETARY: The Secretary shall attend all sessions of the 
Board and all meetings of the stockholders and act as clerk thereof. and 
record all the voces of the Corporation and the minutes or all its 
transactions in a book to be kept for that purpose, and shall perform like 
duties for all committees of the Board of Directors when required.  He shall 
give, or cause to be given, notice of all meetings of the stockholders and of 
the Board of Directors, and shallt requiring it.

     Section 6. TREASURER:      The Treasurer shall have custody of the 
corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the corporation, and shall 
keep the moneys of the corporation in a separate account to the credit of the 
corporation. He 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, ac the regular meetings of the Board, or 
whenever they may require it, an account of all his transactions as Treasurer 
and of the financial condition of the corporation.


                            ARTICLE VI - VACANCIES

     Section 1.Any vacancy occurring in any office of the 
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corporation by death, resignation, removal or otherwise, shall be filled by 
the Board of Directors.  Vacancies and newly created directorships resulting 
from any increase in the authorized number of directors may be filled by a 
majority of the directors then in office, although less than a quorum, or by a 
sole remaining director. If at any time, by reason of death or resignation or 
ocher cause, the corporation should have no directors in office, then any 
officer or any stockholder or an executor, administrator, trustee or guardian 
of a stockholder. or ocher fiduciary encrusted with like responsibility for 
the person or estate of a stockholder, may call a special meeting of 
stockholders in accordance with the provisions of these By-Laws.

     Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE: When one or more 
directors shall resign from the Board, effective at a future date, a majority 
of the directors then in office, including those who have so resigned, shall 
have power to fill such vacancy or vacancies, the vote thereon to take effect 
when such resignation or resignations shall become effective.

                        ARTICLE VII - CORPORATE RECORDS

     Section 1.      Any stockholder of record, in person or by attorney or 
other agency, shall, upon written demand under oath stating the purpose 
thereof, have the right during the usual hours for business co inspect for any 
proper purpose the corporation's stock ledger, a list of its stockholders and 
its other books and records, and to make copies or extracts therefrom.
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<PAGE>

     A proper purpose shall mean a purpose reasonably related to such person's 
interest as a stockholder. In every instance where an attorney or other agent 
shall be the person who seeks he right to inspection, the demand under oath 
shall be accompanied by a power of attorney or such other writing which 
authorizes the attorney or other agent to so act on behalf of the stockholder. 
The demand under oath shall be directed to the corporation ac its registered 
office in this state or at its principal place of business.

               ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

     Section 1. The stock certificates of the corporation shall be numbered 
and registered in the share ledger and transfer books of the corporation as 
they are issued. They shall bear the corporate seal and shall be signed by the 
President and Secretary

     Section 2     TRANSFERS:     Transfers of shares shall be made on the 
books of the corporation upon surrender of the certificates therefor, endorsed 
by the person named in the certificate or by attorney, lawfully constituted in 
writing.  No transfer shall be made which is inconsistent with law.

     Section 3. LOST CERTIFICATE: The corporation may issue a new certificate 
of stock in the place of any certificate theretofore signed by it, alleged to 
have been lost, stolen or destroyed, and the corporation may require the owner 
of the lost, stolen or destroyed certificate, or his legal representative.
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<PAGE>

    to give the corporation a bond sufficient to indemnify it 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 such new certificate.

      Section 4      RECORD DATE:      In order that the corporation may 
determine the stockholders entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, or to express consent to corporate 
action in writing without a meeting, or entitled to receive payment of any 
dividend or other distribution or allotment of any rights, or 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, 
in advance, a record date, which shall not be more than sixty nor less than 
ten days before the date of such meeting, nor more than sixty days prior to 
any other action. If no record date is fixed:

     (a) The record date for determining stockholders entitled to notice of or 
to vote at a meeting of stockholders shall be at the close of business on the 
day next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held. 
     (b)  The record date for determining stockholders entitled to express 
consent to corporate action in writing without a meeting, when no-prior action 
by the Board of
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<PAGE>

Directors is necessary, shall be the day on which the first written consent is 
expressed.

     (c) The record date tor determining stockholders for any other purpose 
shall be at the close of business on the day on which the Board of Directors 
adopts the resolution replacing thereto.

     (d) A determination of stockholders of record entitled to notice of or to 
vote at a meeting of stockholders 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. 

