AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          FIELDS AIRCRAFT SPARES, INC.


                               ARTICLE I. OFFICES

                  Section  1.  Principal  Office.  The  principal  office of the
corporation  shall be as designated by the board of directors.  The  corporation
may from time to time change the  location of its  principal  office,  within or
without the State of Utah. The corporation  may have such other offices,  either
within or without  the State of Utah,  as the  business of the  corporation  may
require from time to time.

                  Section 2.  Registered  Office.  The registered  office of the
corporation required by the Utah Revised Business Corporation Act (the "Act") to
be maintained in the State of Utah may be, but need not be,  identical  with the
principal office in the State of Utah, and the address of the registered  office
may be changed from time to time by the board of directors.

                            ARTICLE II. SHAREHOLDERS

                  Section  1.  Annual   Meeting.   The  annual  meeting  of  the
shareholders  shall be held on the first Monday in the month of February in each
year at the hour of 10:00  o'clock a.m., or at such other time on such other day
within such month as shall be fixed by the board of  directors,  for the purpose
of electing directors and for the transaction of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday in the State of Utah,  such meeting shall be held on the next succeeding
business  day.  If the  election  of  directors  shall  not be  held  on the day
designated  herein  or  any  annual  meeting  of  the  shareholders,  or at  any
adjournment  thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is convenient.

                  Section  2.  Special   Meetings.   Special   meetings  of  the
shareholders,  for any purpose or  purposes  described  in the  meeting  notice,
unless  otherwise  prescribed by statute,  may be called by the  president,  the
chairman of the board of directors,  or by the board of directors,  and shall be
called by the president at the request of the holders of  outstanding  shares of
the  corporation  representing at least ten percent of all the votes entitled to
be cast on any issue proposed to be considered at the special  meeting,  if such
shareholders sign, date, and deliver to the corporation's  secretary one or more
written demands for the meeting, stating the purpose or purposes for which it is
to be held.

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

                  Section 4.  Notice of Meeting.

                  (a) Required  Notice.  Written notice stating the place,  day,
and time of the  meeting  and,  in case of a special  meeting,  the  purpose  or
purposes for which the meeting is called,  shall, unless otherwise prescribed by
statute, be delivered not less than ten (10) or more than sixty (60) days before
the date of the meeting, either personally or by mail, by or at the direction of
the President,  or the Secretary,  or the persons  calling the meeting,  to each
shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

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

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

                  A shareholder's attendance at a meeting:

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

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

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

                  If a purpose of any shareholder meeting is to consider either:
(1) a  proposed  amendment  to the  articles  of  incorporation  (including  any
restated articles requiring shareholder approval); (2) a plan of merger or share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially all of the  corporation's  property outside the ordinary course of
business;  (4) if all or substantially all of the corporation's  assets consists
of its interest in an entity it  controls,  the sale,  lease,  exchange or other
disposition  of all or  substantially  all of the property owned by that entity,
outside the ordinary course of business; (5) the dissolution of the corporation;
or (6) the removal of a director, the notice must so state and be accompanied by
respectively  a copy or summary of the: (1) articles of  amendment;  (2) plan of
merger  or  share   exchange;   and  (3)  transaction  for  disposition  of  the
corporation's  property.  If the proposed  corporate action creates  dissenters'
rights,  the notice must state that  shareholders  are,  or may be,  entitled to
assert  dissenters'  rights, and must be accompanied by a copy of Part 13 of the
Utah Revised Business Corporation Act.

                  Section 5.  Fixing of Record Date.

                  (a) By Board of  Directors.  For the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any  adjournment  thereof,  or  shareholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  shareholders  for any other
proper  purpose,  the board of directors of the corporation may fix in advance a
date as the record  date.  Such record date shall not be more than 70 days prior
to the day on which the meeting is held or on which the action is taken.

