BYLAWS


                                       OF

                             ANTENNAS AMERICA, INC.




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                                TABLE OF CONTENTS


ARTICLE I     Offices........................................................  1

ARTICLE II    Shareholders...................................................  1

ARTICLE III   Board of Directors.............................................  7

ARTICLE IV    Officers and Agents............................................ 10

ARTICLE V     Stock.......................................................... 13

ARTICLE VI    Indemnification of Certain Persons............................. 14

ARTICLE VII   Provision of Insurance......................................... 16

ARTICLE VIII  Miscellaneous.................................................. 17


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                                                     Effective: March 25, 1998



                                     BYLAWS
                                       OF
                             ANTENNAS AMERICA, INC.


                                    ARTICLE I
                                    ---------

                                     Offices
                                     -------

      The principal  office of the corporation  shall be designated from time to
time by the corporation and may be within or outside of Utah.

      The  corporation  may have such other  offices,  either  within or outside
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 Business
Corporation Act to be maintained in Utah may be, but need not be, identical with
the principal  office,  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. The annual meeting of the shareholders shall be
held at a time and date fixed by the board of directors of the  corporation  (or
by the  chief  executive  officer  in the  absence  of  action  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 election of directors
is not held on the day fixed as  provided  herein for any annual  meeting of the
shareholders, or 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 it may conveniently be held.

      A shareholder  may apply to the district court in the county in Utah where
the  corporation's  principal  office is located or, if the  corporation  has no
principal  office  in Utah,  to the  district  court of the  county in which the
corporation's  registered  office is located to seek an order that a shareholder
meeting be held (i) if an annual  meeting  was not held  within  fifteen  months
after its last annual  meeting,  or (ii) if the  shareholder  participated  in a
proper call of or proper demand for a special  meeting and notice of the special
meeting was not given  within  sixty days after the date of the call or the date
the  last of the  demands  necessary  to  require  calling  of the  meeting  was
delivered  to the  corporation  pursuant  to  ss.16-10a-702(1)(b)  of  the  Utah
Business Corporation Act, or the special meeting was not held in accordance with
the notice.

      Section 2.  Special  Meetings.  Unless  otherwise  prescribed  by statute,
special  meetings of the shareholders may be called for any purpose by the chief
executive  officer or by the board of  directors.  The chief  executive  officer
shall call a special meeting of the shareholders if the corporation receives one
or more  written  demands for the  meeting,  stating the purpose or purposes for
which it is to be held,  signed and dated by holders of shares  representing  at
least ten percent of all the votes  entitled to be cast on any issue proposed to
be considered at the meeting.

                                       1

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      Section 3. Place of Meeting.  The board of  directors  may  designate  any
place, either within or outside Utah, as the place for any annual meeting or 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 outside  Utah,  as the place for such meeting.  If no  designation  is
made,  or if a special  meeting is called other than by the board,  the place of
meeting shall be the principal office of the corporation.

      Section 4. Notice of Meeting.  Written notice stating the place, date, and
time of the  meeting  shall be given not less than ten nor more than  sixty days
before the date of the  meeting.  The  secretary  shall be required to give such
notice only to shareholders  entitled to vote at the meeting except as otherwise
required by Utah Business Corporation Act.

      Notice of a special  meeting shall include a description of the purpose or
purposes  of the  meeting.  Notice  of an  annual  meeting  need not  include  a
description  of the purpose or purposes  of the meeting  unless  required by the
Utah Business  Corporation Act or the  corporation's  articles of incorporation.
Notice  shall  be  given  personally  or by mail,  private  carrier,  telegraph,
teletype, electronically transmitted facsimile or other form of wire or wireless
communication  by or at  the  direction  of the  chief  executive  officer,  the
secretary, or the officer or persons calling the meeting, to each shareholder of
record  entitled to vote at such  meeting.  If mailed and if in a  comprehensive
form,  such notice shall be deemed to be given and effective  when  deposited in
the United States mail,  properly addressed to the shareholder at his address as
it appears in the corporation's current record of shareholders, with first class
postage  prepaid.  If notice is given other than by mail, and provided that such
notice is in a  comprehensible  form,  the notice is given and  effective on the
date received by the shareholder.

      If requested by the person or persons lawfully  calling such meeting,  the
secretary shall give notice thereof at corporate expense. No notice need be sent
to any shareholder if (i) a notice of two consecutive  annual meetings,  and all
notices of  meetings  or of the taking of action by  written  consent  without a
meeting during the period between the two consecutive annual meetings, have been
mailed,  addressed to the shareholder at the  shareholder's  address as shown on
the records of the corporation, and have been returned undeliverable; or (ii) at
least two  payments,  if sent by first class mail,  of  dividends or interest on
securities  during a twelve month  period,  have been  mailed,  addressed to the
shareholder  at  the  shareholder's  address  as  shown  on the  records  of the
corporation,  and have been returned  undeliverable.  In order to be entitled to
receive  notice of any meeting,  a shareholder  shall advise the  corporation in
writing  of any  change in such  shareholder's  mailing  address as shown on the
corporation's books and records.

      When a meeting is adjourned to another  date,  time or place,  notice need
not be given of the new date,  time or place if the new  date,  time or place of
such  meeting  is  announced  before  adjournment  at the  meeting  at which the
adjournment is taken. At the adjourned meeting, the corporation may transact any
business  which  may  have  been  transacted  at the  original  meeting.  If the
adjournment  is for more than 30 days,  or if a new record date is fixed for the
adjourned  meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

      A shareholder  may waive notice of a meeting  before or after the time and
date of the meeting by a writing signed by such  shareholder.  Such waiver shall
be delivered to the corporation for filing with the corporate records.  Further,
by  attending  a meeting  either in person  or by proxy,  a  shareholder  waives
objection  to lack of  notice or  defective  notice of the  meeting  unless  the
shareholder  objects  at the  beginning  of the  meeting  to the  holding of the
meeting or the  transaction of business at the meeting because of lack of notice
or defective notice.  By attending the meeting,  the shareholder also waives any
objection to consideration at the meeting of a particular  matter not within the
purpose or purposes  described  in the  meeting  notice  unless the  shareholder
objects to considering the matter when it is presented.