     Section 5.      DIVIDENDS:      The Board of Directors may declare and 
pay dividends upon the outstanding shares of the corporation from time to time 
and to such extent as they deem advisable, in the manner and upon the terms 
and conditions provided by statute and the Certificate of Incorporation.

     Section 6.     RESERVES:     : Before payment of any dividend there may 
be set-aside out of the net profits of the corporation such sum or sums as the 
directors, from time to time, in their absolute discretion, think proper as a 
reserve fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation, or for such other 
purposes as the directors shall think conductive to the interests of the 
corporation, and their director may abolish any such reserve in the manner in 
which it was created.
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Directors is necessary, shall be the day on which the first written consent is 
expressed.

     (c)      The record date for determining stockholders for any other 
purpose shall be at the close of business on the day on which the Board of 
Directors adopts the resolution relating thereto.

     (d)     A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders 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. 

     Section 5.  DIVIDENDS:  The Board of Directors may declare and pay 
dividends upon the outstanding shares of the corporation from time to time 
and to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.

     Section 6.  RESERVES:  Before payment of any dividend there may be set 
aside out of the net profits of the corporation such sum or sums as the 
directors, from time to time, in their absolute discretion, think proper as a 
reserve fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation, or for such other 
purposes as the directors shall think conductive to the interests of the 
corporation, and the directors may abolish any such reserve in the manner in 
which it was created.
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<PAGE>

                   ARTICLE IX - MISCELLANEOUS PROVISIONS

     Section l.      CHECKS:      All checks or demands for money and notes of 
the corporation shall be signed by such officer or officers as the Board of 
Directors may from time to time designate.

     Section 2.      FISCAL YEAR:      The fiscal year shall begin on the 
first day of April 1989

     Section 3.      NOTICE:      Whenever written notice is required to be 
given co any person, it may be given to such person, either personally or by 
sending a copy thereof through the mail, or by telegram, charges prepaid, to 
his address appearing on the books of the corporation, or supplied by him to 
the corporation for the purpose of notice. If the notice is sent by mail or by 
telegraph, it shall be deemed to have been given to the person entitled 
thereto when deposited in the United States mail or with a telegraph office 
for transmission to such person. Such notice shall specify the place, day and 
hour of the meeting and, in the case of special meeting of stockholders, the 
general nature of the business to be transacted.

     Section 4     WAIVER OF NOTICE:     Whenever any written notice is required
by stature, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice, 
whether before or after the time stated therein, shall be deemed equivalent to 
the giving of such notice.  Except in the case of a special meeting of 
stockholders neither the business to be transacted at nor the purpose of the 
meeting need be specified in the waiver of notice of such 
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meeting.  Attendance of a person either in person or by proxy, at any meeting 
shall constitute a waiver of notice of such meeting, except where a person 
attends a meeting for the express purpose of objecting to the transaction of 
any business because the meeting was not lawfully called or convened.

     Section 5.      DISALLOWED COMPENSATION:      Any payments made to an 
officer or employee of the corporation such as a salary. commission, bonus, 
interest, rent, travel or entertainment expense incurred by him, which shall 
be disallowed in whole or in parc as a deductible expense by the Internal 
Revenue Service, shall be reimbursed by such officer or employee to the 
corporation to the full extent of such disallowance. It shall be the duty of 
the directors, as a Board, to enforce payment of each such amount disallowed. 
In lieu of payment by the officer or employee, subject to the determination of 
the directors, proportionate amounts may be withheld from his future 
compensation payments until the amount owed to the corporation has been 
recovered.

     Section 6.      RESIGNATIONS:      Any director or other officer may 
resign at anytime, such resignation to be in writing, and to take effect from 
the time of its receipt by the corporation, unless some time be fixed in the 
resignation and then from that date. The acceptance of a resignation shall not 
be required to make it effective.

                        ARTICLE X - ANNUAL STATEMENT

     Section 1.The President and Board of Directors shall
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present at each annual meeting a full and complete statement of the business 
and affairs of the corporation for the preceding year. Such statement shall be 
prepared and presented in whatever manner the Board of Directors shall deem 
advisable and need not be verified by a certified public accountant.

                             ARTICLE XI - AMENDMENTS

     Section 1.      These By-Laws may be amended or repealed by the voce of 
stockholders entitled to cast at least a majority of the votes which all 
stockholders are entitled to cost thereon, at any regular or special meeting 
of the stockholders. duly convened after notice to the stockholders of that 
purpose.
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<PAGE>

                                     BY-LAWS

                                        OF 

                              SANTA LUCIA FUNDING, INC.


