PREINCORPORATION AGREEMENT


     This Agreement is entered into this 25th day of February, 1998, by Biogan
International, Inc., a Delaware corporation, and Collective Technologies,
L.L.C., an Idaho limited liability company, to forthwith form an Idaho
corporation by the name of IntorCorp, Inc., or such other name as may
subsequently be agreed between the parties, to (i) receive from each of the
parties hereto all of the rights to certain intellectual technology for the
development of what the parties shall refer to as the IntorCorp Motor, and (ii)
develop the said Motor for commercial exploitation.

1. Articles of Incorporation: IntorCorp shall be formed with Articles of
Incorporation in the form attached hereto as Exhibit "A" and with By Laws in the
form attached hereto as Exhibit "B".

2. Capital: The parties agree to forthwith transfer to IntorCorp all of their
respective rights and interest to the intellectual technology of what the
parties have referred to as the IntorCorp Motor, of whatever nature and form. In
exchange therefore each of Biogan and Collective Technologies will receive 50%
of the common stock issued for such property.

     2.1  The parties agree that IntorCorp shall issue a total of 2,800,000
          shares of common stock (1,400,000 shares to each of Biogan and
          Collective Technologies) subject to the terms of this Agreement, at a
          valuation of $5.00 per share or an aggregate of $14,000,000 for the
          intellectual technology.

     2.2  Each of the parties hereby represents and warrants that to the best
          knowledge of each member of Management of Biogan, and of each Member
          of Collective Technologies, that (i) Biogan and Collective
          Technologies as entities have acquired from their respective
          shareholders and Members all of the rights and interest to the
          intellectual technology of the said IntorCorp Motor, and (ii) that no
          individual shareholder or Member, or any other party, has any rights
          or interest to any of the intellectual technology of the said
          IntorCorp Motor, or the right to receive any such rights or interest,
          except the right to participate in the benefits of such technology as
          a shareholder or Member of the respective entity.

     2.3  The common stock issued by IntorCorp to each of Biogan and Collective
          Technologies shall bear a legend restricting transfer and shall be
          held by each of such entities until the earlier to occur of (i) the
          Board of Directors giving approval for the release and transfer of
          such stock to the respective shareholders and Members of each of the
          entities, or (ii) 12 months following the signing of a manufacturing
          contract for the first commercial motor. Furthermore, until such time
          as the shares of IntorCorp are publicly traded, the By Laws of
          IntorCorp shall contain a provision for restricting a sale of any
          stock until a right of first refusal


PREINCORPORATION AGREEMENT              1 
                          



<PAGE>

          has been extended first to IntorCorp, and thereafter to the then
          existing shareholders.

     2.4  The parties acknowledge that some members and participants of
          Collective Technologies, and affiliates, were developing some of the
          intellectual technology under a consulting agreement with Biogan. At
          the time the parties commenced the negotiations for organizing
          IntorCorp there had been some Biogan stock issued as well as cash
          payments made, and billings for cash payments yet to be made. The
          parties agree that all payments made and delivered in the form of cash
          and/or stock shall be effective, however, any billings or other
          compensation that has not been paid, shall be nullified with no
          further liability on the part of Biogan.

3. Board of Directors: The Board of Directors of IntorCorp shall consist of 4
members, 2 of which shall be selected by each of Biogan and Collective
Technologies, provided, however, that each of the named initial directors shall
be unanimously approved by both Biogan and Collective Technologies.

     3.1  The parties agree that Scott DeHart and Wayne Stewart shall be the
          initial directors appointed by Collective Technologies, and George
          Wadsworth and John R. Hansen, Jr. shall be the initial directors
          appointed by Biogan, each of whom shall serve as a Board Member until
          his successor is appointed and qualified in the annual meeting of
          shareholders for the calendar year 1999. If for any reason any of the
          initial directors is unable to continue to serve in office, his
          successor shall be selected by the entity originally appointing such
          director with the approval of the appointment by the other entity.
          After the annual shareholders meeting of 1999 the selection of
          directors shall follow customary corporate governance.

     3.2  The Board of Directors shall be empowered, upon the super-majority
          vote of the members of the Board, to increase the number of Directors
          to not more than 7 and select the Members who are to fill such newly
          appointed offices until their respective successors are elected and
          qualified.

     3.3  The Board of Directors shall appoint the officers of Management of
          IntorCorp, who shall initially consist of a President, Vice-President,
          and Secretary-Treasurer. The Board of Directors shall appoint such
          other officers as it may deem expedient.

     3.4  Until such time as IntorCorp is adequately funded for conducting its
          business, the parties anticipate that the members of the Board of
          Directors and Management will look to their sponsoring entity for any
          compensation, to be reimbursed by IntorCorp at such time as funding is
          available.

4. Development Funding: Following the formation of IntorCorp Management and the
Board of Directors, with the assistance of the respective shareholders, shall
forthwith seek


PREINCORPORATION AGREEMENT
                                        2

<PAGE>


funding for IntorCorp to develop the IntorCorp Motor, consistent with the
Business Plan developed and approved by Biogan and Collective Technologies dated
January __, 1998, which Business Plan in incorporated herein as part of this
Agreement. The funding will be on such terms and conditions as may be negotiated
by Management and approved by the Board of Directors.

5.   Consulting Agreements:

     5.1  The parties intend that the development of the Motor will be
          engineered by Collective Technologies under a consulting agreement
          negotiated and approved by the Board of Directors which will define
          the performance expected of Collective Technologies consistent with
          the Business Plan.

          A.   Compensation payable under the consulting agreement to Collective
               Technologies shall be compatible with industry standards in the
               area.

          B.   The parties anticipate that the equity participation for the
               funding, depending on the terms negotiated, may approximate 35%
               of IntorCorp and "incentive" stock that may be issued to
               Collective Technologies may be as high as 25% equity
               participation, which percentages of stock would dilute equally
               the initial issuance of stock to Biogan and Collective
               Technologies. The parties recognize

                (i) that the percentage of equity stock to be issued to any
                    investor(s) is presently unpredictable, and will depend on
                    the amount of money invested as well as other factors to be
                    negotiated,

               (ii) that any investor(s) of such magnitude will be represented
                    on the Board of Directors and will participate in the
                    decisions with respect to the issuance of any stock to any
                    other persons, including "incentive" stock to Collective
                    Technologies, and

              (iii) that a substantial part of the compensation package to
                    Collective Technologies may be based on receipt of such
                    "incentive" stock in lieu of cash payment.

     5.2  The parties intend that Biogan will continue to participate in
          financing IntorCorp under a consulting agreement approved by the Board
          of Directors of IntorCorp, with the understanding that all
          shareholders of IntorCorp, and their respective individual
          constituents, shall participate and cooperate in locating and
          negotiating the best source of funding for the overall project of the
          IntorCorp Motor.

6. Public Information: The parties agree that proper corporate procedures will
be established so as to prevent the publication or release of any information
about IntorCorp's


PREINCORPORATION AGREEMENT
                                        3

<PAGE>


activities to any person or shareholder without clearance from the Board of
Directors or Management of IntorCorp. Such information when approved shall be
only in written format, and with due regard for the legal protection of all
intellectual technology and trade secrets related thereto, including the market
potential, market penetration strategy and project schedules.

7. Insider Trading Restriction: Any insider (any person who has access to inside
information about IntorCorp or the IntorCorp Motor) will be expected to sign an
agreement that he or she will not trade in the market with Biogan stock, or any
security derived therefrom, without the consent of the Board of Directors and/or
Management of IntorCorp, or until such time as IntorCorp stock, or any security
derived therefrom, becomes publicly traded.

8. Shareholder Representative: Each entity party to this Agreement agrees that
at all times it will provide a named representative to speak for and on behalf
of such entity party, and be authorized on their signature alone, to bind such
party. Unless and until a new representative is appointed by a notice in a
writing directed to the Board of Directors of IntorCorp by the respective Board
of Directors of a party hereto, the representative and only person who has
authority to represent such entity party shall be as follows:

                  Biogan shall be Rulon Tolman, and

                  Collective Technologies shall be Ralph Tenbrink.

9. Legal Expenses: The legal expenses and any other necessary expenses incurred
in the preparation of this Agreement and the incorporation of IntorCorp shall be
divided evenly between Biogan and Collective Technologies.

     IN WITNESS WHEREOF each of the undersigned execute this Agreement.


                                                Biogan International, Inc.

                                                By /s/ Rulon Tolman
                                                   ----------------------------


                                                Collective Technologies, L.L.C.

                                                By /s/ Ralph Tenbrink
                                                   ----------------------------

APPROVED:

              /s/ Scott DeHart                    /s/ Scott K. Anderson
         -------------------------------        -------------------------------
                  Scott DeHart                        Scott K. Anderson

PREINCORPORATION AGREEMENT
                                        4


<PAGE>







                           PREINCORPORATION AGREEMENT

                                 INTORCORP, INC.


