EXHIBIT 3.2


                                     BY-LAWS

                                       OF

                             DOWNSTREAM INCORPORATED

                                      "DSI"

                      (now known as Q-Seven Systems, Inc.)

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                                TABLE OF CONTENTS

ARTICLE I.  OFFICES............................................................1

ARTICLE II.  SHAREHOLDERS......................................................1
Annual Meeting.................................................................1
Special Meeting................................................................1
Place of Meeting...............................................................1
Notice of Meeting..............................................................2
Closing of Transfer Books or Fixing of Record Date.............................2
Voting Lists...................................................................2
Quorum.........................................................................2
Proxies........................................................................3
Voting of Shares...............................................................3
Voting of Shares by Certain Holders............................................3
Informal Action by Shareholders................................................3

ARTICLE III.  BOARD OF DIRECTORS...............................................4
Elimination of Directors' Liability............................................4
General Powers.................................................................4
Number, Tenure and Qualifications..............................................4
Regular Meetings...............................................................5
Special Meetings...............................................................5
Meeting by Telephone...........................................................5
Notice.........................................................................5
Quorum.........................................................................5
Manner of Acting...............................................................5
Vacancies......................................................................5
Removals.......................................................................6
Resignation....................................................................6
Compensation...................................................................6
Presumption of Assent..........................................................6
Chairman.......................................................................6

ARTICLE IV.  OFFICERS..........................................................6
Number.........................................................................6
Election and Term of Office....................................................6
Resignations...................................................................7
Removal........................................................................7
Vacancies......................................................................7
The President..................................................................7
The Vice-President.............................................................7
The Secretary..................................................................7
The Treasurer..................................................................8
Assistant Secretaries and Assistant Treasurers.................................8

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Salaries.......................................................................8
Other Officers.................................................................8

ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS..............................8
Contracts......................................................................8
Loans..........................................................................8
Checks Drafts, Etc.............................................................8
Deposits.......................................................................9

ARTICLE VI.  INDEMNIFICATION...................................................9
Indemnification................................................................9
Determination..................................................................9
General Indemnification.......................................................10
Advances......................................................................10
Scope of Indemnification......................................................10
Insurance.....................................................................10

ARTICLE VII.  CERTIFICATES FOR SHARES AND THEIR TRANSFER......................10
Certificates for Shares.......................................................10
Transfer of Shares............................................................11
Consideration for Shares......................................................11
Registered Shareholders.......................................................11

ARTICLE VIII.  FISCAL YEAR....................................................11

ARTICLE IX.  DIVIDENDS........................................................11

ARTICLE X.  CORPORATE SEAL....................................................11

ARTICLE XI.  WAIVER OF NOTICE.................................................12

ARTICLE XII.  AMENDMENTS......................................................12

ARTICLE XIII.  PROCEDURE FOR CONDUCTING MEETING...............................12

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                               ARTICLE I. OFFICES

     The  principal  office of the  corporation  in the  State of Utah  shall be
located in Salt Lake City. The corporation  may have such other offices,  either
within or without the State of Utah,  as the Board of Directors may designate or
as the business of the corporation may require from time to time.

     The  registered  office of the  corporation  required  by the Utah  Revised
Business  Corporation Act to be maintained in the State of Utah may be, but need
not be,  identical  with the  principal  office  in the  State of Utah,  and the
address of the  registered  office may be changed from time to time by the Board
of Directors.

                            ARTICLE II. SHAREHOLDERS

     SECTION 1. ANNUAL  MEETING.  Unless  otherwise  designated  by the Board of
Directors,  the annual  meeting of the  shareholders  shall be held on the first
Friday in the month of May in each year,  beginning  with the year 1997,  at the
hour of 10:00 a.m. for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.  If the day fixed for the
annual meeting shall be a legal holiday in the State of Utah, such meeting shall
be held on the next succeeding  business day. If the election of directors shall
not  be  held  on  the  day  designated  herein  or any  annual  meeting  of the
shareholders,  or at any adjournment thereof, the Board of Directors shall cause
the  election  to be held  at a  special  meeting  of the  shareholders  as soon
thereafter as is convenient.

