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                    BYLAWS OF GLOBESAT HOLDING CORP.

                    ARTICLE I OFFICES
                                    
                                    
     Section 1.01 Location of Offices. The corporation may maintain
such offices within or without the State of Utah as the Board of
Directors may from time to time designate or require.

     Section 1.02 Principal Office. The address of the principal office
of the corporation shall be at the address of the registered office of
the corporation as so designated in the office of the Lieutenant
Governor/Secretary of State of the state of incorporation, or at such
other address as the Board of Directors shall from time to time
determine.

                    ARTICLE 11
                    SHAREHOLDERS
                                    
     Section 2.01 Annual Meeting. The annual meeting of the
shareholders shall be held in February of each year or at such other
time designated by the Board of Directors and as is provided for in the
notice of the meeting, for the purpose of electing directors and for
the transaction of such other business as may come before the meeting.
If the election of directors shall not be held on the day designated
for the 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 may be
convenient.

     Section 2.02 Special Meetings. Special meetings of the
shareholders may be called at any time by the chairman of the board,
the president, or by the Board of Directors, or in their absence or
disability, by any vice president, and shall be called by the president
or, in his or her absence or disability, by a vice president or by the
secretary on the written request of the holders of not less than
one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to
be delivered to the president, each vice-president, or secretary. In
case of failure to call such meeting within 60 days after such request,
such shareholder or shareholders may call the same.

     Section 2.03 Place of Meetings. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. 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
incorporation, 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 at the principal office of the corporation.


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     Section 2.04 Notice of Meetings. The secretary or assistant
secretary, if any, shall cause notice of the time, place, and purpose
or purposes of all meetings of the shareholders (whether annual or
special), to be mailed at least ten days, but not more than 30 days,
prior to the meeting, to each shareholder of record entitled to vote.

     Section 2.05 Waiver of Notice. Any shareholder may waive notice of
any meeting of shareholders (however called or noticed, whether or not
called or noticed and whether before, during, or after the meeting), by
signing a written waiver of notice or a consent to the holding of such
meeting, or an approval of the minutes thereof. Attendance at a
meeting, in person or by proxy, shall constitute waiver of all defects
of call or notice regardless of whether waiver, consent, or approval is
signed or any objections are made. All such waivers, consents, or
approvals shall be made a part of the minutes of the meeting.

     Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual 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 provide that the share transfer books shall be
closed, for the purpose of determining shareholders entitled to notice
of or to vote at such meeting, but not for a period exceeding fifty
(50) days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting.

     ln lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more
than fifty (50) and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the
share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a
meeting or to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at
a meeting of shareholders.

     Section 2.07 Voting Lists. The officer or agent of the corporation
having charge of the share transfer books for shares of the corporation
shall make, at least ten (10) days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such meeting or
any adjournment thereof, arranged in alphabetical order, with the 

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address of, and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the meeting. The
original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books,
or to vote at any meeting of shareholders.

     Section 2.08 Quorum. One-third of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If a quorum is present, the affirmative vote of the
majority of the voting power represented by shares at the meeting and
entitled to vote on the subject shall constitute action by the
shareholders, unless the vote of a greater number or voting by classes
is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-third of
the outstanding voting power is represented at a meeting, a majority of
the voting power represented by shares so present may adjourn the
meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting as
originally noticed.

     Section 2.09 Voting of Shares. Each outstanding share of the
corporation entitled to vote shall be entitled to one vote on each
matter submitted to vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or series of
stock are determined and specified as greater or lesser than one vote
per share in the manner provided by the Articles of Incorporation.

     Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by
proxy; provided, however, that the right to vote by proxy shall exist
only in case the instrument authorizing such proxy to act shall have
been executed in writing by the registered holder or holders of such
shares, as the case may be, as shown on the share transfer of the
corporation or by his or her or her attorney thereunto duly authorized
in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the
corporation or to such other officer or person who may, in the absence
of the secretary, be acting as secretary of the meeting. In the event
that any such instrument shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or if only
one be present, that one shall (unless the instrument shall otherwise
provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by
the pledge or on the books of the corporation he or she shall have
expressly empowered the pledgee to vote thereon, in which case the
pledgee, or his or her or her proxy, may represent such shares and vote 

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thereon.

