BYLAWS
                                       OF
                               FSC HOLDINGS, INC.

                               ARTICLE 1. OFFICES

               1.1 Business  Office.  The  principal  office of the  corporation
shall be located at any place  either  within or outside  the State of Nevada as
designated  in the  corporation's  most recent  document on file with the Nevada
Secretary of State,  Division of  Corporations.  The  corporation  may have such
other  offices,  either  within or  without  the State of Nevada as the board of
directors may designate or as the business of the  corporation  may require from
time to time.
               1.2 Registered  Office.  The registered office of the corporation
shall be  located  within  the  State  of  Nevada  and may be,  but need not be,
identical with the principal office. The address of the registered office may be
changed from time to time.

                             ARTICLE 2. SHAREHOLDERS

2.1  Annual  Shareholder  Meeting.  The  annual  meeting  of  the
shareholders  shall be held on the 8th day of May in each year,  beginning  with
the year 1997 at the hour of 2:00 p.m.,  or at such other time on such other day
within such month as shall be fixed by the board of  directors,  for the purpose
of electing directors and for the transaction of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday  in the  State  of  Nevada,  such  meeting  shall  be held  on the  next
succeeding business day.

2.2  Special  Shareholder   Meeting.   Special  meetings  of  the
shareholders,  for any purpose or purposes  described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the  president at the request of the holders of not less than  one-fourth of all
outstanding  votes of the  corporation  entitled  to be cast on any issue at the
meeting.
               2.3 Place of  Shareholder  Meeting.  The board of  directors  may
designate any place,  either within or without the State of Nevada, as the place
of meeting for any annual or any special meeting of the shareholders,  unless by
written consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place, either
within or  without  the State of  Nevada,  as the place for the  holding of such
meeting.  If no designation is made by either the directors or unanimous  action
of the voting  shareholders,  the place of meeting  shall be at 215 South  State
Street #1100, Salt Lake City, Utah 84111.

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               2.4 Notice of Shareholder Meeting.   Written  notice  stating the
date,  time,  and  place of  any annual or special  shareholder meeting shall be
delivered  not less  than  10 nor  more  than  60 days  before  the  date of the
meeting,  either  personally  or  by  mail,  by  or  at  the  direction  of  the
President,  the  board of  directors,  or other persons  calling the meeting, to
each shareholder of record entitled to vote at such meeting and to any other
shareholder  entitled  by the  Nevada Revised Statutes  (the "Statutes")  or the
articles of  incorporation  to receive  notice of the meeting.   Notice shall be
deemed to be effective  at  the  earlier of:  (1)  when  deposited in the United
States mail,  addressed  to  the  shareholder  at  his  address as it appears on
the  stock transfer  books of  the  corporation,  with  postage thereon prepaid;
(2) 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)  when received;  or  (4)  3 days after deposit in
the  United  States  mail, if  mailed  postpaid  and  correctly  addressed to an
address  other  than  that  shown  in  the  corporation's   current  record   of
shareholders.

               If any shareholder meeting is adjourned to a different date, time
or place,  notice need not be given of the new date,  time and place, if the new
date, time and place is announced at the meeting before adjournment.  But if the
adjournment is for more than 30 days or if a new record  date for the  adjourned
meeting  is or  must  be  fixed,  then  notice  must be  given  pursuant  to the
requirements of the previous paragraph, to those persons who are shareholders as
of the new record date.

2.5  Waiver  of  Notice.  A  shareholder  may waive  any  notice
required by the Statutes,  the articles of incorporation,  or these bylaws, by a
writing signed by the shareholder  entitled to the notice, which is delivered to
the corporation  (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

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

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

               2.6  Fixing  of  Record  Date.  For the  purpose  of  determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of   shareholders,   or   shareholders   entitled  to  receive  payment  of  any
distribution,  or in order to make a determination of shareholders for any other
proper  purpose,  the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the date on which
the particular action,  requiring such  determination of shareholders,  is to be
taken. If no record date is


                                       -2-
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so fixed by the board for the determination of shareholders  entitled to  notice
of, or to vote at a meeting  of  shareholders, the record date for determination
of  such  shareholders  shall be  at the close of  business on the day the first
notice is delivered to shareholders. If no record  date is  fixed  by the  board
for the determination of shareholders entitled  to receive a  distribution,  the
record  date shall  be the  date the  board authorizes  the  distribution.  With
respect to actions taken in writing without a meeting,  the record date shall be
the date the first shareholder signs the consent.

