BYLAWS OF
                         NEW VISUAL ENTERTAINMENT, INC.


                                   1. OFFICES

         1.1   OFFICES. The Corporation may have offices at such places within
or without the State of Utah as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                           2. MEETINGS OF SHAREHOLDERS

         2.1   ANNUAL MEETING. The annual meeting of shareholders for the
election of Directors and such other business as may properly be brought before
the meeting shall be held at such place within or without the State of Utah and
at such date and time as shall be designated by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         2.2   SPECIAL MEETINGS. Special meetings of the shareholders may be
called (a) by the Chief Executive Officer, the President or the Board of
Directors, or (b) by the holders of at least 10% of all the shares entitled to
vote at the proposed meeting. The record date for determining shareholders
entitled to call a special meeting shall be the earliest date of any demands
pursuant to which the meeting is called or the date that is 60 days prior to the
date the first of the written demands pursuant to which the meeting is called is
received by the Corporation, whichever is later. Only business within the
purpose or purposes described in the notice of a special meeting of shareholders
may be conducted at such meeting.

         2.3   NOTICE AND WAIVERS OF NOTICE.

               (a) Written notice stating the place, date and hour of the
         meeting and, in the case of a special meeting, the purpose or purposes
         for which the meeting is called, shall be delivered not less than 10
         nor more than 60 days before the date of the meeting, either personally
         or by mail, by or at the direction of the Chief Executive Officer, the
         President, the Secretary, or the officer or persons calling the
         meeting, to each shareholder 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 share transfer records of the Corporation.

               (b) Notice may be waived in writing signed by the person or
         persons entitled to such notice. Such waiver may be executed at any
         time before or after the holding of such meeting. Attendance at a
         meeting shall constitute a waiver of notice, except where the person
         attends for the express purpose of objecting to the transaction of any
         business on the ground that the meeting is not lawfully called.

               (c) Any notice required to be given to any shareholder, under
         any provision of the Utah Revised Business Corporation Act (the "Act"),
         the Articles of Incorporation or these Bylaws, need not be given to the
         shareholder if (1) notice of two consecutive annual meetings and all
         notices of meetings held during the period between those annual
         meetings, if any, or (2) all (but in no event less than two) payments
         (if sent by first class mail) of distributions or interest on
         securities during a 12-month period have been mailed to that person,
         addressed at his address as shown on the records of the Corporation,
         and have been returned undeliverable. Any action or meeting taken or
         held without notice to such a person shall have the same force and
         effect as if the notice had been duly given and, if the action taken by
         the Corporation is reflected in any articles or document filed with the
         Secretary of State, those articles or that document may state that
         notice was duly given to all persons to whom notice was required to be
         given. If such a person delivers to the Corporation a written notice
         setting forth his then current address, the requirement that notice be
         given to that person shall be reinstated.

         2.4   RECORD DATE. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or entitled to receive payment of any dividend, the Board of Directors
may in advance establish a record date which may not be more than 70 days prior
to such meeting.

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         2.5   SHAREHOLDERS' LIST FOR MEETING. The officer or agent having
charge of the stock transfer books for shares of the Corporation shall make, at
least ten days before each meeting of shareholders, a complete list of the
shareholders entitled to be given notice of such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each, which list shall be kept on file at the principal office of
the Corporation beginning on the earlier of ten days prior to the meeting for
which the list was prepared or two business days after notice of the meeting is
given and shall be subject to inspection by any shareholder (or agent of a
shareholder) at any time during usual business hours. Such list shall also 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. The
original stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

         2.6   QUORUM OF SHAREHOLDERS. With respect to any matter, a quorum
shall be present at a meeting of shareholders if the holders of a majority of
the shares entitled to vote on that matter are represented at the meeting, in
person or by proxy, unless otherwise provided in the Articles of Incorporation.
Unless otherwise provided in the Articles of Incorporation, the shareholders
represented in person or by proxy at a meeting of shareholders at which a quorum
is not present may adjourn the meeting until such time and to such place as may
be determined by a vote of the holders of a majority of the shares represented
in person or by proxy at that meeting.

         2.7   WITHDRAWAL OF QUORUM. Unless otherwise provided in the Articles
of Incorporation, once a quorum is present at a meeting of shareholders, the
shareholders represented in person or by proxy at the meeting may conduct such
business as may properly be brought before the meeting until it is adjourned,
and the subsequent withdrawal from the meeting of any shareholder or the refusal
of any shareholder represented in person or by proxy to vote shall not effect
the presence of a quorum at the meeting.