     Section 2.11 Written Consent to Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be
taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject maker thereof.

                    ARTICLE III
                    DIRECTORS

     Section 3.01 General Powers. The property, affairs, and business
of the corporation shall be managed by its Board of Directors. The
Board of Directors may exercise all the powers of the corporation
whether derived from law or the Articles of Incorporation, except such
powers as are by statute, by the Articles of Incorporation or by these
Bylaws, vested solely in the shareholders of the corporation.

     Section 3.02 Number, Term, and Qualifications. The Board of
Directors shall consist of three to nine persons. Increases or
decreases to said number may be made, within the numbers authorized by
the Articles of Incorporation, as the Board of Directors shall from
time to time determine by amendment to these Bylaws. An increase or a
decrease in the number of the members of the Board of Directors may
also be had upon amendment to these Bylaws by a majority vote of all of
the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the
shareholders of the corporation. Each director shall hold office until
the next annual meeting of shareholders of the corporation and until
his or her successor shall have been elected and shall have qualified.
Directors need not be residents of the state of incorporation or
shareholders of the corporation.

     Section 3.03 Classification of Directors. In lieu of electing the
entire number of directors annually, the Board of Directors may provide
that the directors be divided into either two or three classes, each
class to be as nearly equal in number as possible, the term of office
of the directors of the first class to expire at the first annual
meeting of shareholders after their election, that of the second class
to expire at the second annual meeting after their election, and that
of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification, the
number of directors equal to the number of the class whose term expires
at the time of such meeting shall be elected to hold office until the
second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.

     Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw
immediately following, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide by resolution the time 

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and place, either within or without the state of incorporation, for the
holding of additional regular meetings without other notice than such
resolution.

     Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice
president, or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place,
either within or without the state of incorporation, as the place for
holding any special meeting of the Board of Directors called by them.

     Section 3.06 Meetings by Telephone Conference Call. Members of the
Board of Directors may participate in a meeting of the Board of
Directors or a committee of the Board of Directors by means of
conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.

     Section 3.07 Notice. Notice of any special meeting shall be given
at least ten (10) days prior thereto by written notice delivered
personally or mailed to each director at his or her regular business
address or residence, or by telegram. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any director may waive notice of
any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a
meeting solely for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened.

     Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than a majority is present at a
meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.

     Section 3.09 Manner of Acting. The act 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, and the individual directors shall
have no Power as such.

     Section 3.10 Vacancies and Newly Created Directorship. If any
vacancies shall occur in the Board of Directors by reason of death,
resignation or otherwise, or if the number of directors shall be
increased, the directors then in office shall continue to act and such
vacancies or newly created directorships shall be filled by a vote of
the directors then in office, though less than a quorum, in any way
approved by the meeting. Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by
election by the shareholders at the meeting at which the director or 

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directors are removed.

     Section 3.11 Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor.

     Section 3.12 Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her or her dissent shall be entered in
the minutes of the meeting, unless he or she shall file his or her or
her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof, or shall
forward such dissent by registered or certified mail to the secretary
of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favour
of such action.

     Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice
president, the secretary, or assistant secretary, if any. The
resignation shall become effective on its acceptance by the Board of
Directors; provided, that if the board has not acted thereon within ten
days from the date presented, the resignation shall be deemed accepted.

     Section 3.14 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation
or any other action which may be taken at a meeting of the directors or
of a committee, may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by all of
the directors, or all of the members of the committee, as the case may
be. Such consent shall have the same legal effect as a unanimous vote
of all the directors or members of the committee.

     Section 3.15 Removal. At a meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority
of the shares of outstanding stock of the corporation entitled to vote
at an election of directors.

                    ARTICLE IV
                    OFFICERS
                                    
     Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by
resolution of the Board of Directors, a secretary, a treasurer, and
such other officers as may be appointed by the Board of Directors. The
Board of Directors may elect, but shall not be required to elect, a
chairman of the board and the Board of Directors may appoint a general 

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manager.