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

               2.7  Shareholder  List.    After  fixing  a  record  date  for  a
shareholder  meeting, the corporation  shall  prepare a list of the names of its
shareholders entitled to be given notice of the  meeting. The  shareholder  list
must be available for inspection by any  shareholder,  beginning  on the earlier
of 10 days before the meeting for which the list was prepared or 2 business days
after  notice  of  the  meeting  is  given for  which the list was prepared  and
continuing through the meeting,  and any adjournment  thereof. The list shall be
available at the corporation's principal office or at a place  identified in the
meeting  notice in the city where the meeting is to be held.

               2.8  Shareholder Quorum and Voting Requirements.

                    2.8.1  Quorum.  Except as otherwise required by the Statutes
or the articles  of incorporation,  a majority of the  outstanding shares of the
corporation,  represented  by person or  by proxy,  shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a  matter, other
than  the election  of directors,  is approved  if the  votes cast  favoring the
action  exceed  the  votes  cast  opposing  the  action,  unless the articles of
incorporation or the : Statutes require a greater number of affirmative votes.

                    2.8.2  Voting of Shares.  Unless  otherwise  provided in the
articles of incorporation or these bylaws, each outstanding share, regardless of
class,  is entitled  to one  vote  upon  each  matter  submitted  to a vote at a
meeting of shareholders.

               2.9 Quorum and Voting  requirements  of  Voting  Groups.   If the
articles of, incorporation or the Statutes provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting
group.

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

                                      -3-
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               Shares  entitled  to  vote  as  a  separate voting group may take
action  on a  matter at  a meeting only if a quorum of those shares exists  with
respect to that matter.  Unless the  articles  of incorporation  or the Statutes
provide otherwise, a majority of the votes entitled to be cast on the matter  by
the  voting  group  constitutes a quorum of that voting group for action on that
matter.

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

                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  Statutes  require  a  greater  number   of
affirmative votes.

                2.10  Greater  Quorum  or  Voting Requirements.  The articles of
incorporation  may  provide  for  a  greater  quorum  or  voting requirement for
shareholders, or voting groups of shareholders,  than is  provided  for by these
bylaws.  An  amendment  to the articles of incorporation that adds,  changes, or
deletes a greater  quorum or  voting  requirement  for  shareholders  must  meet
the  same  quorum requirement  and  be  adopted  by the  same  vote  and  voting
groups required to take action under the quorum  and voting requirement then  in
effect or proposed to be adopted, whichever is greater.

               2.11  Proxies.  At all  meetings  of  shareholders, a shareholder
may vote in  person or by proxy which is executed in writing by the  shareholder
or which is executed by his duly authorized attorney-in-fact.  Such proxy  shall
be filed with the Secretary of the corporation  or other  person  authorized  to
tabulate  votes before or at the time of  the meeting.   No proxy shall be Valid
after 11 months from the date of  its execution unless otherwise provided in the
proxy.  All  proxies  are  revocable  unless they meet specific  requirements of
irrevocability  set forth in  the Statutes.   The death or incapacity of a voter
does  not  invalidate a  proxy unless  the  corporation  is  put  on  notice.  A
transferee  for value who receives  shares  subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.