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

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

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

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

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

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

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

                  Section  6.  Shareholder  Lists.  After a  record  date  for a
shareholders'  meeting has been fixed, the officer or agent having charge of the
transfer books for shares of the  corporation  shall make a complete list of the
shareholders  entitled  to  be  given  notice  of  that  meeting,   arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The list must be arranged by voting  group and within each voting group by class
or series of shares.  The  shareholder  list must be available for inspection by
any  shareholder,  beginning  on the  earlier of ten days before the meeting for
which the list was prepared or two business  days after notice of the meeting is
given and continuing through the meeting, and any meeting adjournments. The list
shall  be  available  at  the  corporation's  principal  office  or  at a  place
identified in the meeting  notice in the city where the meeting is to be held. A
shareholder,  his agent,  or attorney  is entitled on written  demand to inspect
and,  subject to the  requirements of Section 14 of this Article II, to copy the
list at his or her expense during  regular  business hours and during the period
it is available for inspection.  The corporation  shall maintain the shareholder
list in written form or in another form capable of conversion  into written form
within a reasonable time.

                  Section 7.  Shareholder Quorum and Voting Requirements.

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

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                  (b) Quorum Requirements for Voting Groups.  Shares entitled to
vote as a separate voting group may take action on a matter at a meeting only if
a quorum of those shares exists with respect to that matter. Unless the articles
of incorporation or the Act provide  otherwise,  40% of the votes entitled to be
cast on the matter by the voting group constitutes a quorum of that voting group
for action on that matter.

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

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

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

                  Section  8.  Proxies.  At  all  meetings  of  shareholders,  a
shareholder may vote in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for that shareholder by signing an appointment form either
personally  or by its duly  authorized  attorney-in-fact.  The  shareholder  may
appoint a proxy by  transmitting  or authorizing  the  transmission of telegram,
teletype,  or other  electronic  transmission,  provided  that  the  transmitted
appointment shall set forth or be transmitted with evidence from which it can be
determined  that the shareholder  transmitted or authorized the  transmission of
the appointment. Such proxy shall be filed with the secretary of the corporation
before  or at the time of the  meeting.  No proxy  shall be valid  after  eleven
months from the date of its execution, unless otherwise provided in the proxy.

                  Section 9.  Voting of Shares.

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

                  (b) Shares Held by Another Corporation.  Except as provided by
specific court order,  no shares held by another  corporation,  if a majority of
the  shares  entitled  to vote  for the  election  of  directors  of such  other
corporation  are held by the  corporation,  shall be  voted  at any  meeting  or
counted in determining the total number of outstanding  shares at any given time
for purposes of any meeting. Provided, however, the prior sentence shall not

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limit the power of the corporation to vote any shares, including its own shares,
held by it in a fiduciary capacity.

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

                  Section 10.  Corporation's Acceptance of Votes.

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

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

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

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

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

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

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

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

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

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

                  Section 11.  Informal Action by Shareholders.

                  (a)  Written  Consents.  Any action  required to be taken at a
meeting of the  shareholders,  or any action  which may be taken at a meeting of
the  shareholders,  may be taken without a meeting and without prior notice if a
consent in writing,  setting  forth the action so taken,  shall be signed by the
holders of  outstanding  shares having not less than the minimum number of votes
that  would be  necessary  to take the  action at a meeting  at which all shares
entitled  to  vote  thereon  were  present  and  voted,  and  delivered  to  the
corporation for inclusion in the minute book.

                  (b) Notice When Not Unanimous.  Unless the written consents of
all shareholders entitled to vote have been obtained,  notice of any shareholder
approval  without  a  meeting  shall  be given at  least  ten  days  before  the
consummation of the action authorized by the approval to:

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

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

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

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

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

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

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

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

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

                  (a) Minutes and Accounting Records. The corporation shall keep
as permanent  records minutes of all meetings of its  shareholders  and board of
directors,  a  record  of all  actions  taken  by the  shareholders  or board of
directors without a meeting, and a record of all actions taken by a committee of
the  board of  directors  in place of the  board of  directors  on behalf of the
corporation, and a record of all waivers of notices of meetings of shareholders,
meetings of the board of  directors,  or any meetings of committees of the board
of directors. The corporation shall maintain appropriate accounting records.

                  (b)  Absolute   Inspection   Rights  of  Records  Required  at
Principal Office.  If a shareholder gives the corporation  written notice of the
shareholder's  demand at least five  business  days before the date on which the
shareholder  wishes to inspect and copy,  a  shareholder  (or the  shareholder's
agent or attorney)  has the right to inspect or copy,  during  regular  business
hours any of the following records,  all of which the corporation is required to
keep at its principal office:

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

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

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

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

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

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

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

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

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

                           (2)      accounting records of the corporation; and

                           (3)      the  record  of  shareholders  (compiled  no
                                    earlier  than the date of the  shareholder's
                                    demand.)