     Section 4.02 Election, Term of Office. and Qualifications. The
officers shall be chosen by the Board of Directors annually at its
annual meeting. In the event of failure to choose officers at an annual
meeting of the Board of Directors, officers may be chosen at any
regular or special meeting of the Board of Directors. Each such officer
(whether chosen at an annual meeting of the Board of Directors to fill
a vacancy or otherwise) shall hold his or her office until the next
ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her
death, or until his or her resignation or removal in the manner
provided in these Bylaws. Any one person may hold any two or more of
such offices, except that the president shall not also be the
secretary. No person holding two or more offices shall act in or
execute any instrument in the capacity of more than one office. The
chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need
be a director.

     Section 4.03 Subordinate Officers, Etc. The Board of Directors
from time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall have such title, hold office for
such period, have such authority, and perform such duties as the Board
of Directors from time to time may determine. The Board of Directors
from time to time may delegate to any officer or agent the power to
appoint any such subordinate officer or agents and to prescribe their
respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.

     Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the
president, or the secretary. Unless otherwise specified therein, such
resignation shall take effect on delivery.

     Section 4.05 Removal. Any officer may be removed from office at
any special meeting of the Board of Directors called for that purpose
or at a regular meeting, by vote of a majority of the directors, with
or without cause. Any officer or agent appointed in accordance with the
provisions of Section 4.03 hereof may also be removed, either with or
without cause, by any officer on whom such power of removal shall have
been conferred by the Board of Directors.

     Section 4.06 Vacancies and Newly Created Offices. If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification, or any other cause, or if a new office shall be
created, then such vacancies or new created offices may be filled by
the Board of Directors at any regular or special meeting.

     Section 4.07 The Chairman of the Board. The Chairman of the Board,
if there be such an officer, shall have the following powers and
duties.

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     (a)  He or she shall preside at all shareholders' meetings;

     (b)  He or she shall preside at all meetings of the Board of
          Directors; and

     (c)  He or she shall be a member of the executive committee, if
          any.

     Section 4.08 The President. The president shall have the following
powers and duties:

     (a)  If no general manager has been appointed, he or she shall be
          the chief executive officer of the corporation, and, subject
          to the direction of the Board of Directors, shall have
          general charge of the business, affairs, and property of the
          corporation and general supervision over its officers,
          employees, and agents;

     (b)  If no chairman of the board has been chosen, or if such
          officer is absent or disabled, he or she shall preside at
          meetings of the shareholders and Board of Directors;

     (c)  He or she shall be a member of the executive committee, if
          any;

     (d)  He or she shall be empowered to sign certificates
          representing shares of the corporation, the issuance of which
          shall have been authorized by the Board of Directors; and

     (e)  He or she shall have all power and shall perform all duties
          normally incident to the office of a president of a
          corporation, and shall exercise such other powers and perform
          such other duties as from time to time may be assigned to him
          or her by the Board of Directors.

     Section 4.09 The Vice Presidents. The Board of Directors may, from
time to time, designate and elect one or more vice presidents, one of
whom may be designated to serve as executive ~ice president. Each vice
president shall have such powers and perform such duties as from time
to time may be assigned to him or her by the Board of Directors or the
president. At the request or in the absence or disability of the
president, the executive ~ice president or, in the absence or
disability of the executive vice president, the vice president
designated by the Board of Directors or (in the absence of such
designation by the Board of Directors) by the president, the senior
vice president, may perform all 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.

     Section 4.10 The Secretary. The secretary shall have the following
powers and duties:


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     (a) He or she shall keep or cause to be kept a record of all of
the proceedings of the meetings of the shareholders and of the board or
directors in books provided for that purpose;

     (b) He or she shall cause all notices to be duly given in
accordance with the provisions of these Bylaws and as required by
statute;

     (c) He or she shall be the custodian of the records and of the
seal of the corporation, and shall cause such seal (or a facsimile
thereof) to be affixed to all certificates representing shares of the
corporation prior to the issuance thereof and to all instruments, the
execution of which on behalf of the corporation under its seal shall
have been duly authorized in accordance with these Bylaws, and when so
affixed, he or she may attest the same;

     (d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are
properly kept and filed;

     (e) He or she shall have charge of the share books of the
corporation and cause the share transfer books to be kept in such
manner as to show at any time the amount of the
shares of the corporation of each class issued and outstanding, the
manner in which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each
became such holder or record; and he or she shall exhibit at all
reasonable times to any director, upon application, the original or
duplicate share register. He or she shall cause the share book referred
to in Section 6.04 hereof to be kept and exhibited at the principal
office of the corporation, or at such other place as the Board of
Directors shall determine, in the manner and for the purposes provided
in such Section;

     (f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been
authorized by the Board of Directors; and

     (g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by
the Board of Directors or the president.

     Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:

     (a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements of
the corporation;

    

<PAGE> 10

 (b) He or she shall cause the monies 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 banks or
other depositories as shall be selected in accordance with Section 5.03
hereof;

     (c) He or she shall cause the monies of the corporation to be
disbursed by checks or drafts (signed as provided in Section 5.04
hereof) drawn on the authorized depositories of the corporation, and
cause to be taken and preserved property vouchers for all monies
disbursed;

     (d) He or she shall render to the Board of Directors or the
president, whenever requested, a statement of the financial condition
of the corporation and of all of this transactions as treasurer, and
render a full financial report at the annual meeting of the
shareholders, if called upon to do so;

     (e) He or she shall cause to be kept correct books of account of
all the business and transactions of the corporation and exhibit such
books to any director on request during business hours;

     (f) He or she shall be empowered from time to time to require from
all officers or agents of the corporation reports or statements given
such information as he or she may desire with respect to any and all
financial transactions of the corporation; and

     (g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or her by
these Bylaws or as from time to time may be assigned to him or her by
the Board of Directors or the president.

     Section 4.12 General Manager. The Board of Directors may employ
and appoint a general manager who may, or may not, be one of the
officers or directors of the corporation. The general manager, if any
shall have the following powers and duties:

     (a) He or she shall be the chief executive officer of the
corporation and, subject to the directions of the Board of Directors,
shall have general charge of the business affairs and property of the
corporation and general supervision over its officers, employees, and
agents:

     (b) He or she shall be charged with the exclusive management of
the business of the corporation and of all of its dealings, but at all
times subject to the control of the Board of Directors;

     (c) Subject to the approval of the Board of Directors or the
executive committee, if any, he or she shall employ all employees of
the corporation, or delegate such employment to subordinate officers,
and shall have authority to discharge any person so employed; and


<PAGE> 11

     (d) He or she shall make a report to the president and directors
as often as required, setting forth the results of the operations under
his or her charge, together with suggestions looking toward improvement
and betterment of the condition of the corporation, and shall perform
such other duties as the Board of Directors may require.

     Section 4.13 Salaries. The salaries and other compensation of the
officers of the corporation shall be fixed from time to time by the
Board of Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix the salaries or other
compensation of any subordinate officers or agents appointed in
accordance with the provisions of Section 4.03 hereof. No officer shall
be prevented from receiving any such salary or compensation by reason
of the fact that he or she is also a director of the corporation.

     Section 4.14 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful
performance of his or her duties to the corporation, including
responsibility for negligence and for the accounting of all property,
monies, or securities of the corporation which may come into his or her
hands.

                    ARTICLE V
                    EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                    AND DEPOSIT OF CORPORATE FUNDS
                                    
     Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the
president or any vice president or the general manager, if any, may, in
the name and on behalf of the corporation, execute and deliver any
contract or other instrument authorized in writing by the Board of
Directors. The Board of Directors may, subject to any limitation
contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and delivery any
contract or other instrument in the name and on behalf of the
corporation; any such authorization may be general or confined to
specific instances.

     Section 5.02 Loans. No loans or advances shall be contracted on
behalf of the corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its name, and
no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or com~eyed as security for the payment of
any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

     Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such
banks and or trust companies or with such bankers or other depositories 

<PAGE> 12

as the Board of Directors may select, or as from time to time may be
selected by any officer or agent authorized to do so by the Board of
Directors.

     Section 5.04 Checks. Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these Bylaws,
evidences of indebtedness of the corporation, shall be signed by such
officer or officers or such agent or agents of the corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the corporation in any of its
duly authorized depositories shall be in such manner as the Board of
Directors from time to time may determine.