               2.12  Corporation's Acceptance of Votes.

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

                     2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation  does not correspond to the name of
a shareholder,  the  corporation,  if  acting  in  good  faith,  is nevertheless
entitled to accept the vote, consent, waiver,

                                       -4-

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proxy appointment, or proxy appointment revocation and give it effect as the act
of the shareholder if:

                            (a)  the  shareholder  is an  entity  as  defined in
                the  Statutes  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, proxy
                appointment or proxy appointment revocation;

                             (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,  proxy  appointment,   or  proxy   appointment
                revocation; or

                              (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, proxy appointment or  proxy   appointment
                revocation; or

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

                       2.12.3 If  shares are  registered in  the names of two or
more persons, whether fiduciaries, members of a partnership, co-tenants, husband
and wife as community property, voting trustees,  persons entitled to vote under
a  shareholder  voting  agreement  or  otherwise,  or  if  two  or more  persons
(including  proxy holders)  have the same fiduciary relationship  respecting the
same  shares,  unless the secretary of the corporation or other officer or agent
entitled  to  tabulate  votes  is  given  written  notice to the contrary and is
furnished  with a  copy of the instrument or  order  appointing them or creating
the  relationship  wherein it is so provided,  their acts with respect to voting
shall have the following effect:

(a) if only one votes, such act binds all;

                              (b) if  more  than  one  votes,  the  act  of  the
               majority so voting bind all;

                                       -5-

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                              (c) if more than one votes, but the vote is evenly
               split  on any  particular  matter,  each  fraction  may  vote the
               securities in question proportionately.

               If the  instrument  so filed or the  registration  of the  shares
shows that any  tenancy is held in unequal  interests,  a majority or even split
for the purpose of this Section shall be a majority or even split in interest.

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

                      2.12.5  The  corporation  and its  officer  or  agent  who
accepts or rejects a vote, consent, waiver, proxy
appointment or proxy appointment revocation in good faith and in accordance with
the standards of this Section are not liable in damages to the  shareholder  for
the consequences of the acceptance or rejection.

                      2.12.6   Corporate  action  based  on  the  acceptance  or
rejection of a vote, consent, waiver, proxy
appointment or proxy appointment revocation under this Section is valid unless a
court of competent jurisdiction determines otherwise.

2.13 Action by Shareholders Without a Meeting.

                      2.13.1  Written Consent.  Any action required or permitted
to be taken at a meeting of the shareholders may be taken  without a meeting and
without  prior notice  if one  or more  consents in  writing,  setting forth the
action so taken, shall be signed by the holders of Outstanding shares having not
less than the minimum number of votes that would be necessary  to authorized or
take such action at a  meeting  at which all shareholders  entitled to vote with
respect to the subject matter thereof were present and voted. Action taken under
this Section has the same  effect as action  taken at a duly called and convened
meeting of shareholders and may be described as such in any document.

                      2.13.2  Post-Consent Notice.  Unless the  written consents
of all  shareholders  entitled  to  vote  have  been  obtained,  notice  of  any
shareholder  approval  without a meeting shall be given at least ten days before
the  consummation  of  the  action  authorized  by  such  approval  to (i) those
shareholders  entitled  to vote who did not consent  in writing,  and (ii) those
shareholders not entitled to vote. Any such notice must be  accompanied  by  the
same  material  that is  required  under the  Statutes to be sent in a notice of
meeting  at  which  the  proposed  action  would  have  been  submitted  to  the
shareholders for action.

                      2.13.3  Effective  Date and  Revocation of  Consents.   No
action  taken  pursuant to  this Section  shall be effective  unless all written
consents necessary to support the

                                       -6-

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action  are  received  by  the  corporation  within  a sixty-day  period and not
revoked.  Such  action  is effective as of the date the last written  consent is
received  necessary  to effect  the  action, unless all of the written  consents
specify  an  earlier  or  later date as  the effective date of the  action.  Any
shareholder  giving a  written  consent pursuant  to this Section may revoke the
consent by a signed writing  describing  the action and stating that the consent
is revoked,  provided that  such writing is received by the corporation prior to
the effective date of the action.