         2.8   VOTING. At each meeting present and entitled to be cast in person
or by proxy of the shareholders, each holder of the shares of capital stock of
the Corporation shall be entitled to such voting rights as are designated in the
Articles of Incorporation and may exercise such voting right either in person or
by proxy appointed by an instrument in writing subscribed by such shareholder or
his duly authorized attorney. No such proxy shall be voted or acted upon after
eleven (11) months from its date unless the proxy provides for a longer period.
Voting need not be by ballot. All elections of directors shall be decided by a
plurality vote of the votes present and entitled to be cast in person or by
proxy and all questions decided and actions authorized by a majority vote of the
votes present and entitled to be cast in person or by proxy, except as otherwise
required by law.

         2.9   ACTION WITHOUT MEETINGS. Any action required by law to be taken
at any annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents 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 authorize or take the action at a meeting at which all shares entitled to
vote thereon were present and voting. An action taken pursuant to this Section
2.9 is not effective unless all written consents on which the Corporation relies
for the taking of such action are received by the Corporation within a 60-day
period and not revoked. The Secretary shall file such consents with the minutes
of the meetings of the shareholders.

         2.10   CONDUCT OF MEETING. The Chairman of the Board, if such office
has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the Chief Executive Officer shall preside at all
meetings of shareholders and if the Chairman of the Board and the Chief
Executive Officer are absent or otherwise unable to act, the President shall
preside at meetings of the shareholders. The Secretary shall keep the records of
each meeting of shareholders. In the absence or inability to act of any such
officer, such officer's duties shall be performed by the officer given the
authority to act for such absent or non-acting officer under these Bylaws or by
a person appointed by the meeting.

         2.11   SHAREHOLDER PROPOSALS AT ANNUAL MEETINGS. At an annual meeting
of the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of meeting (or any supplement

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thereto) given by or at the direction of the Board of Directors, otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 30 days nor
more than 60 days prior to the meeting; provided, however, that in the event
that less than 40 day's notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting, (i) a brief description of the busines desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
that are beneficially owned by the shareholder, and (iv) any material interest
of the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 2.11, provided,
however, that nothing in this Section 2.11 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the annual
meeting in accordance with said procedure.

         2.12   NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS.
In addition to any other applicable requirements, only persons who are nominated
in accordance with the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders by or at the direction of
the Board of Directors, by any nominating committee or person appointed by the
Board of Directors or by any shareholder of the Corporation entitled to vote for
the election of Directors at the meeting who complies with the notice procedures
set forth in this Section 2.12. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 30 days nor more than 60 days prior to
the meeting; provided, however, that in the event that less than 40 days' notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class and number of
shares of the Corporation beneficially owned by the person, and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of Directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended; and (b) as to the
shareholder giving the notice, (i) the name and record address of the
shareholder, and (ii) the class and number of shares of the Corporation
beneficially owned by the shareholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
Director of the Corporation. No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the procedures
set forth herein. These provisions shall not apply to nomination of any persons
entitled to be separately elected by holders of preferred stock.

         2.13   INSPECTORS. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the Chairman of the meeting shall, or if inspectors shall not
have been appointed, the Chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to

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vote, count and tabulate all votes, ballots, or consents, determine the results,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the Chairman of the meeting, the inspectors
shall make a report in writing of any challenge, request, or matter determined
by them and shall execute a certificate of any fact found by them. No Director
or candidate for the office of Director shall act as an inspector of an election
of Directors. Inspectors need not be shareholders.

                                  3. DIRECTORS

         3.1   POWERS. The powers of the Corporation shall be exercised by or
under authority of, and the business and affairs of the Corporation and all
corporate powers shall be managed under the direction of, the Board of
Directors.

         3.2   NUMBER, TERM OF OFFICE AND QUALIFICATIONS.

               (a) The property and business of the Corporation shall be
         managed and controlled by a Board of Directors consisting of such
         number of Directors as shall be determined from time to time by the
         Board of Directors, but in no event shall there be less than three
         Directors.