                                       2

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      Section  5.  Fixing  of  Record  Date.  For  the  purpose  of  determining
shareholders entitled to (i) notice of or vote at any meeting of shareholders or
any adjournment thereof,  (ii) receive  distributions or share dividends,  (iii)
demand a special  meeting,  or (iv) make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten  days,  prior to the date on which  the  particular  action  requiring  such
determination  of shareholders is to be taken. If no record date is fixed by the
directors,  the record date shall be the day before the notice of the meeting is
given to  shareholders,  or the date on which  the  resolution  of the  board of
directors  providing for a distribution  is adopted,  as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
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.  Unless otherwise specified when the record
date is  fixed,  the  time  of day for  such  determination  shall  be as of the
corporation's close of business on the record date.

      Notwithstanding   the  above,   the  record  date  for   determining   the
shareholders  entitled to take action  without a meeting or entitled to be given
notice of action so taken  shall be the date a writing  upon which the action is
taken is first  received by the  corporation.  The record  date for  determining
shareholders  entitled  to  demand a  special  meeting  shall be the date of the
earliest of any of the demands pursuant to which the meeting is called.

      Section 6. Voting Lists.  After a record date is fixed for a shareholders'
meeting,  the  secretary  shall  make,  at the  earlier of ten days  before such
meeting or two  business  days after  notice of the meeting  has been  given,  a
complete list of the shareholders entitled to be given notice of such meeting or
any adjournment  thereof. The list shall be arranged by voting groups and within
each voting group by class or series of shares,  shall be in alphabetical  order
within  each  class or series,  and shall show the  address of and the number of
shares  of  each  class  or  series  held by each  shareholder.  For the  period
beginning  the  earlier of ten days prior to the  meeting or two  business  days
after notice of the meeting is given and continuing  through the meeting and any
adjournment thereof,  this list shall be kept on file at the principal office of
the corporation,  or at a place (which shall be identified in the notice) in the
city where the meeting will be held. Such list shall be available for inspection
on written demand by any shareholder  (including for the purpose of this Section
6 any  holder  of  voting  trust  certificates)  or the  shareholder's  agent or
attorney  during  regular  business  hours and during the period  available  for
inspection.  The original  stock transfer books shall be prima facie evidence as
to who are the  shareholders  entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

      Any shareholder,  or the shareholder's agent or attorney may copy the list
during  regular  business  hours  and  during  the  period it is  available  for
inspection,  provided  (i) the  demand  is made in good  faith and for a purpose
reasonably  related to the demanding  shareholder's  interest as a  shareholder,
(ii) the shareholder describes with reasonable particularity the purpose and the
records the shareholder  desires to inspect,  and (iii) the  shareholder  pays a
reasonable charge covering the costs of labor and material for such copies,  not
to exceed the estimated cost of production and reproduction.

      Section 7.  Recognition  Procedure  for  Beneficial  Owners.  The board of
directors  may adopt by  resolution  a procedure  whereby a  shareholder  of the
corporation may certify in writing to the  corporation  that all or a portion of
the shares  registered in the name of such  shareholder are held for the account
of a specified person or persons.  The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will  recognize in a beneficial  owner,  which may include rights and privileges
other than voting,  (iii) the form of  certification  and the  information to be
contained  therein,  (iv) if the certification is with respect to a record date,

                                       3

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the time within which the certification must be received by the corporation, (v)
the period for which the nominee's  use of the procedure is effective,  and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable.  Upon receipt by the  corporation of a certificate  complying with
the procedure  established by the board of directors,  the persons  specified in
the certification  shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

      Section 8. Quorum and Manner of Acting.  A majority of the votes  entitled
to be cast on a matter by a voting group represented in person or by proxy shall
constitute a quorum of that voting group for action on the matter.  If less than
a majority of such votes are  represented at a meeting,  a majority of the votes
so represented may adjourn the meeting from time to time without further notice,
for a period  not to exceed  120 days for any one  adjournment.  Once a share is
represented  for any purpose at a meeting,  including the purpose of determining
that a quorum exists, 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. 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,  unless the  meeting is  adjourned  and a new record date is set for the
adjourned meeting.

      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 within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the corporation's articles of incorporation.

      Section 9. Proxies.  At all meetings of  shareholders,  a shareholder  may
vote by  proxy  by  signing  an  appointment  form or  similar  writing,  either
personally or by his duly  authorized  attorney-in-fact.  A shareholder may also
appoint a proxy by transmitting  or authorizing the  transmission of a telegram,
teletype, or other electronic  transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly  authorized by the proxy to receive  appointments  as agent
for the proxy,  or to the  corporation.  The transmitted  appointment  shall set
forth or be  transmitted  with written  evidence from which it can be determined
that  the  shareholder   transmitted  or  authorized  the  transmission  of  the
appointment.  The proxy  appointment form or similar writing shall be filed with
the  secretary  of the  corporation  before or at the time of the  meeting.  The
appointment  of a proxy is effective  when  received by the  corporation  and is
valid for eleven  months  unless a longer  period is  expressly  provided in the
appointment form or similar writing.

      Any complete copy, including an electronically  transmitted facsimile,  of
an appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

      Revocation  of a proxy  does not affect  the right of the  corporation  to
accept the  proxy's  authority  unless (i) the  corporation  had notice that the
appointment  was  coupled  with an  interest  and notice  that such  interest is
extinguished  is received by the secretary or other officer or agent  authorized
to  tabulate  votes  before  the  proxy   exercises  his  authority   under  the
appointment,  or (ii)  other  notice of the  revocation  of the  appointment  is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.  Other notice of
revocation may, in the discretion of the  corporation,  be deemed to include the
appearance at a  shareholders'  meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

      The death or  incapacity  of the  shareholder  appointing a proxy does not
affect the right of the corporation to accept the proxy's  authority  unless the
appointment  is not  irrevocable  and coupled with an interest and notice of the
death or  incapacity  is received  by the  secretary  or other  officer or agent
authorized to tabulate votes before the proxy  exercises his authority under the
appointment.

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      The  corporation  shall not be required to recognize an  appointment  made
irrevocable if it has received a writing revoking the appointment  signed by the
shareholder  (including a shareholder  who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the  revocation  may be a breach of an  obligation  of the  shareholder  to
another person not to revoke the appointment.

      Subject to Section 11 and any express  limitation on the proxy's authority
appearing on the  appointment  form,  the  corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.

      Section 10. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote,  except in the  election of  directors,  and each
fractional  share shall be entitled to a  corresponding  fractional vote on each
matter  submitted to a vote at a meeting of  shareholders,  except to the extent
that the  voting  rights of the shares of any class or  classes  are  limited or
denied by the  articles  of  incorporation  as  permitted  by the Utah  Business
Corporation  Act.  Cumulative  voting  shall not be permitted in the election of
directors  or for any  other  purpose.  Each  record  holder  of stock  shall be
entitled to vote in the election of  directors  and shall have as many votes for
each of the shares  owned by him as there are  directors  to be elected  and for
whose election he has the right to vote.