     SECTION 2. SPECIAL MEETING.  Special meetings of the shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the  President,  the  Chairman  of the  Board of  Directors  or by the  Board of
Directors, and shall be called by the President at the request of the holders of
not less than ten percent  (10%) of all  outstanding  shares of the  corporation
entitled to vote at the meeting.

     SECTION 3. PLACE OF  MEETING.  The Board of  Directors  may  designate  any
place,  either  within or without the State of Utah, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate  any place,  either  within or without the State of Utah, as the place
for the holding of such  meeting.  If no  designation  is made,  or if a special
meeting be otherwise called,  the place of meeting shall be the principal office
of the corporation in the State of Utah.

     SECTION 4. NOTICE OF MEETING.  Written  notice  stating the place,  day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall, unless otherwise prescribed by statute,
be  delivered  not less than ten (10) nor more than fifty  (50) days  before the
date of the meeting, either personally or by mail, by or at the direction of the
President,  or the  Secretary,  or the  persons  calling  the  meeting,  to each
shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to

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be  delivered  when  deposited  in the  United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
corporation, with postage thereon prepaid.

     SECTION 5.  CLOSING OF  TRANSFER  BOOKS OR FIXING OF RECORD  DATE.  For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any  other  proper  purpose,  the  Board of  Directors  of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated  period but not to  exceed,  in any case,  fifty (50) days.  If the stock
transfer  books  shall be closed  for the  purpose of  determining  shareholders
entitled to notice of or to vote at a meeting of shareholders,  such books shall
be closed for at least ten days immediately  preceding such meeting.  In lieu of
closing the stock  transfer  books,  the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more  than  fifty  (50) days  and,  in case of a  meeting  of
shareholders,  not  less  than  ten (10)  days  prior  to the date on which  the
particular action requiring such determination of shareholders,  is to be taken.
If the stock  transfer  books are not closed and no record date is fixed for the
determination of shareholders,  or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors  declaring such dividend is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such   determination  of
shareholders.  When a  determination  of  shareholders  entitled  to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  section,  such
determination shall apply to any adjournment thereof.

     SECTION 6. VOTING  LISTS.  The officer or agent having  charge of the stock
transfer books for shares of the  corporation  shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each.  Such list shall be produced  and kept open at the time and
place of the meeting and shall be subject to the  inspection of any  shareholder
during the whole time of the meeting for the purposes thereof.

     SECTION 7. QUORUM. A majority of the outstanding  shares of the corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of shareholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.  The shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

     SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote
in person or by proxy  executed  in  writing by the  shareholder  or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

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     SECTION 9. VOTING OF SHARES.  Each outstanding share entitled to vote shall
be  entitled to one vote upon each  matter  submitted  to a vote at a meeting of
shareholders,  unless  provided  otherwise  in  the  corporation's  Articles  of
Incorporation.

     SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS.  Shares outstanding in the
name of another corporation may be voted by such officer,  agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

     Shares held by an administrator,  executor,  guardian or conservator may be
voted by him,  either in person or by proxy,  without a transfer  of such shares
into his name.  Shares  standing  in the name of a trustee  may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him without a transfer of such shares into his name.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver  without the  transfer  thereof  into his name if authority so to do be
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither shares of its own stock held by the corporation,  nor those held by
another  corporation  if a  majority  of the  shares  entitled  to vote  for the
election of directors  of such other  corporation  are held by the  corporation,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time for purposes of any meeting.

     SECTION 11.  INFORMAL  ACTION BY  SHAREHOLDERS.  Any action  required to be
taken at a meeting of the  shareholders,  or any action  which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if a consent in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1. ELIMINATION OF DIRECTORS' LIABILITY.