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                  (d)  Copy  Costs.  The  right  to copy  records  includes,  if
reasonable,  the right to receive copies made by photographic,  xerographic,  or
other means. The corporation may impose a reasonable charge,  covering the costs
of labor and material,  for copies of any documents provided to the shareholder.
The charge may not exceed the estimated  cost of production or  reproduction  of
the records.

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

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

                         ARTICLE III. BOARD OF DIRECTORS

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

                  Section 2. Number,  Tenure and  Qualifications.  The number of
directors of the  corporation  shall be not less than the number of shareholders
entitled to vote for the election of  directors,  if the  corporation  has fewer
than three such shareholders,  nor more than seven (7) as determined,  from time
to time, by the shareholders or the board of directors. Each director shall hold
office  until  their term has expired or until  removed.  If a  director's  term
expires,  he or she shall continue to serve until his successor  shall have been
elected and qualified or until there has been a decrease in directors. Directors
need not be residents of the State of Utah or shareholders  of the  corporation.
The board of  directors  may elect from its own number a chairman  of the board,
who shall preside at all meetings of the board of  directors,  and shall perform
such  other  duties  as may be  prescribed  from  time to time by the  board  of
directors.

                  Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this by-law immediately after,
and at the same  place as,  the annual  meeting  of  shareholders.  The board of
directors  may provide,  by  resolution,  the time and place,  either  within or
without  the State of Utah,  for the  holding  of  additional  regular  meetings
without  other  notice  than  such  resolution.  Such  meetings  may be  held by
telephone  or by any  other  means  of  communication  by  which  all  directors
participating may hear each other during the meeting.

                  Section 4.  Special Meetings.  Special  meetings of  the board
of directors may be called by or at the request of the president or the chairman
of the board of directors or any two directors. The person or persons authorized

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to call  special  meetings of the board of directors  may fix any place,  either
within or  without  the State of Utah,  as the place  for  holding  any  special
meeting of the board of directors called by them. Such meetings may also be held
by  telephone  or by any other  means of  communication  by which all  directors
participating may hear each other during the meeting.

                  Section 5.  Notice.

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

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

                  (c) Content. Neither the business to be transacted at, nor the
purpose of, any  regular or special  meeting of the board of  directors  need be
specified in the notice or waiver of notice of such meeting.

                  Section 6. Quorum. A majority of the number of directors fixed
pursuant  to Section 2 of this  Article  III shall  constitute  a quorum for the
transaction  of business at any meeting of the board of  directors,  but if less
than such majority is present at a meeting,  a majority of the directors present
may adjourn the meeting from time to time without further notice.

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<PAGE>

                  Section 7.  Manner of Acting.

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

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

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

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

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

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<PAGE>

                  Section 10.  Vacancies.

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

                           (1)      the shareholders may fill the vacancy;

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

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

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

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

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

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

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

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

                                       39
<PAGE>

                  Section 12.  Director Committees.

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

                  (b)  Selection  of Members.  The  creation of a committee  and
appointment  of members to it must be  approved by the greater of (1) a majority
of all the  directors  in office  when the  action is taken or (2) the number of
directors  required  by the  articles  of  incorporation  or bylaws to take such
action.

                  (c) Required Procedures. Provisions of this Article III, which
govern meetings,  action without meetings,  notice and waiver of notice,  quorum
and voting requirements of the board of directors, apply to committees and their
members.

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

                              ARTICLE IV. OFFICERS

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

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

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

                  Section 4. Resignation.  An officer may resign at  any time by
giving written notice of the resignation to the corporation.  The resignation is
effective  when  the  notice  is  received  by the  corporation,  unless a later
effective  date is specified.  If the  resignation is effective at a later date,

                                       40
<PAGE>

the board of directors  may remove the officer at any time before the  effective
date and fill the  resulting  vacancy,  or the board may  allow the  officer  to
remain in office until the effective  date and fill the pending  vacancy  before
the effective date if the board provides that the successor does not take office
until the effective date.