      At each  election of  directors,  that number of  candidates  equaling the
number of  directors to be elected,  having the highest  number of votes cast in
favor of their election, shall be elected to the board of directors.

      Except as otherwise  ordered by a court of competent  jurisdiction  upon a
finding  that  the  purpose  of  this  Section  would  not  be  violated  in the
circumstances  presented  to the court,  the shares of the  corporation  are not
entitled  to be voted if they are owned,  directly  or  indirectly,  by a second
corporation,  domestic or foreign,  and the first corporation owns,  directly or
indirectly,  a majority  of the shares  entitled  to vote for  directors  of the
second  corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

      Redeemable  shares are not entitled to be voted after notice of redemption
is mailed to the  holders  and a sum  sufficient  to redeem  the shares has been
deposited with a bank,  trust company or other  financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

      Section 11.  Corporation's  Acceptance  of Votes.  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.
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, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

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

            (ii)  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;

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            (iii) 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;

            (iv) 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;

            (v) 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-tenants or fiduciaries, and the person signing appears to be acting
      on behalf of all the co-tenants or fiduciaries; or

            (vi) the acceptance of the vote, consent,  waiver, proxy appointment
      or  proxy   appointment   revocation  is  otherwise   proper  under  rules
      established by the corporation that are not inconsistent with this Section
      11.

      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 proxyholders,  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:

            (i)   if only one votes, the act binds all;

            (ii) if more than one vote,  the act of the majority so voting binds
      all;

            (iii) if more  than one vote,  but the vote is  evenly  split on any
      particular  matter,  each  faction  may vote the  securities  in  question
      proportionately; or

            (iv) 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.

      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.

      Neither  the  corporation  nor its  officers  nor any 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 is
liable in damages for the consequences of the acceptance or rejection.

      Section  12.  Informal  Action by  Shareholders.  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 a written consent (or counterparts thereof)
that sets forth the action so taken is received by the corporation and signed by
the holders of  outstanding  shares  having not less than the minimum  number of
votes that would be  necessary  to  authorize or take the action at a meeting at
which all shares  entitled to vote thereon were present and voted.  Action taken
under  this  Section  12 has the same  effect  as action  taken at a meeting  of
shareholders and may be so described in any document.

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      Action  taken  pursuant  to this  Section 12 is not  effective  unless all
written  consents  on which the  corporation  relies for the taking of an action
pursuant to this Section 12 are received by the  corporation  within a sixty day
period and have not been  revoked.  Action taken  pursuant to this Section 12 is
effective as of the date the last written consent necessary to effect the action
is received by the corporation,  unless all of the written consents necessary to
effect the action specify a later date as the effective  date of the action,  in
which case the later  date shall be the  effective  date of the  action.  If the
corporation  has received  written  consents as  contemplated by this Section 12
signed by all  shareholders  entitled to vote with  respect to the  action,  the
effective  date of the  action  may be any  date  that is  specified  in all the
written  consents  as the  effective  date of the  action.  The  writing  may be
received by the  corporation by  electronically  transmitted  facsimile or other
form of  communication  providing the corporation  with a complete copy thereof,
including  a copy of the  signature  thereto.  If any  shareholder  revokes  his
consent as provided  for herein prior to what would  otherwise be the  effective
date, the action  proposed in the consent shall be invalid.  The record date for
determining  shareholders  entitled to take action without a meeting is the date
the first  shareholder  delivers  to the  corporation  a writing  upon which the
action is taken.

      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 the approval
to (i) those  shareholders  entitled to vote who have not  consented in writing;
and (ii) those  shareholders  not entitled to vote and to whom the Utah Business
Corporation Act requires that notice of the proposed action be given. The notice
must  contain  or be  accompanied  by the same  material  that,  under  the Utah
Business  Corporation  Act,  would have been  required to be sent in a notice of
meeting  at  which  the  proposed  action  would  have  been  submitted  to  the
shareholders for action.

      Any  shareholder  who has signed a writing  describing  and  consenting to
action  taken  pursuant to this  Section 12 may revoke such consent by a writing
signed  by  the   shareholder   describing  the  action  and  stating  that  the
shareholder's  prior consent thereto is revoked,  if such writing is received by
the corporation before the effectiveness of the action.

      Section 13. Meetings by Telecommunication.  Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the meeting
may be  conducted  through the use of, any means of  communication  by which all
persons  participating in the meeting may hear each other during the meeting.  A
shareholder  participating in a meeting by this means is deemed to be present in
person at the meeting.

                                   ARTICLE III

                               Board of Directors

      Section 1. General Powers.  All corporate  powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed  under the  direction  of its board of  directors,  except as  otherwise
provided in the Utah Business  Corporation Act or the corporation's  articles of
incorporation.

      Section 2. Number,  Qualifications  and Tenure. The number of directors of
the corporation  shall be no less than three or more than nine, as determined by
the board of  directors,  but no decrease in the number of directors  shall have
the effect of shortening the term of any incumbent director. A director shall be
a natural person.  A director need not be a resident of Utah or a shareholder of
the corporation.

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      Directors  shall be elected at each annual meeting of  shareholders.  Each
director  shall  hold  office  until the next  annual  meeting  of  shareholders
following  his  election  and  thereafter  until his  successor  shall have been
elected and qualified.  Directors shall be removed in the manner provided by the
Utah Business  Corporation  Act. Any director may be removed by the shareholders
with or without cause,  at a meeting called for that purpose.  The notice of the
meeting  shall state that the  purpose or one of the  purposes of the meeting is
removal of the  director.  A director may be removed only if the number of votes
cast in favor of removal exceeds the number of votes cast against removal.


      Section  3.  Vacancies.  Any  director  may  resign  at any time by giving
written notice to the  corporation.  Such  resignation  shall take effect at the
time the notice is received  by the  corporation  unless the notice  specifies a
later effective date.  Unless otherwise  specified in the notice of resignation,
the corporation's  acceptance of such resignation shall not be necessary to make
it  effective.  Any  vacancy  on the  board of  directors  may be  filled by the
affirmative  vote of a majority of the  shareholders at a special meeting called
for that  purpose or by the board of  directors.  A  director  elected to fill a
vacancy  created  other than by an increase in the number of directors  shall be
elected for the unexpired term of the director's  predecessor in office,  or for
any  lesser  period  as may be  prescribed  by the  board of  directors.  If the
directors  remaining in office  constitute fewer than a quorum of the board, the
directors  may fill the  vacancy by the  affirmative  vote of a majority  of all
directors  remaining  in  office.  If a  director  is  elected to fill a vacancy
created by reason of an  increase in the number of  directors,  then the term of
the  director  so  elected  expires at the next  shareholders'  meeting at which
directors  are  elected,  unless  the  vacancy  is  filled  by  a  vote  of  the
shareholders,  in which case the term shall  expire on the later of (i) the next
meeting  of  shareholders  at  which  directors  are  elected;  or (ii) the term
designated  for the director at the time of the  creation of the position  being
filled.