                      2.13.4  Unanimous  Consent  for  Election   of  Directors.
Notwithstanding subsection (a), directors may not be elected by written  consent
unless such consent is unanimous by all shares entitled to vote for the election
of directors.

               2.14  Voting for Directors.  Unless  otherwise  provided  in  the
articles of incorporation, every shareholder entitled to vote  for the  election
of  directors  has the fight to cast,  in person or by proxy,  all of the  votes
to which the shareholder's shares are  entitled for as many persons as there are
directors to be elected and for whom election such  shareholder has the fight to
vote.  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.

                          ARTICLE 3. BOARD OF DIRECTORS

               3.1   General Powers.  Unless the articles of incorporation  have
dispensed with or  limited the authority of the board of directors by describing
who  will  perform  some  or  all of  the duties  of a board of  directors,  all
corporate  powers shall be exercised by or under the authority, and the business
and  affairs  of the  corporation  shall  be managed under the direction, of the
board of directors.

               3.2   Number,  Tenure  and  Qualification  of   Direction.    The
authorized number of directors shall be two (2); provided, however,  that if the
corporation has less than two shareholders entitled to vote for the election  of
directors, the board of directors may consist or a number of individuals   equal
to or greater than the number of  those  shareholders.  The  current  number  of
directors  shall  be  within  the  limit  specified  above, as determined (or as
amended form time to time) by a  resolution  adopted by either the  shareholders
or the directors.  Each director shall hold office until the next annual meeting
of shareholders or until the director's  earlier death, resignation, or removal.
However, if his term expires, he shall continue  to serve  until  his  successor
shall  have been  elected  and  qualified,  or until there  is a decrease in the
number of directors.   Directors  do not  need  to be  residents  of  Nevada  or
shareholders of the corporation

               3.3   Regular  Meetings  of  the  Board of  Directors.  A regular
meeting of the board of directors shall be held  without other  notice than this
bylaw  immediately  after,  and at the same  place  as,  the  annual  meeting of
shareholders,  for the purpose of appointing officers and transacting such other
business as may come before the meeting. The board of directors may provide,  by
resolution, the time and place  for the  holding  of additional regular meetings
without other notice than such resolution.

                                       -7-

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               3.4  Special Meetings of the Board of Directors. Special meetings
of the board of directors may be called by or at the request of the president or
any director.  The person  authorized to  call special meetings  of the board of
directors may  fix any place as the place for holding any special meeting of the
board of directors.

               3.5  Notice of,  and  Waiver  of  Notice  for,  Special  Director
Meeting. Unless the  articles of  incorporation  provide for a longer or shorter
period,  notice of the date,  time, and  place of  any special  director meeting
shall be given at least two days previously thereto either orally or in writing.
Any director may waive  notice of any meeting.   Except as  provided in the next
sentence, the waiver must be in writing and signed by  the director  entitled to
the notice. The attendance of a director  at a meeting shall constitute a waiver
of notice of such meeting, except  where a  director attends  a meeting  for the
express purpose of objecting  to  the  transaction  of any  business  and at the
beginning of the meeting (or promptly  upon his arrival)  objects to holding the
meeting or  transacting  business at the  meeting, and  does not thereafter vote
for or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special  meeting of the board of  directors  need be specified in  the notice or
waiver of notice of such meeting.

3.6    Director Quorum and Voting.

                      3.6.1  Quorum.  A  majority  of  the  number  of directors
prescribed by resolution shall  constitute  a  quorum  for  the  transaction  of
business  at  any  meeting  of  the  board  of  directors unless the articles of
incorporation require a greater percentage.

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

                      A  director who  is  present at a  meeting of the board of
directors or a committee of the  board of  directors  when  corporate  action is
taken is deemed to have assented  to the action taken unless:   (1) the director
objects  at  the  beginning of the meeting  (or promptly  upon his  arrival)  to
holding or transacting  business at the meeting and does not thereafter vote for
or  assent  to  any  action  taken  at  the  meeting;   and   (2)  the  director
contemporaneously  requests  his  dissent  or  abstention  as to  any   specific
action  be  entered in  the minutes of the meeting;   or (3) the director causes
written  notice  of  his  dissent  or abstention  as t o any specific  action be
received by the presiding  officer of the meeting before its  adjournment  or to
the  corporation  immediately  after adjournment of the meeting.  The  right  of
dissent  or abstention  is not available to a director who votes in favor of the
action taken.