               (b) Any vacancy occurring in the Board of Directors may be
         filled by the shareholders, the Board of Directors or if the Directors
         remaining in office constitute fewer than a quorum of the Board of
         Directors, they may fill the vacancy by the affirmative vote of a
         majority of all the Directors remaining in office. A Director elected
         to fill a vacancy shall be elected for the unexpired term of his
         predecessor in office. If a Director is elected to fill a vacancy
         created by reason of an increase in the number of Directors, then the
         term of the Director expires at the next shareholder's meeting at which
         Directors are elected, unless the vacancy is filled by a vote of the
         shareholders, in which case the term shall expire on the later of: (i)
         the next meeting of shareholders at which directors are elected or (ii)
         the term designated for the Director at the time of the creation of the
         position being filled. Directors need not be residents of the State of
         Utah or shareholders of the Corporation.

         3.3   ELECTION. The Directors shall be elected at the annual meetings
of the shareholders, and each Director elected shall serve until his successor
shall have been elected and qualified.

         3.4   REMOVAL OF DIRECTORS. At any meeting of shareholders called
expressly for the purpose of removing a Director, any Director or the entire
Board of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
Directors.

                      4. MEETINGS OF THE BOARD OF DIRECTORS

         4.1   PLACE. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Utah.

         4.2   REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such dates and times and at such places as shall from time to
time be determined by the Board of Directors. Regular meetings may be held with
or without notice, as determined by the Board of Directors.

         4.3   SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors or the Chief Executive
Officer or the President and shall be called by the Secretary on the written
request of any two Directors. Notice of each special meeting of the Board of
Directors shall be given to each Director at least 48 hours before the meeting
is scheduled to convene.

         4.4   NOTICE AND WAIVER OF NOTICE. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Except as may be otherwise provided by law or by the Articles of Incorporation
or by these Bylaws, neither the business to be transacted at, nor the purpose

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of, any regular or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

         4.5   QUORUM OF DIRECTORS; VOTE REQUIRED. At all meetings of the Board
of Directors a majority of the Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         4.6   ACTION WITHOUT MEETINGS; MEETINGS BY TELECOMMUNICATION.

               (a) Any action required or permitted to be taken at a meeting
         of the Board of Directors or any committee may be taken without a
         meeting if a consent in writing, setting forth the action so taken, is
         signed by all the members of the Board of Directors or committee, as
         the case may be.

               (b) Any and all of the members of the Board of Directors may
         participate in a regular or special meeting by, or may conduct the
         meeting through the use of, any means of communication by which all
         Directors participating may hear each other during the meeting. A
         Director participating in a meeting by this means is considered to be
         present in person at the meeting.

         4.7   COMMITTEES.

               (a) The Board of Directors, by resolution adopted by a
         majority of the full Board of Directors, (i) may designate from among
         its members one or more committees, each of which shall be comprised of
         two or more of its members, (ii) may adopt a charter for any such
         committee setting forth the authority and scope of action for such
         committee, and (iii) may designate one or more of its members as
         alternate members of any committee, who may, subject to any limitations
         imposed by the Board of Directors, replace absent or disqualified
         members at any meeting of that committee. Any such committee, to the
         extent provided in such resolution (or, if applicable, its charter),
         shall have and may exercise all of the authority of the Board of
         Directors, subject to the limitations set forth below and in the Act.

               (b) No committee of the Board of Directors shall have the
         authority of the Board of Directors in reference to:

                           1. amending the Articles of Incorporation, except
                  that a committee may, to the extent provided in the resolution
                  designating that committee or in the Articles of Incorporation
                  or the Bylaws, exercise the authority of the Board of
                  Directors vested in it in accordance with Article 16-10a-602
                  of the Act;

                           2. proposing a reduction of the stated capital of the
                  Corporation;

                           3. approving a plan of merger or share exchange of
                  the Corporation;

                           4. recommending to the shareholders the sale, lease,
                  or exchange of all or substantially all of the property and
                  assets of the Corporation otherwise than in the usual and
                  regular course of its business;

                           5. recommending to the shareholders a voluntary
                  dissolution of the Corporation or a revocation thereof;

                           6. amending, altering, or repealing these Bylaws of
                  the Corporation or adopting new Bylaws of the Corporation;

                           7. filling vacancies in the Board of Directors;

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                           8. filling vacancies in or designating alternate
                  members of any such committee;

                           9. filling any Directorship to be filled by reason of
                  an increase in the number of Directors;

                           10. electing or removing officers of the Corporation
                  or members or alternate members of any such committee;

                           11. fixing the compensation of any member or
                  alternate members of such committee; or

                           12. altering or repealing any resolution of the Board
                  of Directors that by its terms provides that it shall not be
                  so amendable or repealable.