     Section 5.05 Bonds and Debentures. Every bond or debenture issued
by the corporation shall be evidenced by an appropriate instrument
which shall be signed by the president or a vice president and by the
secretary and sealed with the seal of the corporation. The seal may be
a facsimile, engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
corporation or other trustee designated by the indenture of trust or
other agreement under which such security is issued, the signature of
any of the corporation's officers named thereon may be a facsimile. ln
case any officer who signed, or whose facsimile signature has been used
on any such bond or debenture, should cease to be an officer of the
corporation for any reason before the same has been delivered by the
corporation, such bond or debenture may nevertheless be adopted 
by the corporation and issued and delivered as through the person who
signed it or whose facsimile signature has been used thereon had not
ceased to be such officer.

     Section 5.06 Sale. Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities
owned by or standing in the name of the corporation, and the execution
and delivery on behalf of the corporation of any and all instruments in
writing incident to any such sale, transfer, endorsement, or
assignment, shall be effected by the president, or by any vice
president, together with the secretary, or by any officer or agent
thereunto authorized by the Board of Directors.

     Section 5.07 Proxies. Proxies to vote with respect to shares of
other corporations owned by or standing in the name of the corporation
shall be executed and delivered on behalf of the corporation by the
president or any vice president and the secretary or assistant
secretary of the corporation, or by any officer or agent thereunder
authorized by the Board of Directors.

                    ARTICLE VI
                    CAPITAL SHARES
                                    
     Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the
president or any vice president and the secretary or assistant 

<PAGE> 13

secretary, and sealed with the seal (which may be a facsimile, engraved
or printed) of the corporation, certifying the number and kind, class
or series of shares owned by him or her in the corporation; provided,
however, that where such a certificate is countersigned by (a) a
transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case any
officer who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate, shall cease to
be such officer of the corporation, for any reason, before the delivery
of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered
as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such
officer. Certificates representing shares of the corporation shall be
in such form as provided by the statutes of the state of incorporation.
There shall be entered on the share books of the corporation at the
time of issuance of each share, the number of the certificate issued,
the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the
date of issuance thereof. Every certificate exchanged or returned to
the corporation shall be marked "Cancelled" with the date of
cancellation.

     Section 6.02 Transfer of Shares. Transfers of shares of the
corporation shall be made on the books of the corporation by the holder
of record thereof, or by his or her attorney thereunto duly authorized
by a power of attorney duly executed in writing and filed with the
secretary of the corporation or any of its transfer agents, and on
surrender of the certificate or certificates, properly endorsed or
accompanied by proper instruments of transfer, representing such
shares. Except as provided by law, the corporation and transfer agents
and registrars, if any, shall be entitled to treat the holder of record
of any stock as the absolute owner thereof for all purposes, and
accordingly, shall not be bound to recognize any legal, equitable, or
other claim to or interest in such shares on the part of any other
person whether or not it or they shall have express or other notice
thereof.

     Section 6.03 Regulations. Subject to the provisions of this
Article VI and of the Articles of Incorporation, the Board of Directors
may make such rules and regulations as they may deem expedient
concerning the issuance, transfer, redemption, and registration of
certificates for shares of the corporation.

     Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or
series of stock is outstanding) shall be kept at the principal place of
business of the corporation, or at such other place as the Board of
Directors shall determine, containing the names, alphabetically
arranged, of original shareholders of the corporation, their addresses,
their interest, the amount paid on their shares, and all transfers 

<PAGE> 14

thereof and the number and class of shares held by each. Such share
books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.

     Section 6.05 Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more
registrars with respect to the certificates representing shares of the
corporation, and may require all such certificates to bear the
signature of either or both. The Board of Directors may from time to
time define the respective duties of such transfer agents and
registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered
by a registrar, if at such date the corporation had a registrar for
such shares.

     Section 6.06 Closing of Transfer Books and Fixing of Record Date.