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

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

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

                  Section 8. The President. The president shall be the principal
executive officer of the corporation and, subject to the control of the board of
directors  and the Chief  Executive  Officer,  shall in  general  supervise  and
control all of the  business  and  affairs of the  corporation.  He shall,  when
present,  preside at all  meetings of the  shareholders.  He may sign,  with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors,  certificates for shares of the corporation,  any deeds,
mortgages,  bonds,  contracts, or other instruments which the board of directors
has  authorized to be executed,  except in cases where the signing and execution
thereof  shall be  expressly  delegated  by the board of  directors  or by these
bylaws to some other officer or agent of the  corporation,  or shall be required
by law to be otherwise  signed or  executed;  and in general  shall  perform all
duties  incident  to the office of  president  and such  other  duties as may be
prescribed by the board of directors from time to time.

                  Section 9. The Vice-President. If appointed, in the absence of
the  president  or in the event of his death,  inability  or refusal to act, the
vice-president  (or in the  event  there be more  than one  vice-president,  the
vice-presidents in the order designated at the time of their appointment,  or in
the absence of any designation,  then in the order of their  appointment)  shall
perform  the duties of the  president,  and when so  acting,  shall have all the
powers  of and be  subject  to all the  restrictions  upon  the  president.  Any
vice-president  may  sign,  with  the  secretary  or  an  assistant   secretary,
certificates for shares of the corporation;  and shall perform such other duties
as from time to time may be assigned to him by the  president or by the board of
directors.

                  Section 10.  The Secretary.  The secretary shall: (a) keep the
minutes of the proceedings of the  shareholders and of the board of directors in
one or more books provided for that  purpose;  (b) see that all notices are duly

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<PAGE>

given in accordance  with the  provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
see that the seal of the  corporation  is affixed to all documents the execution
of which on behalf of the  corporation  under its seal is duly  authorized;  (d)
when requested or required,  authenticate  any records of the  corporation,  (e)
keep a register of the post office  address of each  shareholder;  (f) sign with
the president, or a vice-president,  certificates for shares of the corporation,
the issuance of which shall have been  authorized  by resolution of the board of
directors;  (g)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  and (h) in general  perform  all duties  incident to the office of
secretary  and such other  duties as from time to time may be assigned to him by
the  President or by the board of  directors;  provided  that the  Secretary may
delegate the responsibilities set forth in clauses (e) and (g) above to the duly
appointed stock transfer agent of the corporation.

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

                  Section 12.  Assistant  Secretaries and Assistant  Treasurers.
The assistant secretaries,  when authorized by the board of directors,  may sign
with  the  president  or  a  vice-president   certificates  for  shares  of  the
corporation  the issuance of which shall have been authorized by a resolution of
the  board of  directors.  The  assistant  treasurers  shall,  respectively,  if
required by the board of  directors,  give bonds for the  faithful  discharge of
their duties in such sums and with such sureties as the board of directors shall
determine. The assistant secretaries and assistant treasurers, in general, shall
perform  such  duties  as  shall be  assigned  to them by the  secretary  or the
treasurer, respectively, or by the president or the board of directors.

                  Section 13.  Salaries.  The salaries of the officers  shall be
fixed  from  time to time by the  board of  directors  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

                  Section 1. Contracts. The board of directors may authorize any
officer or  officers,  agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

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<PAGE>

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

                  Section 3. Checks,  Drafts,  Etc. All checks,  drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the  corporation  shall be signed by such  officer  or  officers,
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the board of directors.

                  Section  4.  Deposits.   All  funds  of  the  corporation  not
otherwise  employed  shall be  deposited  from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as the board of
directors may select.

                           ARTICLE VI. INDEMNIFICATION

                  Section 1. Indemnification.  To the extent allowed by law, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party  to any  threatened,  pending  or  completed  action,  suit,  or
proceeding, whether civil, criminal,  administrative, or investigative by reason
of the fact that he is or was a director or officer of the Corporation, or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee, or agent of another corporation,
partnership,   joint  venture,  trust  or  other  enterprise  against  expenses,
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with the action,  suit or
proceeding,  except  in  relation  to  matters  as to which he shall be  finally
adjudged in such action,  suit or proceeding to be liable for willful misconduct
in the performance of his duties.  Indemnification under this Section 1 shall be
considered a contractual right of the indemnified parties.