                                   EXHIBIT "A"

                           "ARTICLES OF INCORPORATION"






<PAGE>


                            ARTICLES OF INCORPORATION
                                       OF
                                 INTORCORP, INC.



1. Name: The name of the Corporation is IntorCorp, Inc.

2.   Authorized Shares: The total number of shares the Corporation is authorized
     to issue is 16,000,000 divided into two classes. The designation of each
     class, the number of shares of each class are as follows:

          Class                  Par Value              Number of Shares
          -----                  ---------              ----------------

          Common                 $5.00                  8,000,000

          Preferred              No Par Value           8,000,000

     The Preferred Shares may be issued in one or more series. The designation
and total number of shares of any series may be fixed by the board of directors
of this Corporation. As to any such series, the board of directors may, within
the limits and restrictions stated in the resolution(s) originally fixing the
number of shares, increase or decrease the number subsequent to the issue of
shares of that series; provided, however, that in no event shall the board of
directors decrease the number of shares of such series below the number then
outstanding If the number of shares of any series is so decreased, the shares
constituting such decrease shall resume the status they had prior to the
adoption of the resolution(s) originally fixing the number os shares of such
series.

     The board of directors of this Corporation is hereby authorized to fix or
alter the dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of redemption, the redemption price or prices, and the
liquidation preference of any wholly unissued class of Preferred Shares or any
wholly unissued series of Preferred Shares.

     Before issuing any Preferred Shares of a class or series created under this
Article, the Corporation must file articles of amendment adopted by the board of
directors that sets forth all of the terms of the class or series in compliance
with Section 30-1-602 of the Idaho Code.

3. Registered Office and Agent: The registered office of the Corporation is 1419
W. Washington, Boise, Idaho, 83702, and the registered agent at that location is
John R. Hansen, Jr.

4. Initial Directors: Until changed by the directors or the shareholders as
provided in the By Laws of the Corporation, there shall be four directors. The
initial directors of the Corporation, who are to serve until their successors
are duly elected and qualify, are:


ARTICLES OF INCORPORATION
INTORCORP, INC. (2/24/98)               1

<PAGE>


       i.       George W. Wadsworth, 214 S. Cole, Boise, Idaho 83709.
       ii.      John R. Hansen, Jr., 1419 W. Washington, Boise, Idaho 83702.
       iii.     Scott DeHart, 209 W. Ashbourne Dr., Eagle, Idaho 83616.
       iv.      Wayne Stewart, 2500 East 62 South, Layton, Utah 84040.

5. Cumulative Voting: Shareholders of voting stock are entitled to cumulate
their votes for directors.

6. Liability and Indemnification of Directors: A director shall not be liable to
the Corporation or any of its shareholders for money damages, and the
Corporation shall indemnify each director for any liability (as defined in
Section 30-1-850(5)), for any action taken, or any failure to take any action,
as a director, except liability for:

     a.   The amount of a financial benefit received by a director to which he
          is not entitled;

     b.   An intentional infliction of harm on the Corporation or the
          shareholders;

     c.   A violation of Section 30-1-833, Idaho Code (Liability for Unlawful
          Distributions);

     d.   An intentional violation of criminal law

7. Incorporator: The name of the incorporator is John R. Hansen, Jr. and the
incorporator's address is 1419 W. Washington, Boise, Idaho, 83702.



                                         ----------------------------
                                         John R. Hansen, Jr., Incorporator




ARTICLES OF INCORPORATION
                                        2


<PAGE>







                           PREINCORPORATION AGREEMENT

                                 INTORCORP, INC.


                                   EXHIBIT "B"

                                    "BY LAWS"






<PAGE>

                                     BY LAWS
                                       OF
                                 INTORCORP, INC.

                                    ARTICLE I

                                     OFFICES


     Section 1.1 Registered Office. The registered office of the corporation
required by the Idaho Business Corporation Act ("IBCA") to be continuously
maintained in the state of Idaho may, but need to, be the same as any of its
principal places of business in the state of Idaho. In any case, the
corporation's registered office shall be the business office of the registered
agent required by the IBCA to be continuously maintained in the state of Idaho.
The address of the registered office may be changed from time to time by the
Board of Directors or the President of the corporation by delivering a statement
to the Idaho Secretary of State containing the information acquired by the IBCA
or by indicating such change in the annual report required by the IBCA to be
filed with the Secretary of State.

     Section 1.2 Principal Office; Other Offices. The corporation shall also
have and maintain an office or principal place of business in Boise, Idaho or at
such other place as may be fixed by the Board of Directors, and may also have
offices at such other places, both within and without the state of Idaho, as the
Board of directors may from time to time determine or the business of the
corporation may require.

                                   ARTICLE II

                                 CORPORATE SEAL

     Section 2.1 Corporate Seal. The corporation may have a corporate seal,
which may be altered at will 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 other
manner reproduced.

                                   ARTICLE III

                              SHAREHOLDERS' MEETING

     Section 3.1 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of Idaho, as the place of meeting for
any annual meeting or for any special meeting of shareholders called by or at
the direction of 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 Idaho, as the place for the holding of such
meeting. If no


                                        1

<PAGE>


place is designated by the Board of Directors or if a special meeting be called
otherwise than by or at the direction of the Board of Director, the place of
meeting shall be the principal office of the corporation.

     Section 3.2 Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held on the first Monday in the month of April in each year
at the hour of 10:00 a.m., or on such other date and at such other time which
may from time to time be designated by the Board of Directors, for the purpose
of electing directors and for the transaction of such other business as may
properly come before the meeting. The failure to hold an annual meeting at the
time stated or otherwise designated as provided herein shall not affect the
validity of any corporate action.

     Section 3.3 Special Meetings. Special meetings of the shareholders of the
corporation may be called at any time, for any purpose or purposes, by the Board
of Directors or the president of the corporation or by the holders of at least
twenty percent (20%) of the votes entitled to be cast on any issue proposed to
be considered at the meeting, provided that such holders sign, date and deliver
to the corporation's secretary one or more written demands for the meeting
describing the purpose(s) for which it is to be held. Special meetings of the
shareholders of the corporation may not be called by any other person or
persons.

     Section 3.4 Notice of Meetings. The corporation shall notify shareholders
of the date, time and place of each annual and special shareholders' meeting
and, in case of a special meeting, a description of the purpose or purposes for
which the meeting is called, no fewer than ten (10) nor more than sixty (60)
days before the meeting date. The corporation is required to give notice of a
meeting only to shareholders entitled to vote at the meeting. The notice of an
annual meeting need not include a description for the purpose or purposes for
which the meeting is called. Only business within the purpose(s) described in
the special meeting notice may be conducted at such special meeting.

     Section 3.5 Waiver of Notice. Notice of any meeting of shareholders may be
waived in writing, signed by the person entitled to notice thereof and delivered
to the corporation for inclusion in the corporate minutes or filing with the
corporate records, either before or after the date and time stated in the
notice, and will be waived by any shareholder by his attendance thereat in
person or by proxy. A shareholder's attendance at a meeting (i) waives objection
to lack of notice or defective notice of the meeting unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) waives objection to consideration of a
particular matter at the meeting that is not within the purpose of purposes
described in the meeting notice unless the shareholder objects to considering
the matter when it is presented. Any shareholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice hereof had been given.

     Section 3.6 Quorum. Shares entitled to vote, either collectively or as a
separate voting group, may take action at a meeting only if a quorum of those
shares exists with respect


                                        2

<PAGE>


to that matter. Unless the IBCA or the Articles of Incorporation impose a
greater requirement, a majority of the votes entitled to be cast on a matter at
a meeting, pursuant to outstanding shares of the corporation represented in
person or by proxy, shall constitute a quorum for action on that matter at a
meeting of shareholders. In the absence of a quorum any meeting of shareholders
may be adjourned, from time to time, by vote of the holders of a majority of the
votes represented thereat; but no other business shall be transacted at such
meeting. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and any adjournment
thereof unless a new record date is or must be set for that adjourned meeting.

     Section 3.7 Adjournment and Notice of Adjourned Meetings. Any meeting of
shareholders at which a quorum is present, whether annual or special, may be
adjourned from time to time by the vote of a majority of the votes entitled to
be cast at the meeting. If an annual or special shareholders' meeting is
adjourned to a different date, time or place, notice need not be given of the
new date, time or place if the new date, time or place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting is or
must be fixed under Section 7.4, however, notice of adjourned meeting must be
given under this Section to persons who are shareholders as of the new record
date. At the adjourned meeting the corporation may transact any business which
might have been transacted at the original meeting.

     Section 3.8 Proxies. At all meetings of shareholders, a shareholder may
vote either in person or by proxy. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment of proxy is effective upon receipt, before
or at the time of the meeting, by the secretary of the corporation or other
officer or agent authorized to tabulate votes. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy. An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest as defined in the IBCA. The death or incapacity of
the shareholder appointing a proxy does not affect the right of the corporation
to accept the proxy's authority unless notice of the death or incapacity is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. An irrevocable
proxy is revoked when the interest with which it is coupled is extinguished.
Subject to Section 3.10 and to any express limitation on the proxy's authority
appearing on the face of the appointment form, the corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.