     1. The directors of the corporation are not liable to the corporation or to
its  shareholders  for  monetary  damages 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/she is not entitled;

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          (b) an  intentional  infliction  of  harm  on the  corporation  or the
     shareholders;

          (c) a violation of Utah Code Ann. ss. 16-10a-842; or

          (d) an intentional violation of criminal law.

     2. If the Utah Revised  Business  Corporation Act is amended after approval
by the  shareholders  of this Article to authorize  corporation  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director of the  corporation  shall be eliminated or limited to the fullest
extent  permitted by the Utah Revised  Business  Corporation Act, as so amended,
and without the necessity for further shareholder action in respect thereof.

     3. Any repeal or  modification  of this Article by the  shareholders of the
corporation  shall not adversely affect any right or protection of a director of
the corporation  hereunder in respect of any act or omission  occurring prior to
the time of such repeal or modification.

     SECTION 2. GENERAL  POWERS.  The  business  and affairs of the  corporation
shall be managed by its Board of Directors. The Board of Directors may designate
a committee  or  committees  consisting  of not less than two  directors,  which
committee  or  committees  shall  have  and may  exercise  all of the  authority
designated to it or them by the Board of Directors; but, the designation of such
committees and the delegation  thereto of authority shall not operate to relieve
the Board of Directors or any member thereof of any responsibility  imposed upon
it or him by law.

     SECTION 3. NUMBER,  TENURE AND  QUALIFICATIONS.  The number of directors of
the  corporation  shall be not  less  than  one (1) nor  more  than  nine (9) as
determined, from time to time, by the Board of Directors.

     Each  Director   shall  hold  office  until  the  next  annual  meeting  of
shareholders  and until his  successor  shall have been  elected and  qualified.
Directors  need not be  residents  of the State of Utah or  shareholders  of the
corporation.  The Board of Directors may elect from its own number a Chairman of
the Board,  who shall  preside at all  meetings of the Board of  Directors,  and
shall  perform such other duties as may be  prescribed  from time to time by the
Board of Directors.

     SECTION 4. REGULAR  MEETINGS.  A regular  meeting of the Board of Directors
shall be held without other notice than this by-law  immediately  after,  and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide,  by  resolution,  the time and place,  either within or without the
State of Utah,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the  President or the Chairman of the Board of
Directors or any two Directors. The person or persons authorized to call special
meetings of the Board of Directors  may fix any place,  either within or without
the State of Utah, as the place for holding any special  meeting of the Board of
Directors called by them.

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     SECTION 6. MEETING BY  TELEPHONE.  Members of the Board of Directors or any
committee  designated by the Board may  participate in a meeting of the Board as
committee by means of conference telephone or similar  communications  equipment
by which all persons  participating  in the  meeting  can hear each  other,  and
participation  in a meeting  under this  section  shall  constitute  presence in
person at the meeting.

     SECTION 7. NOTICE.  Notice of any special  meeting  shall be given at least
two days previously thereto by written notice delivered  personally or mailed to
each Director at his business address,  or by telegram.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United  States mail,  so
addressed,  with postage  thereon  prepaid.  If notice be given by telegram such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company.  Any Director may waive notice of any meeting. 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 because the meeting is not lawfully called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

     SECTION 8. QUORUM.  A majority of the number of Directors  fixed by Section
shall  constitute a quorum for the transaction of business at any meeting of the
Board of Directors,  but if less than such  majority is present at a meeting,  a
majority of the  Directors  present  may  adjourn the meeting  from time to time
without further notice.

     SECTION  9.  MANNER OF ACTING.  The act of the  majority  of the  Directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors. Any action which may be taken at a meeting of the Directors may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken, shall be signed by all of the Directors.

     SECTION 10. VACANCIES.  Any vacancy occurring in the Board of Directors may
be filled by the  affirmative  vote of a  majority  of the  remaining  Directors
though less than a quorum of the Board of Directors.  A Director elected to fill
a vacancy shall be elected for the unexpired term of his  predecessor in office.
Any  directorship  to be  filled  by  reason  of an  increase  in the  number of
Directors  may be filled by  election  by the Board of  Directors  for a term of
office continuing only until the next election of Directors by the shareholders.