      Section 4. Regular  Meetings.  A regular meeting of the board of directors
shall be held  without  notice  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 outside Utah, for the holding of additional
regular meetings without other notice.

      Section 5. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the  request  of the chief  executive  officer 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 outside  Utah,  as the
place for holding any special meeting of the board of directors called by them.

      Section  6.  Notice.  Notice  of the date,  time and place of any  special
meeting  shall be given to each  director at least two days prior to the meeting
by written notice either personally  delivered or mailed to each director at his
business address, or by notice transmitted by private courier, telegraph, telex,
electronically   transmitted  facsimile  or  other  form  of  wire  or  wireless
communications.  If mailed,  such  notice  shall be deemed to be given and to be
effective  on the earlier of (i) five days after such notice is deposited in the
United States mail,  properly  addressed,  with first class postage prepaid,  or
(ii) the date shown on the return receipt,  if mailed by registered or certified
mail return receipt requested, provided that the return receipt is signed by the
director  to whom the  notice  is  addressed.  If  notice  is  given  by  telex,
electronically  transmitted  facsimile or other similar form of wire or wireless
communication,  such notice shall be deemed to be given and to be effective when
sent,  and with  respect to a telegram,  such notice shall be deemed to be given
and to be effective when the telegram is delivered to the telegraph company.  If
a  director  has  designated  in writing  one or more  reasonable  addresses  or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
telex,  electronically  transmitted  facsimile or other form of wire or wireless
communication  shall not be deemed to have been given or to be effective  unless
sent to such addresses or facsimile numbers, as the case may be.

      A director may waive notice of a meeting before or after the time and date
of the  meeting  by a writing  signed by such  director.  Such  waiver  shall be
delivered to the corporation for filing with the corporate records, but delivery
and filing are not conditions to the  effectiveness  of the waiver.  Further,  a
director's  attendance  at or  participation  in a meeting  waives any  required

                                       8

<PAGE>


notice to him of the meeting unless at the beginning of the meeting, or promptly
upon the  director's  arrival,  the  director  objects to holding the meeting or
transacting  business  at the  meeting  because  of lack of notice or  defective
notice  and does  not  thereafter  vote for or  assent  to  action  taken at the
meeting.  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 7.  Quorum.  A majority  of the number of  directors  fixed by the
board of directors pursuant to Article III, Section 2 or, if no number is fixed,
a majority of the number in office immediately before the meeting begins,  shall
constitute a quorum for the  transaction of business at any meeting of the board
of directors.

      Section  8.  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.

      Section 9.  Compensation.  By resolution  of the board of  directors,  any
director may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings,  a fixed sum for  attendance  at each meeting,  a stated
salary as  director,  or such  other  compensation  as the  corporation  and the
director may reasonably  agree upon. No such payment shall preclude any director
from serving the  corporation in any other  capacity and receiving  compensation
therefor.

      Section 10.  Presumption of Assent.  A director of the  corporation who is
present  at a meeting of the board of  directors  or  committee  of the board at
which action on any corporate matter is taken shall be presumed to have assented
to the action  taken  unless (i) the  director  objects at the  beginning of the
meeting,  or promptly upon the director's arrival, to the holding of the meeting
or the  transaction of business at the meeting and does not thereafter  vote for
or  assent   to  any   action   taken  at  the   meeting,   (ii)  the   director
contemporaneously  requests that the director's  dissent or abstention as to any
specific  action  taken be entered in the minutes of the  meeting,  or (iii) the
director  causes  written notice of his dissent or abstention as to any specific
action to be received by the presiding officer of the meeting before adjournment
of the  meeting or by the  corporation  promptly  after the  adjournment  of the
meeting.  A  director  may  dissent to a  specific  action at a  meeting,  while
assenting  to  others.  The right to dissent  to a  specific  action  taken at a
meeting  of the board of  directors  or a  committee  of the board  shall not be
available to a director who voted in favor of such action.

      Section 11.  Committees.  By  resolution  adopted by a majority of all the
directors  in  office  when the  action is taken,  the  board of  directors  may
designate  from among its members an executive  committee  and one or more other
committees,  and appoint one or more  members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the  authority of the board of  directors.  The  committee  shall then have full
power  within  the  limits  set by the  board of  directors  to adopt  any final
resolution  setting forth all  preferences,  limitations  and relative rights of
such  class  or  series  and  to  authorize  an  amendment  of the  articles  of
incorporation  stating the  preferences,  limitations  and relative  rights of a
class or series for filing with the  Secretary of State under the Utah  Business
Corporation Act.

      Sections  4, 5, 6, 7, 8 and 12 of  Article  III,  which  govern  meetings,
notice,  waiver of notice,  quorum,  voting  requirements  and action  without a
meeting of the board of directors,  shall apply to committees  and their members
appointed under this Section 11.

                                       9

<PAGE>


      Neither the designation of any such committee, the delegation of authority
to such  committee,  nor any action by such committee  pursuant to its authority
shall alone  constitute  compliance by any member of the board of directors or a
member of the  committee in question with his  responsibility  to conform to the
standard of care set forth in Article III, Section 14 of these bylaws.

      Section 12. Informal Action by Directors. Any action required or permitted
to be taken at a meeting of the  directors or any  committee  designated  by the
board of  directors  may be taken  without a meeting  if a written  consent  (or
counterparts  thereof)  that sets  forth the action so taken is signed by all of
the directors  entitled to vote with respect to the action  taken.  Such consent
shall have the same effect as action taken at a meeting of directors  and may be
described  as such in any  document.  Unless the  consent  specifies a different
effective date,  action taken under this Section 12 is effective at the time the
last director signs a writing describing the action taken,  unless,  before such
time,  any director has revoked that  director's  consent by a writing signed by
the director and received by the chief executive officer or the secretary of the
corporation.