     Section 3.9 Voting Rights. If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the Articles of Incorporation or the IBCA require a greater
number of affirmative votes. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. At each election for


                                        3

<PAGE>


directors each shareholder entitled to vote at such election shall have the
right to cumulate his votes by multiplying the number of votes he is entitled to
cast by the number of directors for whom he is entitled to vote and cast the
product for a single candidate or distribute the product among two or more
candidates.

     For the purpose of determining those shareholders entitled to vote at any
meeting of the shareholders, except as otherwise provided by law, only persons
in whose names shares stand on the stock records of the corporation on the
record date, as provided in Sections 3.11 and 7.4 of these Bylaws, shall be
entitled to vote at any meeting of shareholders.

     Section 3.10 Corporation's Acceptance of Votes.

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

     (2) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the corporation if acting in
good faith is nevertheless entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder if:

          (a) The shareholder is an entity and the name signed purports to be
     that of an officer or agent of the entity;

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

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

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

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

     (3) The corporation is entitled to reject a vote, consent, waiver, or proxy
appointment


                                        4

<PAGE>


if the secretary or the officer or agent authorized to tabulate votes, acting in
good faith, has reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the shareholder.

     (4) The corporation is not entitled to vote treasury shares. Absent special
circumstances, the corporation's shares are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign, and
if this corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation; provided, however,
that this provision does not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity.

     Section 3.11 List of Shareholders. After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of such meeting. The list must be
arranged by voting group, and within each voting group by class or series of
shares, and show the address and the number of shares registered in the name of
each shareholder. The shareholders' list must be available for inspection by any
shareholder, at least ten (10) days before the meeting for which the list was
prepared and continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent, or attorney is entitled on
written demand to inspect and, subject to the requirements of Idaho Code ss.
30-1-602(3), to copy the list, during regular business hours and at his expense,
during the period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting; and any shareholder, his agent, or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment.

     Section 3.12 Organization. At every meeting of shareholders, the Chairman
of the Board of directors, or, if a Chairman has not been appointed or is
absent, the president, or, if the president is absent, the most senior vice
president present, or in the absence of any such officer, a chairman of the
meeting chosen by a majority in interest of the shareholders entitled to vote,
present in person or by proxy, shall act as chairman. The secretary or, in his
absence, an assistant secretary directed to do so by the president, shall act as
secretary of the meeting.

     Section 3.13 Nomination of Directors. Nominations of persons for election
to the Board of Directors of this corporation at the annual meeting of
shareholders may be made at such meeting 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 timely complies with the notice
procedures herein set forth. To be timely, a shareholder's notice must be
delivered to, or mailed to and received by, the secretary of the corporation at
the corporation's principal executive offices not later than the December 31
immediately preceding the annual meeting.

     Section 3.14 Business Introduced by Shareholders at Annual Meetings. Where
business introduced by a shareholder is not specified in the notice of annual
meeting, then (in


                                        5

<PAGE>


addition to any other applicable requirements) for business to be properly
introduced by a shareholder at an annual meeting of shareholders, 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 to and received by, the secretary of the corporation in the same manner
and subject to the same time requirements provided in Section 3.13 of these
Bylaws for shareholder notice of nominations to the Board of Directors. A
shareholder's notice must set forth, as to each matter the shareholder proposes
to bring before the meeting, (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting, (b) the name and record address of the shareholder proposing such
business, (c) the class, series and number of shares of the corporation's stock
which are beneficially owned by the shareholder, and (d) any material interest
of the shareholder in such business.

     Section 3.15 Informal Action by Shareholder. Action required or permitted
by IBCA to be taken at a shareholders' meeting may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one (1) or more written consents describing the
action taken, signed by all the shareholders entitled to vote on the action, and
delivered to the corporation for inclusion in the minutes or filing with the
corporate records. A consent signed under this Section has the effect of a
meeting vote and may be described as such in any document. If the IBCA requires
that notice of proposed action be given to nonvoting shareholders and the action
is to be taken by unanimous consent of the voting shareholders, the corporation
must give its nonvoting shareholders written notice of the proposed action at
least ten (10) days before the action is taken. The notice must contain or be
accompanied by the same material that, under the IBCA, would have been required
to be sent to nonvoting shareholder in a notice of meeting at which the proposed
action would have been submitted to the shareholders for action.

                                   ARTICLE IV

                                    DIRECTORS

     Section 4.1 Powers. All corporate powers shall be exercised by and under
the authority, and the business and affairs of the corporation shall be managed
under the direction, of the Board of Directors, subject to any limitations set
forth in the Articles of Incorporation or any shareholder agreement authorized
under the IBCA.

     Section 4.2 Number; Qualifications. The number of directors presently
authorized is four (4 ). The authorized number of directors of the corporation
may range between four and seven; and the number of directors may be fixed or
changed from time to time, within the minimum and maximum, by the Board of
Directors. After shares are issued, only the shareholders may change the range
for the size of the Board or change from a variable-range size Board to a fixed
size Board. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. A director need not
be a resident of


                                        6

<PAGE>


the state of Idaho or a shareholder of the corporation unless so required by the
Articles of Incorporation. If for any cause the directors shall not have been
elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the shareholders called for that purpose in
the manner provided by law or in these Bylaws.

     Section 4.3 Term. The terms of the initial directors shall expire at the
first shareholders meeting at which directors are elected. Directors are elected
at the first annual meeting of shareholders and at each annual meeting
thereafter. Each director shall serve until the next annual meeting of
shareholders and thereafter, despite the expiration of his term, until his
successor is duly elected and qualifies, or until there is a decrease in the
number of directors, or until his earlier death, resignation or removal.

     Section 4.4 Resignation. A director may resign at any time by delivering
written notice to the Board of Directors, its chairman, or the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date, in which event the resignation shall become
effective at such later time. Unless specified in such notice, the acceptance of
any such resignation shall not be necessary to make it effective.

     Section 4.5 Removal. The shareholders may remove one (1) or more directors
with or without cause unless the Articles of Incorporation provide that
directors may be removed only for cause. If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal. A director may be removed by the
shareholders only at a meeting called for the purpose of removing him; and the
meeting notice must state that the purposes, or one of the purposes, of the
meeting is removal of the director.

     Section 4.6 Newly Created Directorships and Vacancies. Unless the Articles
of Incorporation provide otherwise, newly created directorships resulting from
any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause may be filled by the affirmative vote of a majority of the remaining
directors then in office even if they constitute fewer than a quorum of the
authorized Board of Directors, or may be filled by the shareholders. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.

     Section 4.7 Meetings.

     (1) Annual Meetings. The annual meeting of the Board of Directors shall be
held immediately after the annual meeting of shareholders and at the place where
such meeting is held. No notice of an annual meeting of the Board of Directors
shall be necessary; and such meeting shall be held for the purpose of electing
officers and transacting such other business as may lawfully come before it.

     (2) Place of Meetings. Regular and special meetings of the Board of
Directors, or


                                        7

<PAGE>


of any committee designated by the Board, may be held at any place within or
without the state of Idaho.

     (3) Telephone Meetings. Unless the Articles of Incorporation provide
otherwise, any member of the Board of Directors, or of any committee thereof,
may participate in a regular or special meeting by, or conduct the meeting
through the uses of, any means of conference telephone or similar communications
equipment by which all directors participating in the meeting may simultaneously
hear each other during the meeting. A director participating in a meeting by
such means is deemed to be present in person at such meeting.

     (4) Notice of Meetings. Notice of the date, time and place of any regular
or special meeting of the Board of Directors shall be delivered at least two (2)
days prior to the meeting; provided that the Board of Directors may provide, by
resolution, the date, time and place, either within or without the state of
Idaho, for the holding of regular meetings without notice other than such
resolution. Neither the business to be transacted at, nor the purposes(s) of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

     (5) Waiver of Notice. A director may waive any notice required by the IBCA,
the Articles of Incorporation or these Bylaws at any time before or after the
date and time stated in the notice. Except as otherwise provided below in this
Section 4.7(5), such waiver must be signed by the director and filed with the
minutes or corporate records. The attendance of a director at or participation
in a meeting shall constitute waiver of notice of such meeting unless the
director, at the beginning of the meeting, or promptly upon his arrival, objects
to holding the meeting or transacting any business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting.

     Section 4.8 Quorum and Voting.

     (1) Quorum. A quorum of the Board of Directors consists of (a) a majority
of the fixed number of directors if the corporation has a fixed board size or
(b) a majority of the number of directors prescribed, or if no number is
prescribed the number in office immediately before the meeting begins, if the
corporation has a variable range size board. If less than such majority is
present at any meeting, a majority of the directors present may adjourn the
meeting from time to time until the time fixed for the next regular meeting of
the Board of Directors, without further notice other than by announcement at the
meeting.