                                    ARTICLE I
                                     OFFICES

     The principal office of the corporation in the State of Utah shall be 
located in the City of Salt Lake City, County of Salt Lake.  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 Fourth Thursday in the month of March in each year, 
beginning with the year 1986, at the hour of 2:00 o'clock p.m., for the 
purpose of electing Directors and for the transaction of such other business 
as may come before the meeting.  If the day fixed for the annual meeting shall 
be a legal holiday in the State of Utah, such meeting shall be held on the 
next succeeding business day.  If the election of Directors shall not be held 
on the day designated herein 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 special meeting of the shareholders as soon thereafter as 
conveniently may be.

     SECTION 2.     SPECIAL MEETINGS.     Special meetings of the 
shareholders, for any purpose or purposes, unless other wise prescribed by 
statute, may be called by the President or by the Board of Directors, and 
shall be called by the President at the request of the holders of not less 
than ten percent (10.0%) of all the outstanding shares of the corporation 
entitled to vote at the meeting.

     SECTION 3.     PLACE OF MEETING.     The Board of Directors may designate 
any place, either within or without the State of Utah, unless otherwise 
prescribed by  statute, as the place of meeting for any annual meeting or for 
any special meeting.  A
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waiver of notice signed by all shareholders entitled to vote at a meeting may 
designate any place, either within or without the State of Utah, unless 
otherwise prescribed by statute, as the place for the holding of such meeting. 
If no designation is made, the place of meeting shall be the principal office 
of the corporation is in the State of Utah.

     SECTION 4.     NOTICE OF MEETING.     Written notice stating the place, 
day and hour of the meeting and, in case of a special meeting, the purpose or 
purposes for whichhe stock transfer books of the corporation, with postage 
thereon prepaid.

     SECTION 5.     CLOSING OF TRANSFER BOOKS OF FIXING OF RECORD.     For the 
purpose of determining shareholders entitled to notice of or to vote at any 
meeting of shareholders or any adjournment thereof, or shareholders entitled 
to received 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, but not to exceed in any case fifty (50) days.  If the stock 
transfer books shall be closed for the purpose of determining shareholders 
entitled to notice of or to vote at a meeting of shareholders, such books 
shall be closed for at least ten (10) day immediately preceding such meeting.  
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 data in any case to be not more than fifty (50) day and , in case of a 
meeting of shareholders, not less than ten (10) day, 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 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.  When a determination of shareholders entitled to vote at  
provided in this
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section, such determination shall apply to any adjournment thereof.

     SECTION 6.     VOTING LISTS.     The officer or agent having charge of the 
stock transfer books for shares of the corporation shall make a complete list 
of the shareholders entitled to vote at each meeting of shareholders or any 
adjournment thereof, arranged in alphabetical order, with the address of and 
the number of shares held by each.  Such list shall be produced and kept open 
at the time and place of the meeting and shall be subject to the inspection of 
any shareholder during the whole time  of the meeting for the purposes 
thereof.

     SECTION 7.     QUORUM.     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.  At such adjourned meeting at which a quorum shall be present or 
represented, any business may be transacted which might have been transacted 
at the meeting as originally noticed.  The shareholders present at a duly 
organized meeting may continue to transact business until adjournment, 
notwithstanding the withdrawal of enough shareholders to leave less than a 
quorum.

     SECTION 8.     PROXIES.     At all meetings of shareholders, a 
shareholder may vote in person or by proxy executed in writing by the 
shareholder or by his duly authorized attorney-in-fact.  Such proxy shall be 
filed with the secretary of the corporation before or at the time of the 
meeting.  No proxy shall be valid after eleven (22) months from the date of 
its execution, unless otherwise provided in the proxy.

     SECTION 9.     VOTING OF SHARES.     Each outstanding share entitled to 
vote shall be entitled to one vote upon each matter submitted to a vote at a 
meeting of shareholders.

     SECTION 10.     VOTING OF SHARES BY CERTAIN HOLDERS.     Shares standing 
in the name of another corporation may be voted by such officer, agent or 
proxy as the By-Laws of such corporation may prescribe or, in the absence of 
such provision, as the Board of Directors of such corporation may 
determine.
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     Shares held by an administrator, executor, guardian or conservator may be 
voted by him, either in person or by proxy, without a transfer of such shares 
into his name.     Shares standing in the name of a trustee may be voted by 
him, either in person or by proxy, but no trustee shall be entitled to vote 
shares held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver, 
and shares held by or under the control of a receiver may be voted by such 
receiver without the transfer thereof into his name, if authority so to do be 
contained in an appropriate order of the court by which such receiver was 
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such 
shares until the shares have been transferred into the name of the pledgee, 
and thereafter the pledgee shall be entitled to vote the shares so 
transferred.