      Section 13.  Telephonic  Meetings.  The board of directors  may permit any
director (or any member of a committee  designated by the board) to  participate
in a regular or special meeting of the board of directors or a committee thereof
through  the  use  of  any  means  of   communication  by  which  all  directors
participating in the meeting can hear each other during the meeting.  A director
participating  in a meeting in this  manner is deemed to be present in person at
the meeting.

      Section 14.  Standard of Care.  A director  shall  perform his duties as a
director, including, without limitation, his duties as a member of any committee
of the board, in good faith, in a manner the director  reasonably believes to be
in the best  interests  of the  corporation,  and  with  the care an  ordinarily
prudent person in a like position would exercise under similar circumstances. In
performing  his duties,  a director  shall be  entitled to rely on  information,
opinions,  reports  or  statements,  including  financial  statements  and other
financial  data,  in each case  prepared  or  presented  by the  persons  herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge  concerning  the matter in question that would cause such reliance
to be  unwarranted.  A  director  shall not be liable  to the  corporation,  its
shareholders   or   any   conservator   or   receiver,   or  any   assignee   or
successor-in-interest  thereof,  for any action taken or any failure to take any
action as a director unless:  (i) the director has breached or failed to perform
the duties of the office in compliance with this Section 14; and (ii) the breach
or failure to perform  constitutes  gross  negligence,  willful  misconduct,  or
intentional infliction of harm on the corporation or the shareholders.

      The designated  persons on whom a director is entitled to rely are (i) one
or more officers or employees of the  corporation  whom the director  reasonably
believes to be reliable  and  competent  in the  matters  presented,  (ii) legal
counsel,  public  accountant,  or  other  person  as  to  matters  the  director
reasonably   believes  to  be  within  such  person's   professional  or  expert
competence, or (iii) a committee of the board of directors of which the director
is not a  member  if the  director  reasonably  believes  the  committee  merits
confidence.

                                       10

<PAGE>


                                   ARTICLE IV
                                   ----------

                               Officers and Agents
                               -------------------

      Section 1. General. The officers of the corporation shall be a chairman of
the board, a chief executive officer, a president,  one or more vice presidents,
a secretary and a treasurer,  each of whom shall be a natural person. One person
may hold more than one office.  The board of directors or an officer or officers
authorized  by the board may appoint such other  officers,  assistant  officers,
committees and agents,  including a chairman of the board, assistant secretaries
and assistant  treasurers,  as they may consider necessary.  Except as expressly
prescribed  by these  bylaws,  the board of directors or the officer or officers
authorized by the board shall from time to time  determine the procedure for the
appointment  of  officers,  their  authority,  duties  and  their  compensation,
provided  that the board of  directors  may  change  the  authority,  duties and
compensation of any officer who is not appointed by the board.

      Section 2. Appointment and Term of Office. The officers of the corporation
shall be appointed by the board of directors at each annual meeting of the board
held after each annual meeting of the shareholders or as otherwise determined by
the board of  directors.  If the  appointment  of  officers  is not made at such
meeting or if an officer or officers are to be  appointed by another  officer or
officers of the corporation,  such  appointments  shall be made as determined by
the board of directors or the appointing  person or persons.  Each officer shall
hold office until the first of the following  occurs:  his successor  shall have
been duly appointed and qualified, his death, his resignation, or his removal in
the manner provided in Section 3.

      Section 3.  Resignation and Removal.  An officer may resign at any time by
giving  written notice of resignation  to the  corporation.  The  resignation is
effective  when the  notice is  received  by the  corporation  unless the notice
specifies a later effective date.

      Any  officer or agent may be removed at any time with or without  cause by
the board of directors or an officer or officers  authorized by the board.  Such
removal does not affect the contract rights,  if any, with the  corporation.  An
officer's resignation does not affect the corporation's contract rights, if any,
with the  officer.  The  appointment  of an officer or agent shall not in itself
create contract rights.

      Section 4. Vacancies. A vacancy in any office,  however occurring,  may be
filled by the board of  directors,  or by the officer or officers  authorized by
the board,  for the  unexpired  portion  of the  officer's  term.  If an officer
resigns and his  resignation  is made  effective  at a later date,  the board of
directors,  or  officer or  officers  authorized  by the  board,  may permit the
officer to remain in office  until the  effective  date and may fill the pending
vacancy  before  the  effective  date if the board of  directors  or  officer or
officers  authorized  by the board  provide  that the  successor  shall not take
office until the effective date. In the alternative,  the board of directors, or
officer or officers authorized by the board of directors, may remove the officer
at any time prior to the effective date and may fill the resulting vacancy.

      Section 5. Chairman Of The Board.  The chairman of the board shall preside
at all meetings of the board of  directors.  The chairman of the board shall not
have the authority to act on behalf of the  corporation,  or otherwise commit or
bind the corporation,  unless specifically  authorized by the board of directors
in specific instances.

      Section 6. Chief  Executive  Officer.  The chief  executive  officer shall
preside  at  all  meetings  of  shareholders.   Subject  to  the  direction  and
supervision of the board of directors,  the chief  executive  officer shall have
general and active  control of its affairs and business and general  supervision
of its officers, agents and employees. Unless otherwise directed by the board of
directors,  the chief executive  officer shall attend in person or by substitute

                                       11

<PAGE>


appointed  by him,  or  shall  execute  on  behalf  of the  corporation  written
instruments  appointing a proxy or proxies to represent the corporation,  at all
meetings of the  shareholders of any other  corporation in which the corporation
holds any stock. On behalf of the corporation,  the chief executive  officer may
in person or by  substitute or by proxy  execute  written  waivers of notice and
consents with respect to any such meetings.  At all such meetings and otherwise,
the chief executive  officer,  in person or by substitute or proxy, may vote the
stock held by the corporation,  execute written  consents and other  instruments
with respect to such stock,  and exercise any and all rights and powers incident
to the  ownership  of said stock,  subject to the  instructions,  if any, of the
board of  directors.  The chief  executive  officer  shall  have  custody of the
treasurer's bond, if any. The chief executive officer shall have such additional
authority  and duties as are  appropriate  and customary for the office of chief
executive officer, except as the same may be expanded or limited by the board of
directors from time to time.

      Section 7. President.  The president shall be the chief operating  officer
of the  corporation  and shall  report to and be  subject to the  direction  and
supervision of the chief executive officer.  In the absence of a chief executive
officer, the president shall have the powers and perform the duties of the chief
executive officer.