     SECTION 11. REMOVALS. Directors may be removed at any time without cause by
vote of the  shareholders  holding a  majority  of the  shares  outstanding  and
entitled to vote.  Such vacancy shall be filled by the directors then in office,
though less than a quorum,  and any person so designated or appointed shall hold
office until the next annual  meeting or until his successor is duly elected and
qualified;  provided that any  directorship to be filled by reason of removal by
the shareholders may be filled by election by the shareholders at the meeting at
which  the  director  is  removed.  No  reduction  of the  authorized  number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.

     SECTION 12.  RESIGNATION.  A director may resign at any time by  delivering
written  notification  thereof to the President or Secretary of the corporation.
Resignation shall become

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effective upon its acceptance by the Board of Directors; provided, however, that
if the Board of Directors has not acted  thereon  within ten (10) days after the
date of its delivery,  the  resignation  shall be deemed accepted upon the tenth
day.

     SECTION 13.  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.

     SECTION 14.  PRESUMPTION OF ASSENT.  A Director of the  corporation  who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent  shall be entered in the  minutes of the meeting or unless he shall
file his written  dissent to such action with the person acting as the secretary
of the meeting before the  adjournment  thereof or shall forward such dissent by
registered  mail to the  Secretary  of the  corporation  immediately  after  the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

     SECTION 15. CHAIRMAN.  The Board of Directors may elect from its own number
a Chairman  of the Board,  who shall  preside  at all  meetings  of the Board of
Directors, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.

                              ARTICLE IV. OFFICERS

     SECTION 1. NUMBER.  The officers of the  corporation  shall be a President,
one or more Vice-Presidents (the number thereof to be determined by the Board of
Directors),  a Secretary  and a Treasurer,  each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.

     SECTION 2. ELECTION AND TERM OF OFFICE.  The officers of the corporation to
be elected by the Board of Directors  shall be elected  annually by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of the  shareholders.  If the election of officers  shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each  officer  shall hold office  until his  successor  shall have been duly
elected and shall have  qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

     SECTION 3.  RESIGNATIONS.  Any corporate  officer may resign at any time by
delivering a written  resignation  either to the  corporate  President or to the
corporate Secretary.  Unless otherwise specified therein, such resignation shall
take effect upon delivery.

     SECTION  4.  REMOVAL.  Any  officer or agent may be removed by the Board of
Directors  whenever in its judgment,  the best interests of the corporation will
be served thereby,

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but any such removal shall be without  prejudice to the contract rights, if any,
of the person so removed.  Election or  appointment of an officer or agent shall
not of itself create contract rights.

     SECTION  5.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     SECTION 6. THE PRESIDENT.  The President  shall be the principal  executive
officer  of the  corporation  and,  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the  corporation.  He shall when present,  preside at all meetings of
the  shareholders  and of the Board of  Directors,  unless  the  Directors  have
designated a Chairman in accordance with Section, of these By-Laws. 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 By-Laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise  signed or executed;  and in general
shall  perform  all duties  incident to the office of  President  and such other
duties as may be prescribed by the Board of Directors from time to time.

     SECTION 7. 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 be 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 shall
perform  such other  duties as from time to time may be  assigned  to him by the
President or by the Board of Directors.

     SECTION 8. THE SECRETARY.  The Secretary shall: (a) keep the minutes of the
proceedings  of the  shareholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (b) see that all  notices are duly given in
accordance  with the  provisions  of these  ByLaws or as required by law; (c) be
custodian of the corporate  records and of the seal of the  corporation  and see
that the seal of the  corporation  is affixed to all  documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register  of the post  office  address  of each  shareholder;  (e) 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;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  and (g) in general  perform  all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

     SECTION 9. THE 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 moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such  banks,  trust  companies  or other  depositories  as shall be  selected in
accordance with the provisions of Article.