     Shares of its own stock belonging to the corporation shall not be voted, 
directly or indirectly, at any meeting, and shall not be counted in 
determining the total number of outstanding shares at any given time.

     SECTION 11.     INFORMAL ACTION BY SHAREHOLDERS.     Unless otherwise 
provided by law, any action required to be taken at a meeting of the 
shareholders, or any other action which may be taken at a meeting of the 
shareholders, may be taken without a meeting if a consent in writing, setting 
forth the action so taken, shall be signed by all of the shareholders entitled 
to vote with respect to the subject matter thereof.


                                ARTICLE III
                            BOARD OF DIRECTORS

     SECTION 1.     GENERAL POWER.     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 fixed by the Board of Directors, but in 
no event shall be less than three (3).  Each director shall hold office until 
the next annual meeting of shareholders and until his successor shall have 
been elected and qualified.
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SECTION 3.     REGULAR MEETING.     A regular meeting of the Board of 
Directors shall be held without other notices than this By-Law immediately 
after, and at the same place as, the annual meeting of shareholders.  The 
Board of Directors may provide, by resolution, the time and place for the 
holding of additional regular meetings without notice other than such 
resolution.

     SECTION 4.     SPECIAL MEETINGS.     Special meeting of the Board of 
Directors may be called by of at the request of the President or any two 
directors.  The person or persons authorized to call special meetings of the  
Board of Directors may fix the place for holding any special meeting of the 
Board of Directors called by them.

     SECTION 5.     NOTICE.     Notice of any special meeting shall be given 
at least one (1) day previous thereto by written notice delivered personally 
or mailed to each director at his business address, or by telegram.  If 
mailed, such notice shall be deemed to be delivered when deposited in the 
United States Mail so addressed, with postage thereon prepaid.  If notice be 
given by telegram, such notice shall be deemed to e delivered when the 
telegram is delivered to the telegraph company.  Any directors may waive 
notice of any meeting.  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 6.     QUORUM.     A majority of the number of directors fixed by 
Section 2 of this Article III shall constitute a quorum for the transaction of 
business at any meeting of the Board of Directors, but if less than such 
majority is present at a meeting, a majority of the directors present may 
adjourn the meeting from time to time without further notice.

     SECTION 7.     MANNER OF ACTING.     The act of the majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors.

     SECTION 8.  ACTION WITHOUT A MEETING.  Any action that may be taken by the 
Board of Directors at a meeting may be taken without a meeting if a consent in 
writing, setting forth the action so to be taken, shall be signed before such 
action by all of the Directors.
                                       E-44
<PAGE>

     SECTION 9.   VACANCIES.     Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors 
though less than a quorum of the Board of Directors, unless otherwise provided 
by law.  A director elected to fill a vacancy shall be elected for the 
unexpired term of his 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 10.     COMPENSATION.     By resolution  of the Board of 
Directors, each Director may be paid his expenses, if nay, of attendance at 
each meeting of the Board of Directors, and may be paid a stated salary as 
director or a fixed sum for attendance at each meeting of the Board of 
Directors or both.  No such payment shall preclude any director from serving 
the corporation in any other capacity and receiving compensation therefor.

     SECTION 11.      PRESUMPTION OF ASSENT.     A director of the 
corporation who is present at a meeting of the Board of  Directors at which 
action on any corporate matter is taken shall be presumed to have assented to 
the action taken unless his dissent shall be entered in the minutes of the 
meeting or unless he shall file his written dissent to such action with the 
person acting as the Secretary of the meeting before the adjournment thereof, 
or shall forward such dissent by registered mail to the Secretary of the 
corporation immediately after the adjournment of the meeting.  Such right to 
dissent shall not apply to a Director who voted in favor of such action.