      Section 8. Vice  Presidents.  The vice  presidents  shall assist the chief
executive  officer and shall  perform  such duties as may be assigned to them by
the chief executive officer or by the board of directors.  In the absence of the
president, the vice president, if any (or, if more than one, the vice presidents
in the order designated by the board of directors, or if the board makes no such
designation,  then the vice president designated by the chief executive officer,
or if  neither  the  board  nor the  chief  executive  officer  makes  any  such
designation,  the senior vice  president as determined by first election to that
office), shall have the powers, and perform the duties, of the president.

      Section 9.  Secretary.  The  secretary  shall (i) prepare and  maintain as
permanent  records the minutes of the  proceedings of the  shareholders  and the
board of directors,  a record of all actions taken by the  shareholders or board
of directors without a meeting,  a record of all actions taken by a committee of
the  board of  directors  in place of the  board of  directors  on behalf of the
corporation,  and a record of all waivers of notice of meetings of  shareholders
and of the  board  of  directors  or any  committee  thereof,  (ii) see that all
notices are duly given in accordance  with the provisions of these bylaws and as
required by law,  (iii) serve as custodian of the  corporate  records and of the
seal of the  corporation  and affix the seal to all documents when authorized by
the board of  directors,  (iv) keep at the  corporation's  registered  office or
principal  place of business a record  containing the names and addresses of all
shareholders  in a form  that  permits  preparation  of a list  of  shareholders
arranged  by voting  group and by class or series of shares  within  each voting
group,  that is  alphabetical  within  each  class or series  and that shows the
address  of,  and the  number of shares of each  class or series  held by,  each
shareholder,  unless  such  a  record  shall  be  kept  at  the  office  of  the
corporation's  transfer  agent or registrar,  (v) maintain at the  corporation's
principal  office  the  originals  or copies of the  corporation's  articles  of
incorporation,  bylaws, minutes of all shareholders' meetings and records of all
action taken by  shareholders  without a meeting for the past three  years,  all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group,  a list of the names
and business  addresses of the current  directors  and  officers,  a copy of the
corporation's  most recent  corporate  report filed with the Secretary of State,
and financial  statements showing in reasonable detail the corporation's  assets
and  liabilities  and results of operations for the last three years,  (vi) have
general  charge of the  stock  transfer  books of the  corporation,  unless  the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) 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 chief
executive officer or by the board of directors.  Assistant secretaries,  if any,
shall have the same duties and powers,  subject to supervision by the secretary.
The directors and/or  shareholders may however  respectively  designate a person
other than the  secretary  or  assistant  secretary to keep the minutes of their
respective meetings.

                                       12

<PAGE>


      Any books,  records,  or minutes of the corporation may be in written form
or in any form capable of being  converted into written form within a reasonable
time.

      Section 10.  Treasurer.  The treasurer  shall be the  principal  financial
officer  of the  corporation,  shall  have the care and  custody  of all  funds,
securities,  evidences  of  indebtedness  and  other  personal  property  of the
corporation  and shall deposit the same in accordance  with the  instructions of
the board of directors. Subject to the limits imposed by the board of directors,
he shall receive and give receipts and acquittances for money paid in on account
of the  corporation,  and shall pay out of the  corporation's  funds on hand all
bills,  payrolls and other just debts of the corporation of whatever nature upon
maturity.  He shall  perform  all other  duties  incident  to the  office of the
treasurer  and, upon request of the board,  shall make such reports to it as may
be  required  at any  time.  He  shall,  if  required  by the  board,  give  the
corporation a bond in such sums and with such sureties as shall be  satisfactory
to the board,  conditioned  upon the faithful  performance of his duties and for
the restoration to the  corporation of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the  corporation.  He shall have such other  powers  and  perform  such other
duties as may from time to time be  prescribed  by the board of directors or the
chief executive officer. The assistant  treasurers,  if any, shall have the same
powers and duties, subject to the supervision of the treasurer.

      The  treasurer  shall  also be the  principal  accounting  officer  of the
corporation.  He shall  prescribe  and  maintain  the  methods  and  systems  of
accounting  to be  followed,  keep  complete  books and  records  of  account as
required by the Utah Business Corporation Act, prepare and file all local, state
and federal tax returns,  prescribe and maintain an adequate  system of internal
audit and prepare and  furnish to the chief  executive  officer and the board of
directors   statements  of  account  showing  the  financial   position  of  the
corporation and the results of its operations.

                                       13

<PAGE>


                                    ARTICLE V
                                    ---------

                                      Stock
                                      -----

      Section 1.  Certificates.  The board of directors  shall be  authorized to
issue any of its classes of shares with or without  certificates.  The fact that
the  shares  are not  represented  by  certificates  shall have no effect on the
rights  and  obligations  of  shareholders.  If the shares  are  represented  by
certificates,  such  shares  shall  be  represented  by  consecutively  numbered
certificates  signed,  either  manually  or by  facsimile,  in the  name  of the
corporation by the chief executive  officer and one other officer  designated by
the board of directors. The signatures of the 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 an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been  placed  upon such  certificate  shall have  ceased to be such  officer
before such certificate is issued, such certificate may nonetheless be issued by
the  corporation  with the same effect as if he were such officer at the date of
its issue. All certificates shall be consecutively numbered and the names of the
owners,  the  number of  shares,  and the date of issue  shall be entered on the
books of the corporation.  Each certificate representing shares shall state upon
its face:

            (i)   That the  corporation  is organized  under the laws of
      Utah;

            (ii) The name of the person to whom issued;

            (iii) The number and class of the shares and the  designation of the
      series, if any, the certificate represents;

            (iv) If the corporation is authorized to issue different  classes of
      shares or different  series within a class,  a summary on the front or the
      back, of the designations,  preferences,  limitations, and relative rights
      applicable to each class, the variations and preferences, limitations, and
      relative rights determined for each series, and the authority of the board
      of directors to determine variations for any existing or future classes or
      series. Alternatively,  a conspicuous statement, on the front or the back,
      that the  corporation  will  furnish  to the  shareholder,  on  request in
      writing,  and without  charge,  information  concerning the  designations,
      preferences,  limitations,  and relative rights  applicable to each class,
      the variations in preferences, limitations, and relative rights determined
      for each series,  and the authority of the board of directors to determine
      variations for any existing or future classes or series; and

            (v) Any restrictions imposed by the corporation upon the transfer of
      the shares represented by the certificate.

      If shares are not  represented by  certificates,  within a reasonable time
following the issue or transfer of such shares,  the corporation  shall send the
shareholder a complete written  statement of all of the information  required to
be provided to holders of uncertificated shares by the Utah Business Corporation
Act.