     (2) Majority Vote. If a quorum is present when a vote is taken, the
affirmative vote of the majority of the directors present shall be the act of
the Board of Directors, unless the Articles of Incorporation or these Bylaws
require the vote of a greater number of Directors.

     (3) Deemed Assent. A director of the corporation who is present at a
meeting of the Board of Directors (or any committee thereof) at which action on
any corporate matter is


                                        8

<PAGE>


taken is deemed to have assented to the action taken unless he objects at the
beginning of the meeting, or promptly upon his arrival, to holding it or
transacting business at the meeting, and his dissent or abstention from the
action taken is entered in the minutes of the meeting; or he delivers written
notice of his dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation immediately after the adjournment
of the meeting. Such right to dissent is not available to a director who voted
in favor of the action taken.

     Section 4.9 Action Without a Meeting. Unless otherwise provided by the
Articles of Incorporation, any action required or permitted by the IBCA to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if the action is taken by all members of the Board.
The action must be evidenced by one or more written consents describing the
action taken, signed by each member of the Board of Directors or of the
committee, as the case may be, and included in the minutes or filed with the
corporate records reflecting the action taken. Action taken under this Section
is effective when the last director signed the consent, unless the consent
specifies an earlier or later effective date. A consent signed under this
Section has the effect of a meeting vote and may be described as such in any
document.

     Section 4.10 Fees and Compensation. Unless the Articles of Incorporation
provided otherwise the Board of Directors may fix the compensation of directors.
Such compensation may include a fixed fee or salary payable in cash or the
corporation's stock or any combination thereof, with or without expenses of
attendance, for serving on the Board of Directors and/or attendance at each
meeting of the Board of Directors and at each meeting of any committee of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, consultant, employee, or otherwise and receiving compensation therefor.

     Section 4.11 Performance of Duties. A director shall discharge his duties
as director, including his duties as a member of any committee of the Board of
Directors on which he may serve, in good faith, with the care an ordinarily
prudent person in a like position would exercise under similar circumstances,
and in a manner he reasonably believes to be in the best interests opinions,
reports or statements, including financial statements and other financial data,
if prepared or presented by:

          (a) One (1) or more officers or employees of the corporation whom the
     director reasonably believes to be reliable and competent in the matters
     presented;

          (b) Legal counsel, public accountants or other persons as to matters
     which the director reasonably believes are within such person's
     professional or expert competence; or

          (c) A committee of the Board of which he is not a member if the
     director reasonably believes the committee merits confidence.


                                        9

<PAGE>


     A director is not acting in good faith if he has knowledge concerning the
matter in question that makes such otherwise permitted reliance unwarranted.

     Section 4.12 Committees.

     (1) Unless the Articles of Incorporation provide otherwise, the Board of
Directors may create one or more committees and appoint members of the Board of
Directors to serve on them. Each committee must have two or more members, who
serve at the pleasure of the Board of Directors.

     (2) The creation of a committee and appointment of members to it must be
approved by the greater of:

          (a) A majority of all the directors in office when the action is
     taken; or

          (b) The number of directors required by the Articles of Incorporation
     or Section 4.8(2) of these Bylaws to take action.

     (3) Sections 4.7 through 4.9 of these Bylaws, which govern meetings, notice
and waiver of notice, action without meetings, and quorum and voting
requirements of the Board of Directors, apply to committees and their members as
well.

     (4) To the extent specified by the Board of Directors or in the Articles of
Incorporation or these Bylaws, each committee may exercise the authority of the
Board of Directors under Section 4.1.

     (5) A committee may not, however:

          (a) Authorize distributions;

          (b) Approve or propose to shareholders action that the IBCA requires
          be approved by shareholders;

          (c) Fill vacancies on the Board of Directors or on any of its
          committees;

          (d) Amend the Articles of Incorporation in circumstances in which the
          Board of Director is permitted by the IBCA to amend such articles
          without shareholder action;

          (e) Adopt, amend, or repeal the Bylaws;

          (f) Approve a plan of merger not requiring shareholder approval;


                                       10

<PAGE>


          (g) Authorize or approve reacquisition of shares, except according to
          a formula or method prescribed by the Board of Directors; or

          (h) Authorize or approve the issuance or sale or contract for sale of
          shares, or determine the designation and relative rights, preferences,
          and limitations of a class or series of shares, except that the Board
          of Directors may authorize a committee, or a senior executive officer
          of the corporation, to do so within limits specifically prescribed by
          the Board of Directors.

     (6) The creation of, delegation of authority to, or action by a committee
does not alone constitute compliance of a director with the standards of conduct
described in the IBCA or Section 4.11 of these Bylaws.

                                    ARTICLE V

                         DIRECTOR CONFLICTS OF INTEREST

     Section 5.1 Definitions. In Sections 5.1 through 5.4:

     (1) "Conflicting interest" with respect to a corporation means the interest
a director of the corporation has respecting a transaction effected or proposed
to be effected by the corporation, or by a subsidiary of the corporation or any
other entity in which the corporation has a controlling interest, if

          (a) the director knows at the time of commitment that he or a related
     person is a party to the transaction or has a beneficial financial interest
     in or so closely linked to the transaction and of such financial
     significance to the director or a related person that the interest would
     reasonably be expected to exert an influence on the director's judgment if
     he were called upon to vote on the action, whether or not the transaction
     is brought before the Board of Directors of the corporation for action; or

          (b) The transaction is brought, or is of such character and
     significance to the corporation that it would in the normal course be
     brought, before the Board of Directors of the corporation for action, and
     the director knows at the time of commitment that any of the following
     persons is either a party to the transaction or has a beneficial financial
     interest in or so closely liked to the transaction and of such financial
     significance to the person that the interest would reasonably be expected
     to exert an influence on the director's judgment if he were called upon to
     vote on the transaction:

          (i) An entity, other than the corporation, of which the director is a
          director, general partner, agent, or employee;

          (ii) A person that controls one or more of the entities specified in


                                       11

<PAGE>


          subclause (i) of this subsection or an entity that is controlled by,
          or is under common control with, one or more of the entities specified
          in subclause (i) of this subsection; or

          (iii) An individual who is a general partner, principal, or employer
          of the director.

     (2) "Director's conflicting interest transaction" with respect to a
corporation means a transaction effected or proposed to be effected by the
corporation, or by a subsidiary of the corporation or any other entity in which
the corporation has a controlling interest, respecting which a director of the
corporation has a conflicting interest.

     (3) "Related person" of a director means:

          (a) The spouse, or a parent or sibling thereof, of the director, or a
     child, grandchild, sibling, parent, or spouse of any thereof, of the
     director, or an individual having the same home as a director, or a trust
     or estate of which an individual specified in this clause (a) is a
     substantial beneficiary; or

          (b) A trust, estate, incompetent, conservatee or minor of which the
     director is a fiduciary.

     (4) "Required disclosure" means disclosure by the director who has a
conflicting interest of:

          (a) The existence and nature of his conflicting interest, and

          (b) All facts known to him respecting the subject matter of the
     transaction that an ordinarily prudent person would reasonably believe to
     be material to a judgment about whether or not to proceed with the
     transaction.

     (5) "Time of commitment" respecting a transaction means the time when the
transaction is consummated or, if made pursuant to contract, the time when the
corporation, or its subsidiary or the entity in which it has a controlling
interest, becomes contractually obligated so that its unilateral withdrawal from
the transaction would entail significant loss, liability, or other damage.

     Section 5.2 Permissible Transactions. The corporation may enter into a
director's conflict of interest transaction if either directors' action or
shareholders' action respecting the transaction is taken at any time in
compliance with Sections 5.3 or 5.4, respectively.


                                       12

<PAGE>


     Section 5.3 Directors' Action.

     (1) Directors' action respecting a transaction is effective for purposes of
Section 5.2 if the transaction received the affirmative vote of a majority, but
no fewer than two (2), of those qualified directors on the Board of Directors or
on a duly empowered committee of the Board who voted on the transaction after
either required disclosure to them, to the extent the information was not known
by them, or compliance with subsection (2) of this Section; provided that action
by a committee is so effective only if:

          (a) All its members are qualified directors; and

          (b) Its members are either all the qualified directors on the Board or
     are appointed by the affirmative vote of a majority of the qualified
     directors on the Board.

     (2) If a director has a conflicting interest respecting a transaction, but
neither he nor a related person of the director specified in Section 15.1(3)
(a), is a party to the transaction, and if the director has a duty under law or
professional canon, or a duty of confidentiality to another person, respecting
information relating to the transaction such that the director may not make the
disclosure described in Section 15.1(4)(b), then disclosure is sufficient for
purposes of subsection (1) of this Section if the director:

          (a) Discloses to the directors voting on the transaction on the
     existence and nature of his conflicting interest and informs them of the
     character and limitations imposed by that duty before their vote on the
     transactions, and

          (b) Plays no part, directly or indirectly, in their deliberations or
     vote.