               (c) Unless the resolution designating a particular committee,
         the charter adopted for such committee, the Articles of Incorporation,
         or these Bylaws expressly so provide, no committee of the Board of
         Directors shall have the authority to authorize a distribution or to
         authorize the issuance of shares of the Corporation.

               (d) The designation of a committee of the Board of Directors
         and the delegation thereto of authority shall not operate to relieve
         the Board of Directors, or any member thereof, of any responsibility
         imposed by law.

         4.8   COMPENSATION. The Directors shall receive such compensation for
their services as Directors as may be determined by resolution of the Board of
Directors. Each Director shall be reimbursed for travel and other reasonable
out-of-pocket expenses incurred by such Director in attending regular and
special meetings of the Board of Directors or any committee. The receipt of
compensation or reimbursement of expenses shall not preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.

                                   5. OFFICERS

         5.1   ELECTION, NUMBER, QUALIFICATION, TERM, COMPENSATION. The officers
of the Corporation shall be elected by the Board of Directors and shall consist
of a Chief Executive Officer, Chief Financial Officer, a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also elect a
Chairman of the Board, additional Vice Presidents, one or more assistant
secretaries and assistant treasurers and such other officers and assistant
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall have such authority and exercise such powers and perform
such duties as shall be determined from time to time by the Board by resolution
not inconsistent with these Bylaws. Two or more offices may be held by the same
person. None of the officers need be Directors, except the Chief Executive
Officer. The Board of Directors shall have the power to enter into contracts for
the employment and compensation of officers for such terms as the Board deems
advisable. The salaries of all officers of the Corporation shall be fixed by the
Board of Directors.

         5.2   REMOVAL. The officers of the Corporation shall hold office until
their successors are elected or appointed and qualify, or until their death or
until their resignation or removal from office. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board, with or
without cause. Such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment of an officer shall
not of itself create contract rights.

         5.3   VACANCIES. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

         5.4   AUTHORITY. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as may be provided in
these Bylaws.

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         5.5   CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors and of the
shareholders and shall have such other powers and duties as may from time to
time be prescribed by the Board of Directors upon written directions given to
him pursuant to resolutions duly adopted by the Board of Directors.

         5.6   VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if
elected, shall preside at meetings of the Board of Directors and of shareholders
in the absence of the Chairman of the Board. The Vice Chairman of the Board
shall have such other powers and duties as from time to time may be prescribed
by the Board of Directors.

         5.7   CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general control and management of all the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall preside at all meetings of the
shareholders and of the Board of Directors unless a Chairman of the Board or
Vice Chairman of the Board has been elected, in which event the Chief Executive
Officer shall preside at all meetings of the shareholders and the Board of
Directors in the absence or disability of the Chairman of the Board or the Vice
Chairman of the Board. The Chief Executive Officer shall have authority to sign
all contracts of the Corporation.

         5.8   PRESIDENT. If a Chief Executive Officer has not been elected, the
President shall be the chief executive officer of the Corporation, shall have
general and active management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe.
The President shall sign all certificates of stock of the Corporation. The
President shall have authority to sign all contracts of the Corporation. The
President shall participate at all meetings of the shareholders and of the Board
of Directors. In the absence or disability of the Chairman of the Board, Vice
Chairman of the Board and the Chief Executive Officer, the President shall
preside at meetings of the shareholders and of the Board of Directors.

         5.9   VICE PRESIDENT. Vice Presidents, including executive vice
presidents and senior vice presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and have the authority and
exercise the powers of the President. They shall perform such other duties and
have such other authority and powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer or President may from
time to time delegate.

         5.10 SECRETARY. The Secretary shall attend all meetings of shareholders
and record all of the proceedings of the meetings of the Board of Directors and
of the shareholders in a minute book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or the Chief Executive Officer or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
shall affix the same to any instrument requiring it and, when so affixed, it
shall be attested by his signature or by the signature of an Assistant Secretary
or of the Treasurer.