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     SECTION 10. ASSISTANT SECRETARIES AND ASSISTANT  TREASURERS.  The Assistant
Secretaries,  when  authorized  by the  Board of  Directors,  may sign  with the
President or a  Vice-President  certificates  for shares of the  corporation the
issuance of which shall have been  authorized  by a  resolution  of the Board of
Directors.  The Assistant  Treasurers  shall,  respectively,  if required by the
Board of  Directors,  give bonds for the  faithful  discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.  The
Assistant Secretaries and Assistant Treasurers,  in general,  shall perform such
duties  as  shall  be  assigned  to  them  by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

     SECTION 11. SALARIES. The salaries of the officers shall be fixed from time
to time by the  Board  of  Directors  and no  officer  shall be  prevented  from
receiving  such  salary by reason of the fact that he is also a Director  of the
corporation.

     SECTION 12. OTHER  OFFICERS.  Other  officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

     SECTION 3. CHECKS,  DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers,  agent or agents of
the  corporation  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     SECTION 4. DEPOSITS.  All funds of the corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies or other  depositaries  as the Board of  Directors  may
select.

                           ARTICLE VI. INDEMNIFICATION

     SECTION 1. INDEMNIFICATION.  The corporation shall indemnify its directors,
officers, employees,  fiduciaries and agents to the full extent permitted by the
Utah Revised Business  Corporation Act or any successor statute.  In particular,
and not in derogation of the generality of the foregoing,  except as provided in
this section, the corporation shall indemnify an

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individual  made a party to a  proceeding  because  he/she is or was a director,
against liability incurred in the proceeding if:

          (a) his/her conduct was in good faith;

          (b) he/she  reasonably  believed  that  his/her  conduct was in, or at
     least not opposed to, the corporation's best interests; and

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

     The corporation shall not indemnify a director under this section:

          (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 that the director
     derived an improper  personal  benefit,  whether or not  involving  acts in
     his/her official  capacity,  in which proceeding he/she was adjudged liable
     on the  basis  that  he/she  derived  an  improper  personal  benefit.  The
     termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
     settlement,   conviction,  or  upon  a  plea  of  nolo  contendere  or  its
     equivalent,  shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     the best  interest of the  corporation,  and with  respect to any  criminal
     action or proceeding,  had reasonable cause to believe that his conduct was
     unlawful.

     SECTION 2. DETERMINATION.  To the extent that a director, officer, employee
or agent of the  corporation  has been  successful on the merits or otherwise in
defense of any action,  suit or proceeding  referred to in Section or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including  attorney's  fees)  which he  actually  and  reasonably  incurred  in
connection  therewith.  Any other indemnification under Section not ordered by a
court shall be made by the corporation upon a determination that indemnification
of the  director,  officer,  employee  or agent is proper  in the  circumstances
because  he has met the  applicable  standard  of  conduct  set forth in Section
hereof. Such determination shall be made either by (a) the Board of Directors by
a majority vote of a quorum consisting of Directors who were not parties to such
action,  suit or  proceeding,  (b) by  independent  legal  counsel  in a written
opinion,  or  (c)  by  the  shareholders  by a  majority  vote  of a  quorum  of
shareholders at any meeting duly called for such purpose.

     SECTION 3. GENERAL INDEMNIFICATION.  The indemnification and advancement of
expenses provided by this Article may not be construed to be exclusive of any of
the rights to which a person seeking  indemnification or advancement of expenses
may  be  entitled  under  any  by-law,   agreement,   vote  of  shareholders  or
disinterested  directors  or  otherwise,  both as to an action  in his  official
capacity and as to an action in another capacity while holding office.

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     SECTION 4.  ADVANCES.  Expenses  incurred in  defending a civil or criminal
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final  disposition  of  the  action,  suit  or  proceeding  upon  receipt  of an
undertaking by or on behalf of the director,  officer, employee or agent that he
shall repay the amount  advanced if it is ultimately  determined  that he is not
entitled to be indemnified by the corporation as authorized by this Article.