                                  ARTICLE IV
                                   OFFICERS

     SECTION 1.     NUMBER.     The officers of the corporation shall be a 
President, one or more Vice Presidents, a Secretary and a Treasurer, each of 
whom shall be elected by 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, including a Chairman of the Board.  in its discretion, 
the Board of Directors may leave unfilled for any such period as it may 
determine any office except those of President and Secretary.  Any two or more 
offices may be held by the same person, except for the offices of President 
and Secretary which may not be held by the same person.  Officers mayor may 
not be directors or shareholders of the Corporation.
                                        E-45
<PAGE>
     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 the 
officers shall not be held at such meeting, such election shall be held as 
soon thereafter as conveniently may be.  Each officer shall hold office until 
his successor shall have been duly elected and shall have qualified, or until 
his death, or until he shall resign or shall have been removed in the manner 
hereinafter provided.

     SECTION 3.     REMOVAL.     Any officer or agent may be removed by the 
Board of Directors whenever, in its judgment, the best interests of the 
corporation will be served thereby, but such removal shall b 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.     PRESIDENT.  The president shall be the principal executive
officer of the corporation and, subject to the control of the Board of 
Directors, shall in general supervise and control all of the business and 
affairs of the corporation.  he shall, when present, preside at all meetings of 
the sharesholders and of the Board of Directors, unless there is a Chairman of 
the Board, in which case the Chairman shall preside.  He may sign, with the 
secretary or any other Board of officer of the corporation thereunto authorized 
by the Board of Directors, certificates for shares of the corporation, any 
deeds, mortgages, bonds, contracts, or other instruments which the Board of 
Directors has authorized to be executed, except in cases where the signing and 
execution thereof shall be expressly delegated by the Board of Directors or by 
these By-Laws to some other officer or agent of the corporation, or shall be 
required by law to be otherwise signed or executed; and in general shall 
perform all duties incident to the office of President and such other duties 
as may be prescribed by the Board of Directors from time to time.

     SECTION 6.     VICE PRESIDENT.     In the absence of the President or in 
the event of his death, inability or refusal to act, the Vice President shall 
perform the duties of the 
                                      E-46
<PAGE>

President, and when so acting, shall have all the powers of and be subject to 
all the restrictions upon the President.  The Vice President shall perform 
such other duties as from time to time may be assigned to him by the President 
or by the Board of Directors.  If there is more than one Vice President, each 
Vice President shall succeed to the duties of the President in order of rank 
as determined by the Board of Directors.  If no such rank has been determined, 
then each Vice President shall succeed to the duties of the President in order 
of the date of election, the earliest date having the first rank.

     SECTION 7.     SECRETARY.     The Secretary shall: (a)  keep the minutes 
of the proceedings of the shareholders and of the Board of Directors in one or 
more books provided for that purpose;  (b)  see that all notices are duly 
given in accordance with the provisions of these By-Laws or as required by 
law;  (c)  be custodian of the corporate records and of the seal of the 
corporation and see that the seal of the corporation is affixed to all 
documents, the execution of which on behalf of the corporation under its seal 
is duly authorized;  (d)  keep a register of the post office address of each 
shareholder which shall be furnished to the Secretary by such shareholder;  
(e)  sign with the President certificates for share 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 
the Secretary and such other duties as from time to time may be assigned to 
him by the President or by the Board of Directors.

     SECTION 8.     TREASURER.     The Treasurer shall:  (a) have charge and 
custody of and be responsible for all funds and securities of the 
corporation;  (b)  receive and give receipts for moneys due and payable to the 
corporation from any source whatsoever, and deposit all such moneys in the 
name of the corporation in such banks, trust companies or other depositories 
as shall be selected in accordance  with the provisions of Article VI of these 
By-Laws; 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 
by the President or by the Board of Directors.  If required by the board of 
Directors, the Treasurer shall give a bond for the faithful discharge of his 
duties in such sum and with such sureties as the Board of Directors shall 
determine.

     SECTION 9.     SALARIES.     The salaries of the officers shall be fixed 
from time to time by the Board of Directors, and no
                                    E-47
<PAGE>

officer shall be prevented from receiving such salary by reason of the 
fact that he is also a director of the corporation.


                                   ARTICLE V
                                   INDEMNITY

     The corporation shall indemnify its directors, officers, and employees as 
follows:

     (a)     Every director, officer, or employee of the corporation shall be 
indemnified by the corporation against all expenses and liabilities, including 
counsel fees, reasonably incurred by or imposed upon him in connection with 
any proceeding to which he may be made a party, or in which he may become 
involved, by reason of his being or having been a director, officer, employee 
or agent of the corporation or is or was serving at the request of the 
corporation as a director, officer, employee or agent of the corporation, 
partnership, joint venture, trust or enterprise, or any settlement thereof, 
whether or not he is a director, officer, or employee is adjudged guilty or 
willful misfeasance or malfeasance in the performance of his duties; provided 
that in the event of a settlement the indemnification herein shall apply only 
when the Board of Directors approves such settlement and reimbursement as 
being for the best interests of the corporation.