     (a) The Board of Directors shall have power to close the share
books of the corporation for a period of not to exceed 50 days
preceding the date of any meeting of shareholders, or the date for
payment of any dividend, or the date for the allotment of rights, or
capital shares shall go into effect, or a date in connection with
obtaining the consent of shareholders for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding 50 days
preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital shares
shall go into effect, or a date in connection with obtaining any such
consent, as a record date for the determination of the shareholders
entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock,
or to Rive such consent.

     (c) If the share transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be closed
for, or such record date shall be, at least ten (10) days immediately
preceding such meeting.

     Section 6.07 Lost or Destroyed Certificates. The corporation may
issue a new certificate for shares of the corporation in place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require
the owner of the lost or destroyed certificate or his or her legal
representatives, to give the corporation a bond in such form and amount
as the Board of Directors may direct, and with such surety or sureties
as may be satisfactory to the board, to indemnify the corporation and 

<PAGE> 15

its transfer agents and registrars, if any, against any claims that may
be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.

     Section 6.08 No Limitation on Voting Rights; Limitation on
Dissenter's Rights. To the extent permissible under the applicable law
of any jurisdiction to which the corporation may become subject by
reason of the conduct of business, the ownership of assets, the
residence of shareholders, the location of offices or facilities, or
any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modified,
suspends, terminates, or otherwise affects the rights of any
shareholder to cast one vote for each share of common stock registered
in the name of such shareholder on the books of the corporation,
without regard to whether such shares were acquired directly from the
corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting
power over any specific fraction of the shares of common stock of the
corporation issued and outstanding or (ii) grants to any shareholder
the right to have his or her stock redeemed or purchased by the
corporation or any other shareholder on the acquisition by any person
or group of persons of shares of the corporation. In particular, to the
extent permitted under the laws of the state of incorporation, the
corporation elects not to be governed by any such provision, including
the provisions of the Utah Control Shares Acquisitions Act, Section
61-6-1 et seq., of the Utah Code Annotated, as amended, or any statute
of similar effect or tenor.

                    ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 7.01 How Constituted. The Board of Directors may designate
an executive committee and such other committees as the Board of
Directors may deem appropriate, each of which committees shall consist
of two or more directors. Members of the executive committee and of any
such other committees shall be designated annually at the annual
meeting of the Board of Directors; provided, however, that at any time
the Board of Directors may abolish or reconstitute the executive
committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or
removal in the manner provided in these Bylaws.

     Section 7.02 Powers. During the intervals between meetings of the
Board of Directors, the executive committee shall have and may exercise
all powers of the Board of Directors in the management of the business
and affairs of the corporation, except for the power to fill vacancies
in the Board of Directors or to amend these Bylaws, and except for such
powers as by law may not be delegated by the Board of Directors to an
executive committee.

<PAGE> 16

     Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors,
may fix its own presiding and recording officer or officers, and may
meet at such place or places, at such time or times and on such notice
(or without notice) as it shall determine from time to time. It will
keep a record of its proceedings and shall report such proceedings to
the Board of Directors at the meeting of the Board of Directors next
following.

     Section 7.04 Quorum and Manner of Acting. At all meeting of the
executive committee, and of such other committees as may be designated
hereunder by the Board of Directors, the presence of members
constituting a majority of the total authorized membership of the
committee shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of
such committee. The members of the executive committee, and of such
other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members
thereof shall have no powers as such.

     Section 7.05 Resignations. Any member of the executive committee,
and of such other committees as may be designated hereunder by the
Board of Directors, may resign at any time by delivering a written
resignation to either the president, the secretary, or assistant
secretary, or to the presiding officer of the committee of which he or
she is a member, if any shall have been appointed and shall be in
office. Unless otherwise specified herein, such resignation shall take
effect on delivery.

     Section 7.06 Removal. The Board of Directors may at any time
remove any member of the executive committee or of any other committee
designated by it hereunder either for or without cause.

     Section 7.07 Vacancies. If any vacancies shall occur in the
executive committee or of any other committee designated by the Board
of Directors hereunder, by reason of disqualification, death,
resignation, removal, or otherwise, the remaining members shall, until
the filling of such vacancy, constitute the then total authorized
membership of the committee and, provided that two or more members are
remaining, continue to act. Such vacancy may be filled at any meeting
of the Board of Directors.