     (3) A majority, but no fewer than two (2), of all the qualified directors
on the Board of Directors, or on the committee, constitutes a quorum for
purposes of action that complies with this Section. Directors' action that
otherwise complies with this Section is not affected by the presence or vote of
a director who is not a qualified director.

     (4) For purposes of this Section, "qualified director" means, with respect
to a director's conflicting interest transaction, any director who does not have
either:

          (a) A conflicting interest respecting the transaction, or

          (b) A familiar, financial, professional, or employment relationship
     with a second director who does have a conflicting interest respecting the
     transaction, which relationship would, in the circumstances, reasonably be
     expected to exert an influence on the first director's judgment when voting
     on the transaction.


                                       13

<PAGE>


     Section 5.4 Shareholders' Action.

     (1) Shareholders' action respecting a transaction is effective for purposes
of Section 5.2 if a majority of the votes entitled to be cast by the holders of
all qualified shares were cast in favor of the transaction after:

          (a) Notice to shareholders describing the director's conflicting
     interest transaction,

          (b) Provision of the information referenced in subsection (4) of this
     Section, and

          (c) Required disclosure to the shareholders who voted on the
     transaction, to the extent the information was not known by them.

     (2) For purposes of this Section, "qualified shares" means any shares
entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or
other officer or agent of the corporation authorized to tabulate votes, are
beneficially owned, or the voting or which is controlled, by a director who has
a conflicting interest respecting the transaction or by a related person of the
director or both.

     (3) A majority of the votes entitled to be cast by the holders of all
qualified shares constitutes a quorum for purposes of action that complies with
this Section. Subject to the provisions of subsection (4) of this Section,
shareholders' action that otherwise complies with this Section is not affected
by the presence of holders, or voting, of shares that are not qualified shares.

     (4) For purposes of compliance with subsection (1) of this Section, a
director who has a conflicting interest respecting the transaction shall, before
the shareholders' vote, inform the secretary, or other office or agent of the
corporation authorized to tabulate votes, of the number, and the identity of
persons holding or controlling the vote, of all shares that the director knows
are beneficially owned, or the voting of which is controlled, by the director or
by a related person of the director or both.

                                   ARTICLE VI

                                    OFFICERS

     Section 6.1 Officers Designated. The officers of the corporation consist of
a president, a secretary and a treasurer, each of whom shall be appointed by the
Board of Directors. The Board of Directors or the President may appoint such
other officers or assistant officers as may be deemed necessary or desirable.
The same individual may simultaneously hold more than one office.


                                       14

<PAGE>


     Section 6.2 Tenure and Duties of Officers.

     (1) Term of Office. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly appointed and
qualified, or until their resignation or removal. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

     (2) The President. The president shall be the principal executive officer
of the corporation and, subject to the control of the Board of Director, shall
in general supervise and control all of the business and affairs of the
corporation. If so authorized by the Board of Directors, he may appoint such
other officers or assistant officers as he deems appropriate to the conduct of
the corporation's business. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general the president shall
perform all duties commonly incident to the office of the president and such
other and such other duties as may be prescribed by the Board of Directors from
time to time.

     (3) The Vice President. In the absence of the president or in the event of
his death, inability or refusal to act, the vice president (or in the event
there is more than one vice president, the vice presidents, in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Any vice president may sign, with the secretary
or an assistant secretary, certificates for shares of the corporation; and the
vice president shall perform other duties commonly incident to the office of
vice president and such other duties as from time to time may be assigned to him
by the president or by the Board of Directors.

     (4) The Secretary. The secretary shall: (i) attend all meetings and keep
the minutes of the meetings and proper proceedings of the shareholders and the
board of directors in one or more books provided for that purpose; (ii) see that
all notices are duly given in accordance with the provisions of these By-laws or
as required by law; (iii) be custodian of and responsible for authentication of
the corporate records, and be custodian of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (iv) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (v) sign, with the president, or
a vice president, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (vi)
have general charge of the stock transfer books of the corporation; and (vii) in


                                       15

<PAGE>


general perform all duties commonly incident to the office of secretary and such
other duties as from time to time may be assigned to him by the president or by
the Board of Directors.

     (5) The Treasurer. The treasurer shall: (i) have charge and custody of and
be responsible for all funds and securities of the corporation; (ii) receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (iii) in general perform
all of the duties commonly incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the president or by the
Board of Directors. If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

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

     Section 6.3 Resignations. Any officer may resign at any time by delivering
written notice to the corporation. A resignation is effective when the notice is
delivered unless the notice specifies a later effective date, in which event the
resignation shall become effective at such later time. Unless otherwise
specified in such notice, the acceptance of any such resignation shall not be
necessary to make it effective.

     Section 6.4 Removal. The Board of Directors may remove any officer without
or without cause.

     Section 6.5 Contract Rights. An officer's removal does not affect the
officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the corporation's contracts, if any, with the
officer.

     Section 6.6 Compensation. The compensation of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such compensation by reason of the fact that such officer is also a
director of the corporation.

     Section 6.7 Standards of Conduct.

     (1) An officer with discretionary authority shall discharge his duties
under that authority:


                                       16

<PAGE>


          (a) In good faith;

          (b) With the care an ordinarily prudent person in a like position
     would exercise under similar circumstances; and

          (c) In a manner he reasonably believes to be in the best interests of
     the corporation.

     (2) In discharging his duties an officer is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:

          (a) One or more officers or employees of the corporation whom the
     officer reasonably believes to be reliable and competent in the matters
     presented; or

          (b) Legal counsel, public accountants, or other persons as to matters
     the officer reasonably believes are within the person's professional or
     expert competence.

     (3) An officer is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted by subsection (2)
of this Section unwarranted.

                                   ARTICLE VII

                      SHARES OF STOCK AND OTHER SECURITIES

     Section 7.1 Form and Execution of Certificates. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
Board of Directors. At a minimum each share certificate must state on its face:
(a) the name of the corporation and that it is organized under the law of the
state of Idaho; (b) the name of the person to whom the certificate is issued;
and (c) the number of class of shares and the designation of the series, if any,
the certificate represents. If the corporation is authorized to issue different
classes of shares or different series within a class, the designations, relative
rights, preferences, and limitations determined for each series, and the
authority of the Board of Directors to determine variations for future series,
must be summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing and without
charge. Share certificates shall be signed by the president or a vice president
and by the secretary or an assistant secretary and may be sealed with the
corporate seal or a facsimile. If the person who signed, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.

     Section 7.2 Lost Certificates. The corporation may issue a new share
certificate in place of any certificate theretofore issued by the corporation
alleged to have been lost, stolen,


                                       17

<PAGE>


destroyed or mutilated; and the corporation may require the owner of such lost,
stolen destroyed or mutilated certificate, or his legal representative, to give
the corporation an affidavit of the facts, and a bond sufficient to indemnify it
against any claim that may be made against the corporation on account of the
alleged loss, theft, destruction or mutilation of any such certificate or the
issuance of such new certificate.

     Section 7.3 Transfers. Each share certificate shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled; and,
except as provided in Section 7.2 or as authorized by the Board of Directors, no
new certificate shall be issued until the former certificate for a like number
of shares shall have been surrendered and canceled. Transfer of record of shares
of stock of the corporation shall be made only on the stock transfer books of
the corporation by the holder of record thereof or by his legal representative,
who shall furnish proper evidence or authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation, and (except as provided in Section 7.2) on
surrender for cancellation of a properly endorsed certificate or certificates
for a like numbers of shares.

     Section 7.4 Fixing Record Dates. In order that the corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock, or to demand a special
meeting, or to take any other action, the Board of Directors may fix a future
date as a record date. A record date may not be more than seventy (70) days
before the meeting or action requiring a determination of shareholders. If no
record date is fixed by the Board of Directors:

          (a) the record date for determining shareholders entitled to notice of
     and to vote at an annual or special meeting of shareholder is the day
     before the first notice is delivered to shareholders;

          (b) the record date for determining shareholders entitled to express
     consent to corporate action in writing without a meeting shall be the day
     on which the first shareholder signs the consent;

          (c) the record date for determining shareholders entitled to demand a
     special meeting is the date the first shareholder signs the demand;

          (d) the record date for determining shareholders entitled to a
     distribution, other than one involving a purchase, redemption, or other
     acquisition of the corporation's shares, is the date of Board of directors
     authorizes the distribution; and


                                       18

<PAGE>


          (e) the record date for determining shareholders for any other purpose
     shall be at the close of business on the day on which the Board of
     Directors adopts the resolution relating thereto. A determination of
     shareholders entitled to notice of or to vote at a shareholders' meeting is
     effective for any adjournment of the meeting, unless the Board of Directors
     fixes a new record date, which it must do if the meeting is adjourned to a
     date more than one hundred twenty (120) days after the date fixed for the
     original meeting.

     Section 7.5 Issuance, Transfer and Registration of Shares.

     (1) The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property, including cash,
promissory notes, services performed or other securities of the corporation.

     (2) Before the corporation issues shares, the Board of Directors must
determine that the consideration received or to be received for shares to be
issued is adequate.