               3.7   Director Action Without  a Meeting.  Any action required or
permitted  to be  taken by  the  board  of  directors  at a meeting may be taken
without a meeting if all the directors

                                       -8-

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consent  to such  action  in  writing.  Action  taken by  consent  is  effective
when  the last  director  signs the consent,   unless, prior to such time,   any
director  has  revoked  a  consent  by  a   signed   writing  received   by  the
corporation,  or unless  the  consent  specifies  a  different  effective  date.
A signed consent has the  effect  of a meeting vote and may be described as such
in any document.

               3.8  Resignation of Directors.  A director may resign at any time
by giving a written notice of resignation to the corporation.  Such  resignation
is effective when the notice is received by the  corporation,  unless the notice
specifies  a later effective date.

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

               3.10   Board  of  Director  Vacancies.   Unless  the  articles of
incorporation provide otherwise,  if a vacancy occurs on the board of directors,
including a vacancy  resulting from an increase in the number of directors,  the
shareholders  may  fill the vacancy.   During such  time  that the  shareholders
fail or are  unable  to fill such vacancies then and until the shareholders act:

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

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

If  the vacant  office was held by a director elected by a voting
group of shareholders:

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

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

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

                                      -9-
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               3.11  Director  Compensation.   By  resolution  of  the  board of
directors, each director may be paid his expenses, if any, of attendance at each
meeting  of the board of  directors  and may be paid a stated salary as director
or a fixed sum for attendance at each meeting of the board of directors or both.
No such payment shall  preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

               3.12   Director Committees.

                      3.12.1  Creation  of  Committees.   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 one or more  members,  who  shall  serve  at the  pleasure
of the board of directors.

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

                      3.12.3   Required  Procedures.   Those  Sections  of  this
Article 3 which govern  meetings,  actions without meetings, notice  and  waiver
of notice, quorum and voting requirements  of  the board of directors,  apply to
committees and their members.

                      3.12.4   Authority.   Unless  limited  by the  articles of
incorporation, each committee may exercise those aspects of the authority of the
board  of directors  which the board of directors confers upon such committee in
the resolution  creating the committee. Provided, however, a committee may not:

                      (a) authorize distributions;

                      (b) approve or propose  to  shareholders action  that  the
               Statutes require be approved by shareholders;

                      (c) fill vacancies  on the board of directors or on any of
               its committees;

                      (d)  amend the articles of  incorporation  pursuant to the
               authority of directors to do so;

                      (e)  adopt, amend or repeal 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 an  officer) to do so within  limits  specifically
               prescribed by the board of directors.

                               ARTICLE 4. OFFICERS

               4.1  Number of Officers. The officers of the corporation shall be
a president,  a secretary and a treasurer,  each of whom  shall be appointed  by
the board of  directors.   Such  other  officers  and  assistant officers as may
be deemed necessary, including any vice presidents, may also be appointed by the
board of directors.  If specifically  authorized  by  the board of directors, an
officer may  appoint one  or more  officers  or  assistant  officers.  The  same
individual may simultaneously hold  more  than one  office  in the corporation.

              4.2  Appointment  and  Term  of  Office.   The  officers  of   the
corporation  shall  be  appointed  by  the  board  of  directors  for a term  as
determined  by  the  board  of  directors. If no term is  specified,  they shall
hold  office until the first meeting of the directors held after the next annual
meeting of shareholders.   If the  appointment of officers shall not  be made at
such meeting, such  appointment  shall   be  made  as  soon   thereafter  as  is
convenient. Each officer shall hold  office until  his successor shall have been
duly  appointed  and  shall  have  qualified  until his death, or until he shall
resign or is removed.