     (b)     the corporation shall provide to any person who is or was a 
director, officer, employee, or agent of the corporation or is or was serving 
at the request of the corporation as a director, officer, employee or agent of 
the corporation, partnership, joint venture, trust or enterprise, the 
indemnity against expenses of suit, litigation or other proceedings which is 
specifically permissible under the Utah Business Corporation At.

     (c)     the Board of Directors may, in its discretion, direct the 
purchase of liability insurance by way of implementing the provisions of this 
Article V.
                                          E-48
<PAGE>

                                       ARTICLE VI
                       CONTRACTS, LOANS, CHECKS AND DEPOSITS


     SECTION 1.     CONTRACTS.     The Board of Directors may authorize nay 
officer or officers, agent or agents to enter into any contract or execute and 
deliver any instrument in the name of and on behalf of the corporation, and 
such authority may be general or confined to specific instances.

     SECTION 2.     LOANS.          No loans shall be contracted on behalf of 
corporation and no evidences of indebtedness shall be issued in its name 
unless authorized by a resolution of the Board of Directors.  Such authority 
may be general or confined to specific instances.

     SECTION 3.     CHECKS, DRAFTS, ETC.     All checks, drafts or other 
orders for the payment of money, notes or other evidences of indebtedness 
issued in the name of the corporation, shall be signed by such officer or 
officers, agent or agents of the corporation and in such manner as shall from 
time to time be determined by resolution of the Board of Directors.

     SECTION 4.     DEPOSITS.     All funds of the corporation not otherwise 
employed shall be deposited from time to time to the credit of the corporation 
in such banks, trust companies or other depositories as the Board of Directors 
may select.

                              ARTICLE VII
            CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.     CERTIFICATES FOR SHARES.     Certificates representing 
share of the corporation shall be in such form as shall be determined by the 
Board of Directors.  Such certificates shall be determined by the Board of 
Directors.  Such certificates shall be signed by the President and by the 
Secretary or by such other officers authorized by law and by the Board of 
Directors so to do, and sealed with the corporate seal.  All certificates for 
shares shall be consecutively numbered or otherwise identified.  The name and 
address of the person to whom the shares represented thereby are issued, with 
the number of shares and date of issue, shall be entered on the stock transfer 
books of the corporation.  All certificates surrendered to the corporation for 
transfer shall be canceled and no new certificate shall be issued until the 
former certificate for a like number of shares shall have been surrendered and 
canceled, except that in case of a lost, destroyed or militated certificate, a 
new one may be issued
                                         E-49
<PAGE>

therefor upon such terms and indemnity to the corporation as the Board of 
directors may prescribe.

     SECTION 2.     TRANSFER OF SHARES.     Transfer of shares of the 
corporation shall be made only on the stock transfer books of the corporation 
by the holder of record thereof or by his legal representative, who shall 
furnish proper evidence of authority to transfer, or by his attorney thereunto 
authorized by power of attorney duly executed and filed with the Secretary of 
the corporation, and on surrender of or cancellation of the certificate for 
such shares.  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 VIII
                                  FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January 
and end on the 31st day of December of each year.

                                  ARTICLE IX
                                  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 X
                               CORPORATE SEAL

     The Board of Directors may provide a corporate seal which shall be 
circular in form and shall have inscribed thereon the name of the corporation 
and the state of incorporation and the words, "Corporate Seal."

                                  ARTICLE XI
                               WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice is required to be 
given to any shareholder or director of the corporation under the provisions 
of these By-Laws or under the provisions of the Articles of Incorporation or 
under the 
                                     E-50
<PAGE>

provisions of the Utah Business Corporation Act, a waiver thereof in writing, 
signed by the person or persons entitled to such notice, whether before or 
after the time stated therein, shall be deemed equivalent to the giving of 
such notice.

                                ARTICLE XIII
                                 AMENDMENTS

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

     The above By-Laws are certified to have been adopted by the Board of 
Directors or the corporation on the 22nd day of January, 1986.

     
                                   /s/ WAYNE D. SMITH                   
                                   ------------------------
                                   Wayne D. Smith/ Secretary

CDN1276W
<PAGE>