     (3) The corporation may place in escrow shares issued for a promissory
note, or make other arrangements to restrict the transfer of the shares, and may
credit distributions in respect of the shares against their purchase price,
until the note is paid. If the note is not paid, the shares escrowed or
restricted and the distributions credited may be canceled in whole or part.

     (4) The Board of Directors may make such rules and regulations, not
inconsistent with law or with these Bylaws as it may deem advisable concerning
the issuance transfer and registration of certificates for shares of stock of
the corporation. The Board of Directors may appoint a transfer agent or
registrar of transfers, or both, and may require all certificates for shares of
the corporation to bear the signature of either or both.

     Section 7.6 Registered shareholders. The corporation shall be entitled to
recognize the exclusive right of a person registered in its books as the owner
of its shares to receive dividends and to vote as such owner, to receive notice,
and for all other purposes incident to ownership of such shares, 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 wether or not it shall have express or
other notice thereof, except as otherwise provided by Idaho law.

     Section 7.7 Execution of Other Securities. All bonds, debentures and other
corporate securities of the corporation, other than share certificates, may be
signed by the president or any vice president, or such other person as may be
authorized by the Board of Directors; and the corporate seal may be impressed
thereon or a facsimile of such seal imprinted thereon and attested by the
signature of the secretary or an assistant secretary; provided, however, that
where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprint facsimile


                                       19

<PAGE>


of the signature of such persons. Interest coupons appertaining to any such
bond, debenture or other corporate security, authenticated by a trustee as
aforesaid, shall be signed by the treasurer or an assistant treasurer of the
corporation or such other person as may be authorized by the Board of Directors,
or be imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

                                  ARTICLE VIII

                     EXECUTION OF CORPORATE INSTRUMENTS AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

     Section 8.1 Execution of Corporate Instruments. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign the corporation's name on
behalf of the corporation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these Bylaws; and such
execution or signature shall be binding upon the corporation. Authorization
granted to any person hereunder may be general or confined to specific
instances.

     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and certificates of shares of
stock owned by the corporation shall be executed, signed or endorsed by the
president or any vice president and by the secretary or treasurer or any
assistant secretary or assistant treasurer. All other instruments and documents
requiring the corporate signature may be executed as aforesaid or in such manner
as may be directed by the Board of Directors.

     Section 8.2 Loans. No loan shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors. Such authorization may be general or
confined to specific instances.

     Section 8. 3 Deposits and Checks. All funds of the corporation not
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the Board of
Directors may select. All checks and drafts drawn on banks or other depositories
on funds to the credit of the corporation or in special accounts of the
corporation shall be signed by such person or persons as the Board of Directors

                                       20

<PAGE>


shall authorize to do so. Such authorization may be general or confined to
specific instances.

     Section 8.4 Voting of Securities Owned by the Corporation. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized to do so by
resolution of the Board of Directors, or, in the absence of such authorization,
by the president or any vice president.

                                   ARTICLE IX

                                    DIVIDENDS

     Section 9.1 Declaration and Payment of Dividends. Dividends upon the
capital stock of the corporation, subject to restriction by the Articles of
Incorporation and the limitations in Idaho Code ss. 30-1-640(3), may be declared
by the Board of Directors pursuant to law at any regular or special meeting.
Dividends may be paid by the corporation in cash, property or, subject to
restriction by the Articles of Incorporation and the IBCA, in shares of its
stock.

     Section 9.2 Dividend Reserve. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation; and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 10.1 Scope of Indemnification. The corporation shall indemnify the
directors and officers of the corporation to the full extent permitted by the
IBCA, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than the IBCA permitted the
corporation to provide prior to such amendment).

     Section 10.2 Permissible Indemnification of Directors.

     (1) Except as otherwise provided in this Section, a corporation shall
indemnify an individual who is a party to a proceeding because he is a director
against liability incurred in the proceeding if:

          (a)   (i) He conducted himself in good faith; and


INTORCORP BYLAWS (2/24/98)             21

<PAGE>


               (ii) He reasonably believed:

                    (A) In case of conduct in his official capacity, that his
                    conduct was in the best interests of the corporation; and

                    (B) In all cases, that his conduct was at least not opposed
                    to the best interest of the corporation; and

              (iii) In the case of any criminal proceeding, he had no
                    reasonable cause to believe his conduct was unlawful; or

          (b) He engaged in conduct for which broader indemnification has been
     made permissible or obligatory under a provision of the Articles of
     Incorporation, as authorized by Idaho Code ss.30-1-202(2)(e).

     (2) A director's conduct with respect to an employee plan for a purpose he
reasonably believed to be in the best interests of the participants in, and the
beneficiaries of, the plan is conduct that satisfies the requirement of
subsection (1)(a)(ii)(B) of this Section.

     (3) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea or nolo contendere or its equivalent, is not, of
itself, determinative that the director did not meet the relevant standard of
conduct described in this Section.

     (4) Unless ordered by a court under Idaho Code ss. 30-1-854(1)(c), a
corporation may not indemnify a director:

          (a) In connection with a proceeding by or in the right of the
     corporation, except for reasonable expenses incurred in connection with the
     proceedings if it is determined that the director has met the relevant
     standard of conduct under subsection (1) of this Section; or

          (b) In connection with any proceeding with respect to conduct for
     which he was adjudged liable on the basis that he received a financial
     benefit to which he was not entitled, whether or not involving action in
     his official capacity.

     Section 10.3 Mandatory Indemnification of Directors. The corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he was a director
of the corporation against reasonable expenses incurred by him in connection
with the proceeding.

     Section 10.4 Advance for Expenses.

     (1) The corporation shall, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a


                                       22

<PAGE>



proceeding before he is a director if he delivers to the corporation:

          (a) A written affirmative of his good faith belief that he has met
     with relevant standard of conduct described in Section 10.2, or that the
     proceeding involves conduct for which liability has been eliminated under a
     provision of the Articles of Incorporation as authorized by Idaho Code ss.
     30-1-202(2) (d); and

          (b) His written undertaking to repay any funds advanced if he is not
     entitled to mandatory indemnification under Section 10.3, and it is
     ultimately determined under Idaho Code ss. 30-1-854 or Section 10.5 of
     these Bylaws that he has not met the relevant standard of conduct described
     in Section 10.2.

     (2) The undertaking required by subsection (1)(b) of this Section must be
an unlimited general obligation of the director but need not be secured and may
be accepted without reference to the financial ability of the director to make
repayment.

     Section 10.5 Determination of Indemnification.

     (1) The corporation may not indemnify a director under Section 10.2, unless
a determination has been made that indemnification of the director is
permissible because he has met the relevant standard of conduct set forth in
Section 10.2

     (2) The determination shall be made:

          (a) If there are two (2) or more disinterested directors, the Board of
     Directors by a majority vote of all the disinterested directors (a majority
     of whom shall for such purpose constitute a quorum), or by a majority of
     the members of a committee of two (2) or more disinterested directors
     appointed by such vote;

          (b) By special legal counsel:

               (i) Selected in the manner prescribed in subdivision (a) of this
               subsection; or

               (ii) If there are fewer than two (2) disinterested directors,
               selected by the Board of Directors (in which selection directors
               who do not qualify as disinterested directors may participate);
               or

          (c) By the shareholders, but shares owned by or voted under the
     control of a director who at the time does not qualify as a disinterested
     director may not be voted on the determination.


                                       23

<PAGE>



     Section 10.6 Permissible Indemnification of Officers.

     (1) The corporation may indemnify and advance expenses under this part to
an officer of the corporation who is a party to a proceeding because he is an
officer of the corporation.

          (a) to the same extent as a director; and

          (b) If he is an officer but not a director, to such further extent as
     may be provided by the Articles of Incorporation, a resolution of the Board
     of Directors, or contract except for:

          (i) Liability in connection with a proceeding by or in the right of
          the corporation other than for reasonable expenses incurred in
          connection with the proceeding, or

          (ii) Liability arising out of conduct that constitutes

               (A) Receipt by him of a financial benefit to which he is not
               entitled,

               (B) An intentional infliction of harm on the corporation or the
               shareholders, or

               (C) An intentional violation of criminal law.

     (2) The provisions of subsection (1)(b) of this Section shall apply to an
officer who is also a director if the basis on which he is made a party to the
proceeding is an act or omission solely as an officer.

     (3) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Section 10.3 and may apply to a court under
Idaho Code ss. 30-1-854 for indemnification or an advance for expenses, in each
case to the same extent to which a director may be entitled to indemnification
or advance for expenses under those provisions.

     Section 10.7 Insurance. The corporation may purchase and maintain insurance
on behalf of an individual who is a director or officer of the corporation, or
who, while a director or officer of the corporation, serves at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another
domestic or foreign corporation, partnership, joint venture, trust, employee
benefit plan, or other entity, against liability asserted against or incurred by
him in that capacity or arising from his status as a director or officer,
whether or not the corporation would have power to indemnify or advance expenses
to him against such liability.