      Section 2. Consideration for Shares. Certificated or uncertificated shares
shall not be issued  until the shares  represented  thereby are fully paid.  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.  The terms
and conditions of any tangible or intangible  property or benefit to be provided
in the  future to the  corporation,  including  contracts  or  arrangements  for
services to be performed, shall be set forth in writing. However, the failure to
set forth the terms and  conditions  in writing  does not affect the validity of
the  issuance of any shares  issued for any  consideration,  or their  status as
fully paid and nonassessable shares.

                                       14

<PAGE>


      Section 3. Lost Certificates.  In case of the alleged loss, destruction or
mutilation  of a  certificate  of stock,  the board of directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as the board may  prescribe.  The board of directors may in
its discretion  require an affidavit of lost  certificate  and/or a bond in such
form and amount and with such surety as it may  determine  before  issuing a new
certificate.

      Section 4. Transfer of Shares.  Upon surrender to the  corporation or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  and receipt of such documentary  stamps as may be required by law and
evidence  of  compliance   with  all  applicable   securities   laws  and  other
restrictions,  the  corporation  shall  issue a new  certificate  to the  person
entitled thereto,  and cancel the old certificate.  Every such transfer of stock
shall be entered on the stock  books of the  corporation  which shall be kept at
its principal  office or by the person and the place  designated by the board of
directors.

      Except as otherwise  expressly  provided in Article II, Sections 7 and 11,
and except for the  assertion of  dissenters'  rights to the extent  provided in
Part 13 of the Utah Business  Corporation Act, the corporation shall be entitled
to treat the  registered  holder of any shares of the  corporation  as the owner
thereof for all purposes,  and the  corporation  shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights  deriving
from such  shares on the part of any person  other than the  registered  holder,
including,  without  limitation,  any purchaser,  assignee or transferee of such
shares or rights  deriving from such shares,  unless and until such other person
becomes the  registered  holder of such shares,  whether or not the  corporation
shall have either actual or constructive  notice of the claimed interest of such
other person.

      Section 5. Transfer Agent, Registrars and Paying Agents. The board may, at
its discretion,  appoint one or more transfer agents,  registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation.  Such agents and registrars may be located either within or outside
Utah.  They shall have such  rights  and  duties and shall be  entitled  to such
compensation as may be agreed.

                                   ARTICLE VI
                                   ----------

                       Indemnification of Certain Persons
                       ----------------------------------

      Section 1. Indemnification.  For purposes of Article VI, a "Proper Person"
means any person (including the estate or personal representative of a director)
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending,  or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or investigative,  and whether formal or informal,  by reason of
the fact that he is or was a director, officer, employee,  fiduciary or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  partner, trustee,  employee,  fiduciary or agent of another
foreign or domestic  corporation or other person or of an employee benefit plan.
The corporation  shall indemnify any Proper Person against  reasonably  incurred
expenses (including attorneys' fees), judgments, penalties, fines (including any
excise tax assessed  with respect to an employee  benefit plan) and amounts paid
in settlement reasonably incurred by him in connection with such action, suit or
proceeding  if it is  determined  by the  groups  set forth in Section 4 of this
Article that (i) he conducted himself in good faith, (ii) he reasonably believed
that his conduct was in, or not opposed to, the  corporation's  best  interests,
and  (iii) in the case of any  criminal  proceeding,  that he had no  reasonable
cause to believe his conduct was unlawful.

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      A  director's  conduct  with  respect to an  employee  benefit  plan for a
purpose  the  director  reasonably  believed  to be in, or not  opposed  to, the
interests of the  participants in and  beneficiaries of the plan is conduct that
satisfies the requirement in (ii) of this Section 1.


      No indemnification  shall be made under this Article VI to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a corporation in which the Proper Person was adjudged  liable to
the  corporation or in connection  with any other  proceeding  charging that the
Proper Person  derived an improper  personal  benefit,  whether or not involving
action in an official  capacity,  in which he was  adjudged  liable on the basis
that he derived an improper personal benefit. Official capacity means, when used
with respect to a director,  the office of director  and, when used with respect
to any other Proper Person, the office in a corporation held by the officer,  or
the  employment,  fiduciary or agency  relationship  undertaken by the employee,
fiduciary,  or agent on behalf of the  corporation.  Official  capacity does not
include service for any other domestic or foreign corporation or other person or
employee benefit plan. Further, indemnification under this Section in connection
with a proceeding brought by or in the right of the corporation shall be limited
to reasonable  expenses,  including attorneys' fees, incurred in connection with
the proceeding.

      Section 2. Right to  Indemnification.  The corporation shall indemnify any
Proper Person who was wholly successful,  on the merits or otherwise, in defense
of any  proceeding,  or in the  defense  of any claim,  issue,  or matter in the
proceeding,  to which he was entitled to indemnification under Section 1 of this
Article VI against expenses  (including  attorneys' fees) reasonably incurred by
him in connection with the proceeding without the necessity of any action by the
corporation other than the determination in good faith that the defense has been
wholly successful.

      Section 3. Effect of Termination of Action. The termination of any action,
suit or proceeding by judgment,  order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent is not, of itself,  determinative  that the
person seeking  indemnification  did not meet the standards of conduct described
in Section 1 of this  Article  VI.  Entry of a judgment  by consent as part of a
settlement  shall not be deemed an  adjudication  of liability,  as described in
Section 2 of this Article VI.

      Section 4. Groups Authorized to Make Indemnification Determination. Except
where  there is a right to  indemnification  as set forth in  Sections 1 or 2 of
this Article VI or where indemnification is ordered by a court in Section 5, any
indemnification  shall  be made by the  corporation  only as  determined  in the
specific  case by a proper group that  indemnification  of the Proper  Person is
permissible under the circumstances  because he has met the applicable standards
of conduct set forth in Section 1 of this Article VI. This  determination  shall
be made by (i) the board of directors by a majority  vote of those  present at a
meeting at which a quorum is present,  which quorum  shall  consist of directors
not parties to the proceeding  ("Quorum");  (ii) if a Quorum cannot be obtained,
the  determination  shall be made by a majority vote of a committee of the board
of directors  designated by the board,  which  committee shall consist of two or
more  directors  not parties to the  proceeding,  except that  directors who are
parties to the  proceeding may  participate in the  designation of directors for
the committee; (iii) by special legal counsel selected by a vote of the board of
directors or the  committee  in the manner  specified in this Section 4 or, if a
Quorum of the full board of directors  cannot be obtained and a committee cannot
be designated,  by special legal counsel selected by a majority vote of the full
board  (including  directors  who are  parties  to the  action);  or (iv) by the
shareholders,  by a  majority  of the votes  entitled  to be cast by  holders of
qualified shares present in person or by proxy at a meeting.