     SECTION 5. SCOPE OF INDEMNIFICATION. The indemnification and advancement of
expenses  authorized  by this  Article  shall  apply to all  present  and future
directors,  officers, employees and agents of the corporation and shall continue
as to such persons who cease to be directors,  officers, employees, or agents of
the  corporation  and shall  inure to the benefit of the heirs,  executors,  and
administrators  of all such  persons  and  shall  be in  addition  to all  other
indemnification and advancement of expenses provided by law.

     SECTION 6. INSURANCE.  The corporation may purchase and maintain  insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and  incurred  by him in any such  capacity  or arising out of his status in any
such capacity,  whether or not the corporation would have the power to indemnify
him against any such  liability  under the  provisions of this Article VI or the
laws of the State of Utah, as the same may hereafter be amended or modified.

             ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation  shall  be in such  form as  shall  be  determined  by the  Board of
Directors.  Such certificates shall be signed by the President or Vice-President
and by the  Secretary or an Assistant  Secretary  and sealed with the  corporate
seal or a facsimile thereof.  The signatures of such officers upon a certificate
may be facsimiles if the  certificate is  countersigned  by a transfer agent, or
registered  by a  registrar,  other  than the  corporation  itself or one of its
employees.  All  certificates  for shares  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
no new  certificate  shall be issued  until the former  certificates  for a like
number of shares shall have been  surrendered and canceled,  except that in case
of a lost,  destroyed or mutilated  certificate a new one may be issued therefor
upon such terms and indemnity to the  corporation  as the Board of Directors may
prescribe.

     SECTION 2. TRANSFER OF SHARES.  Transfer of shares 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
of authority to transfer,  or by his attorney  thereunto  authorized by power of
attorney duly executed and filed with the Secretary of the  corporation,  and on
surrender for cancellation of the certificate for such shares. The person in

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whose name shares stand on the books of the  corporation  shall be deemed by the
corporation to be the owner thereof for all purposes.

     SECTION 3.  CONSIDERATION FOR SHARES.  The capital stock of the corporation
shall be issued  for such  consideration  as shall be fixed from time to time by
the Board of  Directors,  but in no event  shall such value be less than the par
value of such shares. In the absence of fraud, the determination of the Board of
Directors  as to the  value of any  property  or  services  received  in full or
partial payment for shares shall be conclusive.

     SECTION 4. REGISTERED  SHAREHOLDERS.  The corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact and shall not be bound to recognize  any  equitable or other claim to or
interest in the shares.

                            ARTICLE VIII. FISCAL YEAR

     The fiscal year of the corporation  shall begin on the first day of January
and end on the last day of December in each year.

                              ARTICLE IX. DIVIDENDS

     The Board of Directors may, from time to time,  declare and the corporation
may pay dividends on its  outstanding  shares in the manner,  and upon the terms
and conditions provided by law and its articles of incorporation.

                            ARTICLE X. CORPORATE SEAL

     The Board of Directors may in its discretion provide a corporate seal.

                          ARTICLE XI. WAIVER OF NOTICE

     Whenever any notice is required to be given to any  shareholder or Director
of the corporation under the provisions of these By-Laws or under the provisions
of the Articles of  Incorporation  or under the  provisions  of the Utah Revised
Business  Corporation  Act, a waiver  thereof in writing signed by the person or
persons  entitled  to such  notice,  whether  before  or after  the time  stated
therein, shall be deemed equivalent to the giving of such notice.

     Attendance  of a Director at any meeting of  Directors  shall  constitute a
waiver  of notice of such  meeting,  except  where a  Director  attends  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

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                             ARTICLE XII. AMENDMENTS

     These  By-Laws may be altered,  amended or repealed  and new by-laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                 ARTICLE XIII. PROCEDURE FOR CONDUCTING MEETING

     All shareholder and director meetings shall be conducted in accordance with
the rules and procedures set forth in the most current edition of Roberts' Rules
of Order.

     A true copy  adopted by the Board of Directors on the 26th day of November,
1996.

                                             ATTEST:


                                             /s/ Barry A. Ellsworth
                                             ----------------------
                                             President

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