               The designation of a specified term does not grant to the officer
any  contract rights,  and the board may remove the officer at any time prior to
the termination of such term.

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

               4.4 Resignation of Officers. Any officer may resign at  any time,
subject to why rights or  obligations  under any  existing contracts between the
officers and the corporation,  by giving notice to the  president  or  board  of
directors.  An  officer's  resignation  shall  take effect at the time specified
therein,  and the acceptance of such  resignation shall not be necessary to make
it effective.

               4.5  President.  Unless  the  board of  directors  has designated
the chairman of the board as chief executive officer, the president shall be the
chief  executive  officer of the  corporation and,  subject  to the  control  of
the board of  directors,  shall in general supervise and

                                      -11-

<PAGE>

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

               4.6  Vice Presidents.  If  appointed,  in  the  absence  of   the
president  or in  the event  of his death, inability or refusal to act, the vice
president  (or in  the event  there be more  than one vice  president, the  vice
presidents in the  order  designate  at the  time  of  their election, or in the
absence  of any  designation,  then in  the order  of their  appointment)  shall
perform  the  duties of the president,  and when so acting,  shall  have all the
powers  of, and be subject  to, all the restrictions upon the president.

               4.7  Secretary. The secretary  shall: (a) keep the minutes of the
proceedings  of the  shareholders,  the board of  directors,  and any committees
of the  board  in one or more  books  provided  for  that purpose;  (b) see that
all notices are duly. given in accordance with he provisions of these  bylaws or
as required  by law;   (c)  be custodian of the  corporate  records;   (d)  when
requested  or required, authenticate any records of the corporation;  (e) keep a
register of the post office address of each shareholder which shall be furnished
to  the secretary  by such  shareholder;  (f) sign with the president, or a vice
president, certificates for shares of the corporation,   the  issuance  of which
shall have been  authorized  by resolution  of the board of directors;  (g) have
general charge of the  stock  transfer  books  of  the  corporation;  and (h) in
general perform all  duties  incident  to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board  of
directors. Assistant secretaries, if any, shall have the same duties and powers,
subject to the supervision of the secretary.

               4.8 Treasurer.  The treasurer  shall: (a) have charge and custody
of  and be  responsible  for all  funds and  securities of  the corporation; (b)
receive and give receipts for monies due and payable to the corporation from any
source  whatsoever,  and deposit all such  moneys in the name of the corporation
in such bank,  trust companies, or other  depositaries  shall be selected by the
board of  directors; and  (c) in general  perform all of the duties  incident to
the office of  treasurer  and  such  other  duties  as from  time to time may be
assigned  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 or her  duties  in such sum and with such surety or sureties as the board
of directors shall determine. Assistant treasurers,  if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

                                      -12-

<PAGE>



               4.9  Salaries.  The salaries of the officers shall be fixed  from
 time to time by the board of directors.

                    ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
                        OFFICERS, AGENTS, AND EMPLOYEES

               5.1  Indemnification of Directors.  Unless otherwise provided  in
the articles of  incorporation,   the corporation shall indemnify any individual
made a party to a proceeding  because the individual is or was a director of the
corporation,  against liability  incurred  in  the proceeding,  but only if such
indemnification is both (i) determined  permissible and (ii) authorized, as such
are defined in subsection  (a) of this Section 5. I.

                      5.1.1 Determination of Authorization The corporation shall
not indemnify a director under this Section unless:

                      (a) a  determination  has  been  made in  accordance  with
               the procedures set forth  in the  Statutes that  the director met
               the standard of conduct set forth in subsection (b) below, and

                      (b) payment has been  authorized  in accordance  with  the
               procedures set forth in the Statutes  based on a conclusion  that
               the expenses  are  reasonable,  the corporation has the financial
               ability to make the payment, and the  financial  resources of the
               corporation should be devoted to this use rather  than some other
               use by the corporation.