                                       24

<PAGE>


     Section 10.8 Definitions. In Sections 10.1 through 10.8 of these Bylaws:

     (1) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger.

     (2) "Director" or "officer" means an individual who is or was a director or
officer, respectively, of the corporation or who, while a director or officer of
the corporation, is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity. A director or officer is considered to be serving an employee benefit
plan at the corporation's request if his duties to the corporation also impose
duties on, or otherwise involve services by, him to the plan or to participants
in or beneficiaries of the plan. "Director" or "officer" includes, unless the
context requires otherwise, the estate or personal representative of a director
or officer.

     (3) "Disinterested director" means a director who, at the time of a vote or
selection referenced in Section 10.5(2) is not:

          (a) A party to the proceeding, or

          (b) An individual having a familiar, financial, professional or
     employment relationship with the director whose indemnification or advance
     for expenses is the subject of the decision being made, which relationship
     would, in the circumstances, reasonably be expected to exert an influence
     on the director's judgment when voting on the decision being made.

     (4) "Expenses" include counsel fees.

     (5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to employee benefit
plan, or reasonable expenses incurred with respect to a proceeding.

     (6) "Official capacity" means:

          (a) When used with respect to a director, the office of director in
     the corporation; and

          (b) When used with respect to an officer, as contemplated in Section
     10.6, the office in the corporation held by the officer.

"Official capacity" does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan, or
other entity.

     (7) "Party" means an individual who was, is, or is threatened to be made a
defendant


                                       25

<PAGE>


or respondent in a proceeding.

     (8) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

     Section 10.9 Amendments. Any repeal or modification of this Article X shall
only be prospective and shall not affect the rights under this Article X in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any director or officer.

     Section 10.10 Saving Clause. If this Article X of these Bylaws or any
portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
and may nevertheless indemnify each officer to the full extent permitted by any
applicable portion of this Article X that shall not have been invalidated, or by
any other applicable law.

                                   ARTICLE XI

                                     NOTICES

     Section 11.1 Methods of Notice.

     (1) Any notice under the IBCA or these Bylaws must be in writing unless
oral notice is reasonable under circumstances. Notice by electronic transmission
is written notice.

     (2) Notice may be communicated in person; by mail or other method of
delivery; or by telephone, voice mail or other electronic means. If these forms
of personal notice are impracticable, notice may be communicated by newspaper of
general circulation in the area where published, or by radio, television or
other form of public broadcast communication.

     (3) It shall not be necessary that the same method of giving notice be
employed in respect of all directors or shareholders: One permissible method may
be employed in respect of any one or more directors or shareholders; and any
other permissible method or methods may be employed in respect of any other or
others.

     Section 11.2 Notice to Corporation. Written notice to the corporation may
be addressed to its registered agent at its registered office or to the
corporation or its secretary at its principal office shown in its most recent
annual report.

     Section 11.3 Effective Date of Notice.

     (1) Written notice by the corporation to its shareholder, if in a
comprehensible form,


                                       26

<PAGE>


is effective:

          (a) Upon deposit in the United States mail, if mailed postpaid and
     correctly addressed to the shareholder's address shown in the corporation's
     current record of shareholders, or

          (b) When electronically transmitted to the shareholder in a manner
     authorized by the shareholder.

     (2) Except as provided in Section 11.3(1) of this Section, written notice,
if in a comprehensible form,, is effective at the earliest of the following:

          (a) When received;

          (b) Five (5) days after its deposit in the United States mail, if
     mailed postpaid and correctly addressed;

          (c) On the date shown on the return receipt, if sent by registered or
     certified mail, return receipt requested, and the receipt is signed by or
     on behalf of the addressee.

     (3) Oral notice is effective when communicated if communicated in a
comprehensible manner.

     Section 11.4 Address Unknown. If no address of a shareholder or director be
known, notice may be sent to the office of the corporation required to be
maintained pursuant to Section 11.2 hereof.

     Section 11.5 Affidavit of Mailing. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the shareholder or shareholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained.

     Section 11.6 Failure to Receive Notice. The period or limitation of time
within which any shareholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him, in the manner above provided, shall not be affected or extended in any
manner by the failure of such shareholder or such director to receive such
notice.

     Section 11.7 Notice to Person with Whom Communication is Unlawful. Whenever
notice is required to be given under any provision of law or of the Articles of
Incorporation or Bylaws of the corporation, to any person with whom
communication is


                                       27

<PAGE>


unlawful, the giving of such notice to such person shall not be required and
there shall be no duty to apply to any governmental authority or agency for a
license or permit to give such notice to such person. Any action or meeting
which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the Idaho
Business Corporation Act, the certificate shall state, if such is the fact and
if notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communications is unlawful.

                                   ARTICLE XII

                                  SALE OF STOCK

     Section 12.1 Right of First Refusal. No sale of stock shall be made by any
shareholder or the heirs, executors, administrators or assigns of any
shareholder to any person(s) or entity ("prospective purchaser"), except in
pursuance of the following terms and conditions:

     (1) In the event any shareholder desires to sell his stock, or any portion
thereof, to any prospective purchaser, he shall first submit to the corporation,
reasonable written evidence of the agreement to purchase said stock by such
third person and the price and complete terms agreed to be paid therefor.

     (2) The corporation shall have 10 days to elect to purchase such stock at
the same price and upon the same terms which the selling shareholder is to
receive from said purchasing party. If the corporation elects not to purchase
such stock, it will forthwith give notice to the shareholders of the corporation
of the potential sale including the price and complete terms agreed to be paid
therefor.

     (3) In the event the remaining shareholders agree to purchase such stock at
the same price and upon the same terms which the shareholder is to receive from
said third party, then the stock shall be sold to the shareholders of the
corporation in such proportionate amounts as their respective stock bears to the
entire stock held by the shareholders of the corporation, exclusive of the
shares owned by the selling shareholder, or in such proportion as such
shareholders may agree.

     (4) In the event that any of the remaining shareholders do not desire to
purchase such stock, then such stock shall be sold at the price aforesaid to
such of the shareholders who may desire to purchase the same, and in the same
proportion as above specified.

     (5) No stock shall be sold to any person other than the shareholders of the
corporation until each of the shareholders shall have been afforded an
opportunity to purchase such stock at the price and terms as aforesaid, and
shall have declined to do so.


                                       28

<PAGE>


     (6) Notice in writing to the shareholders of the corporation of the desire
of any shareholder to sell his stock shall be given by such shareholder; and, at
the same time, reasonable evidence shall be furnished to the shareholders as to
the price and terms as hereinbefore set forth. Shareholders shall have thirty
(30) days' time after the receipt by the corporation of said notice within which
to elect in writing to purchase such stock or to decline to do so. If at the end
of such 30-day period all remaining shareholders have declined in writing, or
have not taken any action then the shareholder desiring to sell his stock shall
sell such stock to the prospective purchaser named in the agreement to purchase
such stock, and to that prospective purchaser only; and such stock shall be sold
in precise accordance with the price and terms set forth in such agreement to
purchase. Satisfactory evidence of compliance with the terms of the foregoing
restriction upon the transfer of stock of this corporation shall be submitted to
the Board of Directors, and accepted by them, before any such transfer shall be
effective.

     Section 12.2 Subchapter "S" Corporation. If an election to be treated as an
"S" Corporation under the Internal Revenue Code of 1986 or any amendment thereof
("Code") shall then be in effect, no shares of the corporation's stock may be
sold to any person or entity which, at such time, would not be a qualified
shareholder of an "S" Corporation under such Code.

     Section 12.3 Stock Transfer Restrictions. Each certificate of stock of the
corporation shall have the following legends conspicuously typewritten or
printed upon its face:

          "The stock represented by this certificate is subject to
     restriction on transferability under Article XII of the Bylaws of
     the Corporation."

          "The securities represented hereby have not ben registered
     under the Securities Act of 1933 or any State Securities Act. Any
     transfer of such securities will be invalid unless a registration
     statement under said Act(s) is in effect as to such transfer or
     in the opinion of counsel for the company such registration is
     unnecessary in order for such transfer to comply with said
     Act(s)".

                                  ARTICLE XIII

                               RECORDS AND REPORTS

     Section 13.1 Corporate Records.

     (1) The corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all action taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the corporation.

     (2) The corporation shall maintain appropriate accounting records.


                                       29

<PAGE>


     (3) The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.

     (4) The corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.

     (5) The corporation shall keep a copy of the following records as its
principal office:

          (a) Its Articles or Restated Articles of Incorporation and all
     amendments to then currently in effect;

          (b) Its Bylaws or Restated Bylaws and all amendments to them currently
     in effect;

          (c) Resolutions adopted by its Board of Directors creating one or more
     classes or series of shares, and fixing their relative rights, preferences,
     and limitations, if shares issued pursuant to those resolutions are
     outstanding;

          (d) The minutes of all shareholders' meetings, and records of all
     action taken by shareholders without a meeting, for the past three (3)
     years;

          (e) All written communications to shareholders generally within the
     past three (3) years, including the financial statements furnished for the
     past three (3) years under Section 13.4;

          (f) A list of the names and business addresses of its current
     directors and officers.

