BY-LAWS

                                       OF

                              Q-SEVEN SYSTEMS, INC.





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                                TABLE OF CONTENTS


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

ARTICLE II.  SHAREHOLDERS......................................................1
Section 1.        Annual Meeting...............................................1
Section 2.        Special Meeting..............................................1
Section 3.        Place of Meeting.............................................1
Section 4.        Notice of Meeting............................................1
Section 5         Closing of Transfer Books or Fixing of Record Date...........2
Section 6.        Voting Lists.................................................2
Section 7.        Quorum.......................................................2
Section 8.        Proxies......................................................2
Section 9.        Voting of Shares.............................................3
Section 10.       Voting of Shares by Certain Holders..........................3
Section 11.       Informal action by Shareholders..............................3
Section 12.       Transaction of Business at Shareholders' Meetings............3

ARTICLE III.  BOARD OF DIRECTORS...............................................6
Section 1.        Elimination of Directors' Liability..........................6
Section 2.        General Powers...............................................6
Section 3.        Number, Tenure and Qualifications............................6
Section 4.        Regular Meetings.............................................7
Section 5.        Special Meetings.............................................7
Section 6.        Meeting by Telephone.........................................7
Section 7.        Notice.......................................................7
Section 8.        Quorum.......................................................7
Section 9.        Manner of Acting.............................................7
Section 10.       Vacancies....................................................8
Section 11.       Removals.....................................................8
Section 12.       Resignation..................................................8
Section 13.       Compensation.................................................8
Section 14.       Presumption of Assent........................................8
Section 15.       Chairman.....................................................8

ARTICLE IV.  OFFICERS..........................................................9
Section 1.        Number.......................................................9
Section 2.        Election and Term of Office..................................9
Section 3.        Resignations.................................................9
Section 4.        Removal......................................................9
Section 5.        Vacancies....................................................9
Section 6.        The President................................................9

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Section 7.        The Vice-President..........................................10
Section 8.        The Secretary...............................................10
Section 9.        The Treasurer...............................................10
Section 10.       Assistant Secretaries and Assistant Treasurers..............10
Section 11.       Salaries....................................................10
Section 12.       Other Officers..............................................10

ARTICLE V.  INDEMNIFICATION...................................................11
Section 1.        Indemnification.............................................11
Section 2.        Determination...............................................11
Section 3.        General Indemnification.....................................12
Section 4.        Advances....................................................12
Section 5.        Scope of Indemnification....................................12
Section 6.        Insurance...................................................12

ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER.......................12
Section 1.        Certificates for Shares.....................................12
Section 2.        Transfer of Shares..........................................13
Section 3.        Consideration for Shares....................................13
Section 4.        Registered Shareholders.....................................13

ARTICLE VII.  FISCAL YEAR.....................................................13

ARTICLE VIII.  DIVIDENDS......................................................13

ARTICLE IX.  CORPORATE SEAL...................................................14

ARTICLE X.  WAIVER OF NOTICE..................................................14

ARTICLE XI.  AMENDMENTS.......................................................14


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                               ARTICLE I. OFFICES

     The  principal  office of the  corporation  and any other  offices shall be
located  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 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 from time to time.

     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

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shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  shareholder at his address as it appears on the 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

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meeting.  No proxy  shall  be valid  after  eleven  months  from the date of its
execution, unless otherwise provided in the proxy.

     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.

     SECTION 12.  TRANSACTION OF BUSINESS AT SHAREHOLDERS' MEETINGS

     (a)  Transaction of Business at Annual Meeting.  Business  transacted at an
annual  meeting of  shareholders  may include all such  business as may properly
come before the  meeting.  Nominations  of persons for  election to the Board of
Directors and the proposal of business to be considered by the  shareholders may
be made at an annual meeting of shareholders: (i) pursuant to

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the corporation's notice of meeting; (ii) by or at the direction of the Board of
Directors;  or (iii) by any  shareholder  who was a shareholder of record at the
time of giving of notice of the meeting,  who is entitled to vote at the meeting
and who complies with the notice procedures set forth in this Section 12(a).

     For  nominations or other business to be properly  brought before an annual
meeting by a shareholder,  the shareholder must have given timely notice thereof
in writing to the  Secretary of the  corporation  and such other  business  must
otherwise  be  a  proper  matter  for  shareholder   action.  To  be  timely,  a
shareholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive  offices of the  corporation not earlier than the close of business on
the 120th day nor later than the close of  business on the 90th day prior to the
first  anniversary of the preceding  year's annual meeting;  provided,  however,
that in the  event  that the date of the  annual  meeting  is more  than 30 days
before  or  more  than  60 days  after  such  anniversary  date,  notice  by the
shareholder  to be timely  must be so  delivered  no  earlier  than the close of
business  on the 120th day prior to such  annual  meeting and not later than the
close of business  on the later of the 90th day prior to such annual  meeting or
the 10th day following the day on which public  announcement of the date of such
meeting  is  first  made  by the  corporation.  In no  event  shall  the  public
announcement  of an adjournment of an annual meeting  commence a new time period
for the giving of a shareholder's  notice as described above. Such shareholder's
notice shall set forth:  (i) as to each person whom the shareholder  proposes to
nominate for election or  reelection as a director all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest, or is otherwise required,  in each
case pursuant to the proxy regulations,  including without limitation Regulation
14A under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
(including  such person's  written consent to being named in the proxy statement
as a nominee  and to  serving as a director  if  elected);  (ii) as to any other
business  that the  shareholder  proposes to bring before the  meeting,  a brief
description  of the  business  desired to be brought  before  the  meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  shareholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (iii) as to the  shareholder  giving the notice
and the beneficial  owner, if any, on whose behalf the nomination or proposal is
made  (A) the  name and  address  of such  shareholder,  as they  appear  on the
corporation's  books,  and of such beneficial owner and (B) the class and number
of shares of the corporation which are owned  beneficially and of record by such
shareholder and such beneficial owner.