         5.11   CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the
Corporation shall have the following powers and duties:

                (a) The Chief Financial Officer shall perform, in general, all
         duties incident to the office of the Chief Financial Officer and such
         other duties as may be specified in these Bylaws or as may be assigned
         by the Board of Directors or the Chief Executive Officer.

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                (b) The Chief Financial Officer shall have charge and
         supervision over and be responsible for the moneys, securities,
         receipts and disbursements of the Corporation, and shall keep or cause
         to be kept full and accurate records of all receipts of the
         Corporation.

                (c) The Chief Financial Officer shall cause the moneys and other
         valuable effects of the Corporation to be deposited in the name and to
         the credit of the Corporation in such banks or trust companies or with
         such bankers or other depositaries as shall be selected in accordance
         with these Bylaws.

                (d) The Chief Financial Officer shall the cause the moneys of
         the Corporation to be disbursed by checks or drafts upon the authorized
         depositaries of the Corporation and cause to be taken and preserved
         proper vouchers for all moneys disbursed.

                (e) The Chief Financial Officer shall render to the Board of
         Directors or the Chief Executive Officer, whenever requested, a
         statement of all transactions executed as Chief Financial Officer, and
         shall render a full financial report at the annual meeting of
         stockholders, if called upon to do so.

                (f) The Chief Financial Officer shall be empowered from time to
         time to require from all officers or agents of the Corporation reports
         or statements giving such information as may be desired with respect to
         any and all financial transactions of the Corporation.

                (g) The Chief Financial Officer shall perform, in general, all
         duties incident to the office of Chief Financial Officer and such other
         duties as may be specified in these Bylaws or as may be assigned by the
         Board of Directors or the Chief Financial Officer.

         5.12   TREASURER. The Treasurer of the Corporation shall have the
following powers and duties:

                (a) The Treasurer shall have primary responsibility, subject to
         the direction of the Chief Financial Officer, for establishing and
         maintaining credit facilities and banking relationships for the
         Corporation and pledging the credit of the Corporation, and shall have
         authority to execute and deliver all necessary credit agreements,
         promissory notes, indentures, documents, statements, collateral
         filings, certificates and other similar documents and instruments for
         the Corporation relating to such credit facilities and banking
         relationships.

                (b) The Treasurer shall perform, in general, all duties incident
         to the office of Treasurer, subject to the direction of the Chief
         Financial Officer, and such other duties as may be specified in these
         Bylaws or as may be assigned by the Board of Directors or the Chief
         Financial Officer.

         5.13   ASSISTANT SECRETARY AND ASSISTANT TREASURER. In the absence of
the Secretary or Treasurer, an Assistant Secretary or Assistant Treasurer,
respectively shall perform the duties of the Secretary or Treasurer. Assistant
Treasurers may be required to give bond as provided in section 5.11(c). The
assistant secretaries and assistant treasurers, in general shall have such
powers and perform such duties as the Treasurer or Secretary, respectively, or
the Board of Directors or Chief Executive Officer or President may prescribe.

                        6. INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         6.1   RIGHT TO INDEMNIFICATION. Subject to the limitations and
conditions as provided in this Article 6, and in Part 9 of the Act (relating
among other matters to liability for receipt of an improper personal benefit or
liability to the Corporation), as from time to time amended, each person who
was, is or is threatened to be made a named defendant or respondent in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (hereinafter a
"proceeding"), or any appeal in such a proceeding or any inquiry or
investigation that could lead to such a proceeding, by reason of the fact that
he or she, is or was a director or officer of the Corporation or while a
director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of another foreign or domestic corporation or other person or of an
employee benefit plan shall be indemnified by the Corporation against judgments,

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penalties (including excise and similar taxes), fines, settlements and
reasonable expenses (including, without limitation, attorneys' fees) actually
incurred by such person in connection with such proceeding if and only if it is
determined that such person met the standard of conduct required in 6.2 below
and, as to expenses, that such expenses are reasonable, such determinations to
be made in accordance with the procedures described in Section 6.3 below;
provided that if such person is found liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by such
person, indemnification is limited to reasonable expenses actually incurred by
such person in connection with the proceeding and shall not be made in respect
of any proceeding in which such person shall have been found liable for willful
or intentional misconduct in the performance of his or her duty to the
Corporation. It is expressly acknowledged that the indemnification provided in
this Article 6 could involve indemnification for negligence or under theories of
strict liability.