      Authorization of indemnification  and advance of expenses shall be made in
the same manner as the determination that indemnification or advance of expenses
is permissible except that, if the determination that indemnification or advance
of expenses is permissible is made by special legal  counsel,  authorization  of
indemnification  and advance of expenses shall be made by the body that selected
such counsel.

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      Section 5. Court-Ordered Indemnification.  Any Proper Person may apply for
indemnification  to the court  conducting  the proceeding or to another court of
competent  jurisdiction  for mandatory  indemnification  under Section 2 of this
Article VI, including indemnification for reasonable expenses incurred to obtain
court-ordered  indemnification.  If a court determines that the Proper Person is
entitled to indemnification  under Section 2 of this Article VI, the court shall
order indemnification including the Proper Person's reasonable expenses incurred
to  obtain  court-ordered  indemnification.  If the court  determines  that such
Proper Person is fairly and reasonably  entitled to  indemnification  in view of
all the relevant  circumstances,  whether or not he met the standards of conduct
set  forth  in  Section  1 of this  Article  VI or was  adjudged  liable  in the
proceeding,  the court may order such  indemnification as the court deems proper
except  that  in  connection  with  a  proceeding  by or in  the  right  of  the
corporation in which the Proper Person was adjudged  liable to the  corporation,
or in  connection  with any other  proceeding  charging  that the Proper  Person
derived an improper  personal  benefit,  whether or not involving  action in his
official capacity,  in which proceeding he was adjudged liable on the basis that
he derived an improper  personal  benefit,  indemnification  shall be limited to
reasonable expenses incurred.

      Section 6. Advance of Expenses.  Reasonable expenses (including attorneys'
fees)  incurred in  defending  an action,  suit or  proceeding  as  described in
Section 1 may be paid by the  corporation to any Proper Person in advance of the
final  disposition  of such  action,  suit or  proceeding  upon receipt of (i) a
written  affirmation  of such Proper  Person's good faith belief that he has met
the  standards  of conduct  prescribed  by Section 1 of this  Article VI, (ii) a
written  undertaking,  executed  personally or on the Proper Person's behalf, to
repay such  advances  if it is  ultimately  determined  that he did not meet the
prescribed  standards of conduct (the undertaking  shall be an unlimited general
obligation  of the Proper  Person but need not be  secured  and may be  accepted
without  reference  to  financial  ability  to  make  repayment),  and  (iii)  a
determination  is made by the proper  group (as  described  in Section 4 of this
Article  VI)  that the  facts as then  known to the  group  would  not  preclude
indemnification.  Determination  and  authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

      Section  7.  Additional  Indemnification  to  Certain  Persons  Other Than
Directors. In addition to the indemnification  provided to officers,  employees,
fiduciaries  or agents  because  of their  status as Proper  Persons  under this
Article, the corporation may also indemnify and advance expenses to them if they
are not  directors of the  corporation  to a greater  extent than is provided in
these bylaws, if not inconsistent with public policy, and if provided for in the
corporation's  articles of  incorporation,  by general or specific action of its
board of directors, or by contract.

      Section 8. Witness Expenses.  The sections of this Article VI do not limit
the corporation's  authority to pay or reimburse expenses incurred by a director
in connection  with an appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

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                                   ARTICLE VII
                                   -----------

                             Provision of Insurance
                             ----------------------

     By action of the board of  directors,  notwithstanding  any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the board of directors deems appropriate, on behalf of
any person who is or was a director,  officer,  employee,  fiduciary or agent of
the  corporation,  or who,  while  serving  as a  director,  officer,  employee,
fiduciary or agent of the  corporation,  is or was serving at the request of the
corporation as a director,  officer,  partner, trustee,  employee,  fiduciary or
agent of another  foreign or  domestic  corporation  or other  person,  or of an
employee benefit plan, against liability  asserted against,  or incurred by, him
in that  capacity  or  arising  out of his  status as such,  whether  or not the
corporation  would have the power to indemnify him against such liability  under
the  provisions  of Article VI or  applicable  law.  Any such  insurance  may be
procured from any insurance company  designated by the board of directors of the
corporation,  whether such insurance company is formed under the laws of Utah or
any  other  jurisdiction  of the  United  States  or  elsewhere,  including  any
insurance  company in which the  corporation has an equity interest or any other
interest, through stock ownership or otherwise.


                                  ARTICLE VIII
                                  ------------

                                  Miscellaneous
                                  -------------

     Section 1. Seal. The board of directors may adopt a corporate  seal,  which
shall be circular in form and shall contain the name of the  corporation and the
words, "Seal, Utah".

     Section 2.  Fiscal  Year.  The fiscal year of the  corporation  shall be as
established by the board of directors.

     Section 3.  Amendments.  The board of  directors  shall have power,  to the
maximum extent  permitted by the Utah Business  Corporation  Act, to make, amend
and repeal the bylaws of the  corporation  at any regular or special  meeting of
the board unless the shareholders, in making, amending or repealing a particular
bylaw,  expressly provide that the directors may not amend or repeal such bylaw.
The  shareholders  also shall have the power to make, amend or repeal the bylaws
of the  corporation at any annual  meeting or at any special  meeting called for
that purpose.

     Section 4.  Receipt Of Notices  By The  Corporation.  Notices,  shareholder
writings  consenting to action,  and other documents or writings shall be deemed
to have been received by the corporation when they are actually received: (i) at
the registered  office of the corporation in Utah; (ii) at the principal  office
of the  corporation  (as that office is designated  in the most recent  document
filed by the  corporation  with the  secretary of state for Utah  designating  a
principal   office)   addressed  to  the  attention  of  the  secretary  of  the
corporation;  (iii) by the secretary of the  corporation  wherever the secretary
may be found;  or; (iv) by any other person  authorized from time to time by the
board or directors  or the chief  executive  officer to receive  such  writings,
wherever such person is found.

     Section 5. Gender. The masculine gender is used in these bylaws as a matter
of convenience  only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

     Section 6. Conflicts.  In the event of any irreconcilable  conflict between
these  bylaws  and  either  the  corporation's   articles  of  incorporation  or
applicable law, the latter shall control.

     Section 7. Definitions.  Except as otherwise specifically provided in these
bylaws,  all terms used in these bylaws shall have the same definition as in the
Utah Business Corporation Act.

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