     Section 7.08 Compensation. The Board of Directors may allow a
fixed sum and expenses of attendance to any member of the executive
committee, or of any other committee designated by it hereunder, who is
not an active salaried employee of the corporation for attendance at
each meeting of said committee.





<PAGE> 17

                    ARTICLE VIII
                    INDEMNIFICATION, INSURANCE, AND OFFICER AND
DIRECTOR CONTRACTS

     Section 8.01 Indemnification: Third Party Actions. The corporation
shall have the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or
completed action, or suit by or in the right of the corporation to
procure a judgment in its favour by reason of the fact that he or she
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 expenses (including
attorneys' fees) judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with any
such action, suit or proceeding, if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, he or she had reasonable cause to believe that his or
her conduct was unlawful.

     Section 8.02 Indemnification: Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to
procure a judgment in its favour by reason of the fact that he or she
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 expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of
any claim, issue, or maker as to which such a person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine
on application that, despite the adjudication of liability but in view
of all circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.




<PAGE> 18

     Section 8.03 Determination. To the extent that a director,
officer, employee, or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit, or proceeding
referred to in Sections 8.01 and 8.02 hereof, or in defense of any
claim, issue, or maker therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith. Any other indemnification under
Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a
determination that indemnification of the officer, director, employee,
or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02
hereof. Such determination shall be made either (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit, or proceeding; or (ii) by
independent legal counsel on a written opinion; or (iii) by the
shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.

     Section 8.04 General Indemnification. The indemnification provided
by this Section shall not be deemed exclusive of any other
indemnification granted under any provision of any statute, in the
corporation's Articles of Incorporation, these Bylaws, agreement, vote
of shareholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall
inure to the benefit of the heirs and legal representatives of such a
person.

     Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding as contemplated in this Section
may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding upon a majority vote of a quorum of
the Board of Directors and upon receipt of an undertaking by or on
behalf of the director, officers, employee, or agent to repay such
amount or amounts unless if it is ultimately determined that he or she
is to indemnified by the corporation as authorized by this Section.

     Section 8.06 Scope of Indemnification. The indemnification
authorized by this Section shall apply to all present and future
directors, officers, employees, and agents of the corporation and shall
e corporation and shall

     Section 7.04 Quorum and Manner of Acting. At all meeting of the
executive committee, and of such other committees as may be designated
hereunder by the Board of Directors, the presence of members
constituting a majority of the total authorized membership of the
committee shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of
such committee. The members of the executive committee, and of such
oint venture, trust, or other enterprise
against any liability asserted against him or her and incurred by him 

<PAGE> 19

or her in any such capacity, or arising out of his or her status as
such, whether or not the corporation would have the power to indemnify
him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                    ARTICLE IX
                    FISCAL YEAR
                                    
     The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.


                    ARTICLE X
                    DIVIDENDS

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


                    ARTICLE XI
                    AMENDMENTS

     All Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment,
alteration, or repeal, and new Bylaws may be made, except that:

     (a) No Bylaws adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors.

     (b) No Bylaws shall be adopted by the Board of Directors which
shall require more than a majority of the voting shares for a quorum at
a meeting of shareholders, or more than a majority of the votes cast to
constitute action by the shareholders, except where higher percentages
are required by law; provided, however that (i) if any Bylaw regulating
an impending election of directors is adopted or amended or repealed by
the Board of Directors, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors, the Bylaws
so adopted or amended or repealed, together with a concise statement of
the changes made; and (ii) no amendment, alteration or repeal of this
Article XI shall be made except by the shareholders.

                    CERTIFICATE OF SECRETARY
                                    
     The undersigned does hereby certify that he or she is the
secretary of GLOBESAT HOLDING CORP., a corporation duly organized and
existing under and by virtue of the laws of the State of Utah; that the
above and foregoing Bylaws of said corporation were duly and regularly
adopted as such by the Board of Directors of the corporation at a
meeting of the Board of Directors, which was duly and regularly held on
the 18th day of January, 1996, and that the above and foregoing Bylaws 

<PAGE> 20

are now in full force and effect.

     DATED this 18th day of January, 1996.


                                        
                                   /s/ Sheryl A Ross, Secretary