                      5.1.2   Standard  of  Conduct.    The   individual   shall
               demonstrate that:

                      (a) he or she conducted himself in good faith; and

                      (b) he or she reasonably believed:

                              (i)  in  the  case  of  conduct  in  his  official
capacity with the  corporation, that his conduct was in its
                      best interests;

                              (ii)  in all  other cases, that his conduct was at
                      least  not,  opposed  to its best interests; and

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

                      5.1.3  Indemnification  in   Derivative  Actions  Limited.
               Indemnification permitted under this Section in connection with a
               proceeding  by or in the  right  of the corporation is limited to
               reasonable  expenses  incurred in connection with the proceeding.

                                      -13-

<PAGE>



                      5.1.4  Limitation  on  Indemnification.   The  corporation
               shall not indemnify a director under this Section of Article 5:

                      (a) in  connection  with a proceeding by or in  the  right
               of the  corporation  in which the director was adjudged liable to
               the corporation; or

                      (b) in  connection  with  any  other  proceeding  charging
               improper  personal  benefit  to  the  director,  whether  or  not
               involving  action in his or her official capacity, in which he or
               she was adjudged liable on the basis that  personal  benefit  was
               improperly received by the director.

               5.2    Advance of Expenses for Directors.  If a determination  is
made following the procedures of the Statutes,  that the  director has  met  the
following requirements, and if an authorization of payment is made following the
procedures  and  standards set forth  in  the  Statutes,  then  unless otherwise
provided  in the articles of  incorporation,   the corporation  shall pay for or
reimburse  the  reasonable expenses  incurred by a director who is a party  to a
proceeding in advance of final disposition of the proceeding, if:

                      (a)  the  director  furnishes the  corporation  a  written
               affirmation of his good faith belief that he has met the standard
               of conduct described in this section;

                      (b)  the  director  furnishes  the  corporation  a written
               undertaking, executed personally or on his behalf, to  repay  the
               advance  if it is ultimately determined that he did not meet  the
               standard of conduct;

                      (c)  a determination is made that the facts  then known to
               those making the determination would not preclude indemnification
               under this Section or the Statutes.

               5.3   Indemnification of Officers.  Agents and Employees  Who Are
Not Directors.  Unless otherwise provided in the articles of incorporation,  the
board of directors may indemnify and advance expenses to any officer,  employee,
or agent of the corporation,  who is not a director of the  corporation,  to the
same  extent as to a director,  or to any greater extent consistent with  public
policy, as determined  by the  general  or  specific  actions  of the  board  of
directors.

               5.4  Insurance.   By  action   of   the   board   of   directors,
notwithstanding any interest of the  directors  in such action,  the corporation
may  purchase  and  maintain  insurance  on  behalf of  a person who is or was a
director,  officer,  employee,  fiduciary or agent of  the corporation,  against
any liability  asserted against or incurred  by such  person in that capacity or
arising from such person's  status  as a director, officer, employee, fiduciary,
or agent, whether or not the corporation  would have the power to indemnify such
person under the applicable provisions of the Statutes.

                                      -14-

<PAGE>



                                ARTICLE 6. STOCK

               6.1  Issuance of Shares. The issuance or sale by the  corporation
of any shares of its authorized  capital stock of any class,  including treasury
shares, shall be made only upon authorization by the board of directors,  unless
otherwise provided by statute. The board of directors may authorize the issuance
of shares for consideration consisting of any tangible or intangible property or
benefit  to  the  corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities  of the  corporation.  Shares shall be issued for such  consideration
expressed  in  dollars  as  shall  be fixed  from  time to time by the  board of
directors.

               6.2   Certificates for Shares.

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

                      6.2.2  Legend as to Class or Series. If the corporation is
authorized  to issue  different classes  of shares or different  series within a
class,   the  designations,   relative  rights,  preferences   and   limitations
applicable  to  each  class  and  the  variations  in  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.