     Section 13.2 Inspection of Records by Shareholders. In addition to the
rights of a shareholder under Section 3.11 of these Bylaws:

     (1) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, any of the
records of the corporation described in Section 13.1(5), if he gives the
corporation written notice of his demand at least five (5) business days before
the date on which he wishes to inspect and copy.

     (2) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (3) of this Section and gives the
corporation written notice of his demand at least five (5) days before the date
on which he wishes to inspect and copy:


                                       30

<PAGE>


          (a) Excerpts from minutes of any meeting of the Board of Directors,
     records of any action of a committee of the Board of Directors while acting
     in place of the Board of Directors on behalf of the corporation, minutes of
     any meeting of the shareholder, and records of action taken by the
     shareholders or Board of Directors without a meeting, to the extent not
     subject to inspection under Section 13.1;

          (b) Accounting records of the corporation; and

          (c) The record of shareholders.

     (3) A shareholder may inspect and copy the records described in subsection
(2) of this Section only if:

          (a) He has been a holder of record of shares or of voting trust
     certificates for at least six (6) months immediately preceding his demand
     or shall be the holder of record of, or the holder of record of voting
     trust certificates form, at least five percent (5%) of all the outstanding
     shares of the corporation;

          (b) His demand is made in good faith and for a proper purpose;

          (c) He describes with reasonable particularity his purpose and the
     records he desires to inspect; and

          (d) The records are directly connected with his purpose.

     (4) For purposes of this Section, "Shareholder" includes a beneficial owner
whose shares are held in a voting trust or by a nominee on his behalf.

     Section 13.3 Scope of Inspection Right.

     (1) A shareholder's agent or attorney has the same inspection and copying
rights as the shareholder he represents.

     (2) The right to copy records under Section 13.2 includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.

     (3) The corporation may impose a reasonable charge, covering the costs of
labor and material, for copies of any documents provided to the shareholder. The
charge may not exceed the estimated cost of production or reproduction of the
records.

     (4) The corporation may comply with a shareholder's demand to inspect the
record of shareholders under Section 13.2(2)(c) by providing him with a list of
shareholders that was compiled no earlier than the date of the shareholder's
demand.


                                       31

<PAGE>


     Section 13.4 Financial Statements for Shareholders.

     (1) Upon written shareholder request The corporation shall furnish its
shareholders annual financial statements or, if annual financial statements are
not available, other appropriate accounting records, which may be consolidated
or combined statements of the corporation and one or more of its subsidiaries,
as appropriate, that include a balance sheet as of the end of the fiscal year,
an income statement for that year, and a statement of changes in shareholders'
equity for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the corporation on the
basis of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis.

     (2) If any financial statements furnished pursuant to subsection (1) of
this Section are reported upon by a public accountant, his report must accompany
them. If not, the statements must be accompanied by a statement of the president
or the person responsible for the corporations accounting records:

          (a) Stating his reasonable belief whether the statement were prepared
     on the basis of generally accepted accounting principles and, if not,
     describing the basis of preparation; and

          (b) Describing any respects in which the statements were not prepared
     on a basis of accounting consistent with the statements prepared for the
     preceding year.

     Section 13.5 Other Reports to Shareholders.

     (1) If the corporation indemnifies or advances expenses to a director under
the IBCA or Article X of these Bylaws, in connection with a proceeding by or in
the right of the corporation, the corporation shall report the indemnification
or advance in writing to the shareholders with or before the notice of the next
shareholders' meeting.

     (2) If the corporation issues or authorizes the issuance of shares for
promissory notes, the corporation shall report in writing to the shareholders
the number of shares authorized or issued, and the consideration received by the
corporation, with or before the notice of the next shareholders' meeting.

     Section 13.6 Annual Report for Secretary of State.

     (1) The corporation shall deliver to the Secretary of State for filing an
annual report that sets forth:

          (a) The name of the corporation and the state or country under whose
     law it is incorporated;


                                       32

<PAGE>


          (b) The address of its registered office and the name of its
     registered agent at that office in this state;

          (c) The address to which correspondence to the corporation's officers
     may be mailed; and

          (d) The names and business addresses of its directors and its
     president and secretary.

     (2) Information in the annual report must be current as of the date the
annual report is executed on behalf of the corporation.

     (3) The first annual report must be delivered to the Idaho Secretary of
State between July 1 and November 30 of the state fiscal year, July 1 - July 20,
following the state fiscal year in which the corporation was incorporated.
Subsequent annual reports must be delivered to the Secretary of State between
July 1 and November 30 of succeeding state fiscal years.

                                   ARTICLE XIV

                               GENERAL PROVISIONS

     Section 14.1 Amendment by Board of Directors or Shareholders.

     (1) The Board of Directors may amend or repeal these Bylaws unless:

          (a) The Articles of Incorporation or the IBCA reserve this power
     exclusively to the shareholders in whole or part, or

          (b) The shareholders may amend or repeal these Bylaws even though the
     Bylaws may also be amended or repealed by the Board of Directors.

     (2) The shareholders may amend or repeal these Bylaws even though the
Bylaws may also be amended or repealed by the Board of Directors.

     Section 14.2 Interpretation; Severability. These Bylaws may contain any
provision for managing the business and regulating the affairs of the
corporation that is not inconsistent with law or the Articles of Incorporation.
In the event any provision of these Bylaws is inconsistent with law or the
Articles of Incorporation, such law or Articles of Incorporation shall govern.
If any one or more of the provisions contained in these Bylaws, or any
application thereof, shall be invalid, illegal or unenforceable in any respect,
the validity, legality or enforceability of the remaining provisions contained
herein and any other application thereof shall not in any way be affected or
impaired thereby.


                                       33

<PAGE>


     Section 14.3 Fiscal year. The fiscal year of the corporation shall begin on
the 1st day of January and end on the 31st day of December in each year.

     The foregoing Bylaws of IntorCorp, Inc., an Idaho corporation, were adopted
by the Board of Directors of the corporation effective on the _____day of
______, 1998.


                                        ----------------------
                                        Secretary












                                       34


<PAGE>




                           PREINCORPORATION AGREEMENT

                                INTORCORP, INC.


                                  EXHIBIT "C"


                                "BUSINESS PLAN"



<PAGE>


Development Summary:

     Present Status:     A 5 HP Feasibility Prototype has been developed and
     tested.  The AC option on the front end was not included.

Major Development Objectives:

Development Support Functions and Services:

     Objective:
     Site preparation for a high voltage high power working and testing
     environment.
     Intellectual property filings and procurement.
     General workplace setup

     Timing
     Dependent on motor or motors chosen.

     Cost
     $0.5m to $1.0m

Rigorous Lab Prototype Phase Development:

     Objectives:

          1.   Scale the design to 5 to 10 HP

          2.   Include AC front end option

          3.   Extensive stress testing and reliability development

          4.   Meet all design objectives including development

          5.   Time Required: 7.5 months

     Deliverables - Units

          1.   Five test units

          2.   Five demo units

     Cost of Phase:

          1.   $2.5 million development cost


Production Prototype Phase Development:

     Objectives:

          1.   Include design improvements from reliability development efforts
               in lab prototype phase

          2.   Finalize intellectual property filings

          3.   Get Regulatory Agency approvals

          4.   First unit application testing

          5.   Time Required:  5 months

     Deliverables - Units

          1.   Five test units -- internal destructive testing

          2.   Ten demo units -- including units for regulatory approval.



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                IntorCorp -- Company Confidential -- Do Not Copy
<PAGE>


          3.   Five field application test units -- limited testing.

     Cost of Phase:

          1.   $1.2 million development cost +

          2.   $0.2 million share of support cost

          3.   Total -- $1.4 million


Field Test:

     Objectives:

          1.   Include design improvements from reliability development efforts
               in lab prototype

          2.   Beta test site application testing

          3.   Time required: 5 months

     Deliverables - Units:

          1.   Five test units -- internal destructive testing

          2.   Twenty demo units -- Sales units.

          3.   10 Beta field application test units -- limited testing.

     Cost of Phase:

          1.   $1.1 million development cost

          2.   $0.2 million share of support cost

          3.   Total = $1.3 million


Production Startup:

     During the field testing period the manufacturing facilities, line and
     tooling can be set up such that when field testing is completed the
     manufacturing ramp can begin. The cost of setting up manufacturing is
     variable depending upon the approach chosen, the line capacity and the
     degree of development of the tooling involved. The estimates we have given
     assume a very modest approach with a setup cost of about $5.0 million in an
     existing facility.

     We are seeking a total investor commitment of $7 million to take the
     project through the development phases and field test. This allows a $1
     million contingency beyond the above plan to cover unforeseen expenses and
     potential delays.



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                IntorCorp -- Company Confidential -- Do Not Copy


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