         6.2   STANDARD OF CONDUCT. The Corporation shall indemnify a person
pursuant to Section 6.1 above if, and only if, it is determined that such
person: (i) conducted himself or herself in good faith; (ii) reasonably believed
that his or her conduct was in, or not opposed to, the Corporation's best
interest; and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

         6.3   DETERMINATION WHETHER STANDARD OF CONDUCT MET; ADVANCE OF
EXPENSES. Determination of whether the standard of conduct has been met for
indemnification and for advance of expenses under this Section 6.3 must be made:
(i) by a majority vote of a quorum consisting of directors who at the time of
the vote are not named defendants or respondents in the proceeding; (ii) if such
a quorum cannot be obtained, by a majority vote of a committee of the board of
directors, designated to act in the matter by a majority vote of all directors,
consisting of two or more directors, all of whom are, at the time of the votes,
not named defendants or respondents in the proceeding; (iii) by special legal
counsel selected by the board of directors or a committee of the board of
directors by vote as set forth in clause (i) or (ii) of this sentence or, if
such a quorum cannot be obtained and such a committee cannot be established, by
a majority vote of all directors; or (iv) by the shareholders in a vote that
excludes the shares held by directors who are named defendants or respondents in
the proceeding. The authorization of indemnification and advance of expenses
must be made in the same manner as the determination that the standard of
conduct has been met, except that if the determination that the standard of
conduct has been met is made by special legal counsel, the authorization of
indemnification and advance of expenses must be made by special legal counsel.

         6.4   MANDATORY INDEMNIFICATION OF EXPENSES. The Corporation shall
indemnify a director against reasonable expenses incurred by him in connection
with the defense of any proceeding in which he is a named defendant or
respondent because he is or was a director if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding.

         6.5   SURVIVAL; AMENDMENT. Indemnification under this Article 6 shall
continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder. The rights granted pursuant to this
Article 6 shall be deemed contract rights, and no amendment, modification or
repeal of this Article 6 shall have the effect of limiting or denying any such
rights with respect to actions taken or proceedings arising prior to any such
amendment, modification or repeal.

         6.6   ADVANCE PAYMENT. The right to indemnification conferred in this
Article 6 may include the right to be paid or reimbursed by the Corporation the
reasonable expenses incurred by a person of the type entitled to be indemnified
under Section 6.1 who was, is or is threatened to be made a named defendant or
respondent in a proceeding in advance of the final disposition of the proceeding
and without any determination as to the person's ultimate entitlement to
indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a proceeding, shall be
made only (a) upon delivery to the Corporation of a written affirmation by such
director or officer of his or her good faith belief that he or she has met the
standard of conduct necessary for indemnification under Section 6.2, (b)
delivery of a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified
person is not entitled to be indemnified under this Article 6 or otherwise, and
(c) a determination that the facts then known to those making the determination
would not preclude indemnification under this Article 6.

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         6.7   INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS.
The Corporation, by adoption of a resolution of the Board of Directors, may (but
shall not be required to) indemnify and advance expenses to an officer,
employee, fiduciary or agent of the Corporation to the same extent and subject
to the same conditions under which it may indemnify and advance expenses to
directors under this Article 6; and, the Corporation may (but shall not be
required to) indemnify and advance expenses to an officer, employee, fiduciary
or agent of the Corporation who is not a director, to a greater extent, if not
inconsistent with public policy.

         6.8   APPEARANCE AS A WITNESS. Notwithstanding any other provision of
this Article 6, the Corporation may pay or reimburse expenses incurred by a
director or officer in connection with his or her appearance as a witness or
other participation in a proceeding at a time when he or she is not a named
defendant or respondent in the proceeding.

         6.9   NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the
advancement and payment of expenses conferred in this Article 6 shall not be
exclusive of any other right which a director or officer or other person
indemnified pursuant to Section 6.3 may have or hereafter acquire under any law
(common or statutory), provision of the Articles of Incorporation or these
Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

         6.10   INSURANCE. The Corporation may purchase and maintain insurance
and, to the extent permitted by the Act, similar arrangements, at its expense to
protect itself and any person who is or was serving as a director, officer,
employee, fiduciary or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
fiduciary or agent of another foreign or domestic corporation or other person or
of an employee benefit plan against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against such
expense, liability or loss under this Article 6.