                  Section   2.   General   Terms   of    Indemnification.    The
indemnification  and advancement of expenses provided by this Article may not be
construed  to be  exclusive  of any of the  rights  to  which a  person  seeking
indemnification  or  advancement  of  expenses  may be  entitled  under any law,
by-law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to an action in his  official  capacity  and as to an action in  another
capacity while holding office.

                  Section 3. Advances. Expenses incurred in defending a civil or
criminal action,  suit or proceeding shall be paid by the Corporation in advance
of the final  disposition of the action,  suit or proceeding  upon receipt of an
undertaking  by or on behalf of the  director or officer that he shall repay the
amount  advanced  if  it  is  ultimately  determined  by a  court  of  competent
jurisdiction  that he is not entitled to be  indemnified  by the  Corporation as
authorized by this Article.

                                       43
<PAGE>

                  Section 4. Scope of  Indemnification.  The indemnification and
advancement  of expenses  authorized  by this Article shall apply to all present
and future  directors and officers of the  Corporation  and shall continue as to
such persons who cease to be directors or officers of the  Corporation and shall
inure to the benefit of the heirs,  executors,  and  administrators  of all such
persons and shall be in addition to all other indemnification and advancement of
expenses provided by law.

                  Section  5.  Insurance.   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 or was serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him and  incurred  by him in any such  capacity or
arising out of his status in any such capacity,  whether or not the  Corporation
would have the power to  indemnify  him  against  any such  liability  under the
provisions  of this  Article  or the  laws of the  State of Utah as the same may
hereafter be amended or modified.

                  Section 6.  Severability.  If any provision of this Article or
the application of such provision to any person or  circumstance  shall be found
by a  court  of  competent  jurisdiction  to be  invalid  or  unenforceable  the
remainder of this  Article or the  application  of such  provision to persons or
circumstances  other than those as to which it is held invalid or unenforceable,
shall not be affected thereby.  It is the intent of the Corporation to indemnify
all parties set forth in this Article to the full extent provided by law.

             ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  Section 1.  Certificates for Shares.

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

                  (b)  Legend  as to  Class or  Series.  If the  corporation  is
authorized  to issue  different  classes of shares or different  series within a
class, the designations, relative rights, preferences and limitations applicable
to each class and the variations in relative rights, preferences and limitations
determined  for each  series (and the  authority  of the board of  directors  to
determine  variations  for any  existing  or  future  class or  series)  must be
summarized on the front or back of each certificate. Alternatively, each

                                       44
<PAGE>

certificate  may state  conspicuously  on its front or back that the corporation
will furnish the shareholder  this information on request in writing and without
charge.

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

                  (d)  Shareholder  List.  The name and address of the person to
whom the shares  represented  thereby are issued,  with the number of shares and
date of issue, shall be entered on the transfer books of the corporation.

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

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

                  Section 3.        Restrictions on Transfer of Shares.

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

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

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

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

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

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<PAGE>

                           (4)      for any other reasonable purpose.

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

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

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

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

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

                           (5)      prohibit the transfer or the registration of
                                    a  transfer  of  the  restricted  shares  to
                                    designated persons or classes of persons, if
                                    the    prohibition    is   not    manifestly
                                    unreasonable.

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

                  Section 4.        Corporation's Acquisition of Shares.

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

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

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<PAGE>

                           (1)      the name of the corporation;

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

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

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

                            ARTICLE VIII. FISCAL YEAR

                  The fiscal year of the  corporation shall be  a 52- or 53-week
year  ending on Friday  of the week  which  contains  the last  business  day of
December.

                            ARTICLE IX. DISTRIBUTIONS

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

                            ARTICLE X. CORPORATE SEAL

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

                             ARTICLE XI. AMENDMENTS

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

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

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

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

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                          ARTICLE XII. EMERGENCY BYLAWS

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

                  During such emergency:

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

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

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

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

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

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

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

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

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                 ARTICLE XIII. PROCEDURE FOR CONDUCTING MEETINGS

                  All  shareholder  and director  meetings shall be conducted in
accordance  with the rules and procedures set forth in the most current  edition
of Roberts' Rules of Order,  unless  otherwise  specified by the Chairman of the
Board or other presiding officer.


Amended and Restated June 9, 1997
Further Amended February 13, 1998
Further Amended March 30, 1998

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