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

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

                                      -15-

<PAGE>



               6.3 Shares Without Certificates.

                      6.3.1  Issuing  Shares  Without Certificates.   Unless the
articles  of  incorporation  provide  otherwise,  the  board  of  directors  may
authorize the issue of some  or all  the  shares  of any or all of  its  classes
or  series  without certificates.  The  authorization  does  not  affect  shares
already   represented  by   certificates until   they  are  surrendered  to  the
corporation.

                      6.3.2  Information Statement Required. Within a reasonable
time after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing,  at  a  minimum,  the
information required by the Statutes.

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

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

               A  restriction  on the  transfer  or  registration of transfer of
shares may be authorized:

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

                      (b)  to  preserve  entitlements,  benefits  or  exemptions
               under federal or local laws; and

                      (c)  for any other reasonable purpose.

               A  restriction  on the  transfer or  registration of  transfer of
shares may:

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

                                      -16-
<PAGE>


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

                      (c)  require  as   a  condition   to  such   transfer   or
               registration, that any one or more persons, including the holders
               of  any  of  its  shares,  approve  the  transfer or registration
               if the requirement is not manifestly unreasonable; or

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

               A  restriction  on  the transfer or  registration  of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if  the  restriction  is  authorized  by this Section and its existence is noted
conspicuously  on  the  front or  back of the certificate or is contained in the
information statement  required  by this  Article 6 with regard to shares issued
without certificates.  Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

               6.6   Corporation's  Acquisition of Shares.   The corporation may
acquire  its  own shares  and the shares  so acquired constitute  authorized but
unissued shares.

               If  the  articles  of  incorporation  prohibit   the  reissue  of
acquired  shares,  the number  of authorized  shares is reduced by the number of
shares acquired,  effective  upon  amendment  of  the articles of incorporation,
which  amendment  may be  adopted by  the shareholders or the board of directors
without  shareholder  action.   The articles  of amendment  must be delivered to
the Secretary of State and must set forth:

                      (a)  the name of the corporation;

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

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

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

                            ARTICLE 7. DISTRIBUTIONS

               7.1   Distributions to Shareholders.   The board of directors may
authorize,  and the corporation may make,  distributions to the shareholders  of
the  corporation  subject to  any restriction  sin the corporation's articles of
incorporation and in the Statutes.

                                      -17-

<PAGE>



               7.2  Unclaimed Distributions. If the corporation has mailed three
successive  distributions to a shareholder at the shareholder's address as shown
on the corporation's  current record of shareholders and the distributions  have
been returned as undeliverable,  no further attempt to deliver  distributions to
the  shareholder  need be made until another address for the shareholder is made
known to the corporation,  at which time all distributions accumulated by reason
of this  Section,  except  as  otherwise  provided  by  law,  be  mailed  to the
shareholder at such other address.

                            ARTICLE 8. MISCELLANEOUS

               8.1  Inspection  of  Records by  Shareholders  and  Directors.  A
shareholder or director of a corporation is entitled to inspect and copy, during
regular business hours at the corporation's principal office, any of the records
of the  corporation  required  to be  maintained  by the  corporation  under the
Statutes,  if such person gives the corporation  written notice of the demand at
least  five  business  days  before  the date on which  such a person  wishes to
inspect and copy. The scope of Such inspection  right shall be as provided under
the Statutes.

8.2 Corporate Seal. The board of directors may provide a corporate
seal which may be circular in form and have  inscribed  thereon any  designation
including the name of the corporation, the state of incorporation, and the words
"Corporate Seal."

               8.3 Amendments. The corporation's board of directors may amend or
repeal the corporation's bylaws at any time unless:

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

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

                      (c)  the  bylaw either establishes,  amends, or deletes, a
               greater shareholder quorum or voting requirement.

               Any amendment which changes the voting or quorum  requirement for
the board must meet the same quorum  requirement and be adopted by the same vote
and  voting  groups  required  to  take  action  under  the  quorum  and  voting
requirements then in effect or proposed to be adopted, whichever are greater.


                                      -18-