         6.11   SAVINGS CLAUSE. If this Article 6 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each director,
officer or any other person indemnified pursuant to this Article 6 as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full extent permitted by
any applicable portion of this Article 6 that shall not have been invalidated
and to the fullest extent permitted by applicable law.

                       7. CERTIFICATES REPRESENTING SHARES

         7.1   CERTIFICATES. The shares of the Corporation shall be represented
by certificates signed by the President or a Vice President and the Secretary or
an Assistant Secretary of the Corporation, and may be sealed with the seal of
the Corporation or a facsimile thereof. The signatures of the President or Vice
President and the Secretary or Assistant Secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof the name of the Corporation and that it is
organized under the laws of Utah, the holder's name, the number and class of
shares, and the par value of such shares or a statement that such shares are
without par value.

         7.2   PAYMENT, ISSUANCE.

               (a) The Board of Directors may authorize the issuance of
         shares for consideration consisting of any tangible or intangible
         property or benefit to the Corporation, including cash, promissory
         notes, services performed, contracts or arrangements for services to be
         performed, or other securities of the Corporation. The terms and
         conditions of any tangible or intangible property or benefit to be
         provided in the future to the Corporation, including contracts or
         arrangements for services to be performed, shall be set forth in
         writing. However, the failure to set forth the terms and conditions in
         writing does not affect the validity of the issuance of any shares
         issued for any consideration, or their status as fully paid and
         nonassessable shares.

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               (b) Before the Corporation issues shares, the Board of
         Directors must determine that the consideration received or to be
         received for the shares to be issued is adequate. The Board of
         Directors' determination regarding the adequacy of consideration for
         the issuance of shares is conclusive for the purpose of determining
         whether the shares are validly issued, fully paid, and nonassessable.

         7.3   LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, prescribe such terms and conditions
as it deems expedient and may require such indemnities as it deems adequate to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

         7.4   REGISTRATION OF TRANSFER. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transaction recorded upon the books of the
Corporation.

         7.5   REGISTERED OWNER. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as of the record date as
the owner of shares to receive dividends or other distributions, and to vote as
such owner, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Utah. The person in whose name the shares are or
were registered in the stock transfer books of the Corporation as of the record
date shall be deemed to be the owner of the shares registered in his name at
that time. Neither the Corporation nor any of its officers, Directors, or agents
shall be under any liability for making such a distribution to a person in whose
name shares were registered in the stock transfer books as of the record date or
to the heirs, successors, or assigns of the person, even though the person, or
his heirs, successors, or assigns, may not possess a certificate for shares.

                                  8. DIVIDENDS

         8.1   DECLARATION AND PAYMENT. Subject to the Act and the Articles of
Incorporation, dividends may be declared by the Board of Directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the Corporation's own shares.

         8.2 RESERVES. Before payment of any dividend, the Board of Directors,
by resolution, may create a reserve or reserves out of the Corporation's surplus
or designate or allocate any part or all of such surplus in any manner for any
proper purpose or purposes, and may increase, create, or abolish any such
reserve, desgination, or allocation in the same manner.

                              9. GENERAL PROVISION

         9.1 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

         9.2 SEAL. The corporate seal shall be in such form as may be prescribed
by the Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.

         9.3 MINUTES. The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its shareholders
and Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its shareholders, giving names and addresses of all shareholders and the
number and class of the shares held by each.

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         9.4   AMENDMENT. The power to amend or repeal these Bylaws and adopt
new Bylaws shall be reserved exclusively to the Board of Directors unless these
Bylaws, the Corporation's Articles of Incorporation, or the Act reserve the
power to make such an amendment exclusively to the shareholders. These Bylaws
may be altered, amended or repealed and new Bylaws may be adopted by the Board
of Directors, at any meeting of the Board of Directors at which a quorum is
present, provided notice of the proposed alteration, amendment, or repeal is
contained in the notice of the meeting.

         9.5   NOTICE. Any notice to Directors or shareholders shall be in
writing and shall be delivered personally or mailed to the Directors or
shareholders at their respective addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
Directors may also be given by facsimile transmittal. Whenever any notice is
required to be given under the provisions of applicable statutes or of the
Articles of Incorporation or of these Bylaws, 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.

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