     (b) Transaction of Business at Special  Meeting.  Business  transacted at a
special meeting of the  shareholders  shall be limited to the purposes set forth
in the notice of the special meeting. Nominations of persons for election to the
Board of Directors  may be made at a special  meeting of  shareholders  at which
directors are to be elected pursuant to the corporation's notice of meeting: (i)
by or at the  direction of the Board of  Directors;  or (ii)  provided  that the
Board of  Directors  has  determined  that  directors  shall be  elected at such
meeting, by any shareholder of the corporation who is a shareholder of record at
the time of  giving of notice of the  meeting,  who is  entitled  to vote at the
meeting and who complies  with the notice  procedures  set forth in this Section
12(b).

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     In the event the corporation  calls a special  meeting of shareholders  for
the purpose of electing  one or more  directors to the Board of  Directors,  any
such  shareholder  may  nominate  a person or  persons,  as the case may be, for
election to such position or positions as specified in the corporation's  notice
of meeting,  if the shareholder's  notice required by this Section 12 of Article
II shall be delivered to the Secretary at the principal executive offices of the
corporation  not  earlier  than the close of  business on the 120th day prior to
such  special  meeting  and not later than the close of business on the later of
the 90th day prior to such special  meeting or the 10th day following the day on
which public  announcement  is first made of the date of the special meeting and
of the  nominees  proposed  by the  Board of  Directors  to be  elected  at such
meeting.  In no event  shall the  public  announcement  of an  adjournment  of a
special  meeting  commence a new time  period for the giving of a  shareholder's
notice as described above. Such shareholder's  notice shall set forth: (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a director  all  information  relating  to such person that is required to be
disclosed in  solicitations  of proxies for election of directors in an election
contest,  or  is  otherwise  required,  in  each  case  pursuant  to  the  proxy
regulations,  including without limitation Regulation 14A under the Exchange Act
(including  such person's  written consent to being named in the proxy statement
as a nominee  and to  serving  as a  director  if  elected);  and (ii) as to the
shareholder  giving the notice and the beneficial owner, if any, on whose behalf
the  nomination  or  proposal  is  made,  (A)  the  name  and  address  of  such
shareholder,  as they appear on the corporation's  books, and of such beneficial
owner and (B) the class and number of shares of the corporation  which are owned
beneficially and of record by such shareholder and such beneficial owner.

     (c) General.  Only such persons who are  nominated in  accordance  with the
procedures set forth in this Section 12 of Article II shall be eligible to serve
as  directors  and  only  such  business  shall be  conducted  at a  meeting  of
shareholders  as shall have been brought  before the meeting in accordance  with
the  procedures  set forth in this Section 12 of Article II. The chairman of the
meeting  shall have the power and duty to determine  whether a nomination or any
business proposed to be brought before the meeting was made or proposed,  as the
case may be, in accordance  with the  procedures set forth in this Section 12 of
Article II and, if any proposed nomination or business is not in compliance with
this  Section  12 of Article  II, to declare  that such  defective  proposal  or
nomination  shall be disregarded,  unless  otherwise  provided by any applicable
law.

     For purposes of this Section 12 of Article II, "public  announcement" shall
mean  disclosure  in a press  release  reported  by the Dow Jones News  Service,
Associated  Press or comparable  national new service or in a document  publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing  provisions of this Section 12 of Article II,
a shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section 12 of Article II. Nothing in this Section 12 of Article II
shall be deemed  to affect  any  rights  of:  (i) the  shareholders  to  request
inclusion of proposals in the corporation's proxy statement pursuant to

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Rule  14a-8  under  the  Exchange  Act;  or (ii) the  holders  of any  series of
Preferred Stock to elect directors under specified circumstances.



                         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;

          (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  three  (3) nor more  than nine (9) as
determined, from time to time, by the Board of Directors.

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     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.

     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 prior 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 the
Directors pursuant to Section 3 of Article III 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

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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  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.


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                              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 convenient. 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,  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 15 of Article III 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.


                                       -9-

<PAGE>



     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 from time
to time by, or in accordance with, a resolution of the Board of Directors.

     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.

                                      -10-

<PAGE>





                           ARTICLE V. 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 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 1 of Article V
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 1 of
Article  V 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 1 of Article V hereof.  Such determination shall be
made either by (a) the Board of Directors by a majority vote of a quorum

                                      -11-

<PAGE>



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.

     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 V or the
laws of the State of Utah, as the same may hereafter be amended or modified.


     ARTICLE VI.  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

                                      -12-

<PAGE>



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
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 VII. 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 VIII. 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.


                                      -13-

<PAGE>



                           ARTICLE IX. CORPORATE SEAL

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

                           ARTICLE X. 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.


                             ARTICLE XI. 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.

                                      -14-