9
Exhibit No. 2
Western Media Group
Form 10-KSB
File No. 2-71164

                              BY-LAWS
                                OF
                       IONIC CONTROLS, INC.

                            ARTICLE I.

                           Shareholders

      Section  1.  Commencing in 1979, the annual meeting  of  the
shareholders  shall  be held on the second Monday  in  the  fourth
month  following the close of the last preceding  fiscal  year  at
such  place  as  may  be  designated  therefor  by  the  Board  of
Directors.  A notice setting out the time and place of the  annual
meeting  shall be mailed, postage prepaid, to each shareholder  of
record  at  his  address  as it appears  on  the  records  of  the
corporation,  or  if no such address appears, at  his  last  known
address,  at least ten days prior to the annual meeting,  but  any
shareholder may waive such notice either before, at, or after such
meeting  by attending the meeting in person or by a signed  waiver
in writing.

      Section  2.  At  the annual meeting, the shareholders  shall
elect  directors of the corporation for the ensuing year and shall
transact such other business as may come before them.

      Section  3.  A  special meeting of the shareholders  may  be
called  at any time by the President of the corporation and  shall
be  called by the Secretary upon the request in writing by two  or
more  members  of  the Board of Directors, upon the  vote  of  the
directors, or upon the request in Writing of shareholders  holding
not less than one-tenth of the outstanding shares of voting stock.
Such  meeting  shall be called by mailing to each  shareholder  of
record a notice thereof stating the time, place and object of  the
meeting, but any shareholder may waive such notice either  before,
at, or after such meeting by a signed waiver in writing.

      Section  4.  At  any shareholders meeting, each  shareholder
shall be entitled to one vote for each share of stock standing  in
his  name  on the books of the corporation as of the date  of  the
meeting.  Any shareholder may vote either in person or  by  proxy.
The presence in person or by proxy of the holders of a majority of
the  shares of stock entitled to vote at any shareholders  meeting
shall  constitute a quorum for the transaction of business. If  no
quorum  be  present  at any meeting, the shareholders  present  in
person or by proxy may adjourn the meeting to such future time  as
they  shall  agree  upon  without further  notice  other  than  by
announcement at the meeting at which such adjournment is taken.

      Section  5.  Any  action which might have been  taken  at  a
meeting  of  the shareholders may be taken without  a  meeting  if
authorized  by a writing or writings signed by all of the  holders
of  shares who would be entitled to a notice of a meeting for such
purpose.  Such action shall be effective on the date on which  the
last signature is placed on such writings, or such earlier date as
is set forth therein.

                            ARTICLE II.

                             Directors

                                E-7
<PAGE>

      Section  1.  The Board of Directors shall have  the  general
management  and  control  of  all  business  and  affairs  of  the
corporation  and  shall  exercise  all  the  powers  that  may  be
exercised or performed by the corporation under the statutes,  its
Articles of Incorporation, and its By-Laws.

      Section  2.  At the adoption of these By-Laws  and  until  a
resolution is adopted by the shareholders otherwise providing, the
number of directors shall be six. A majority of the directors then
holding office shall constitute a quorum.

      Section 3. Each director shall be elected for a term of  one
year,  and shall hold office for that term and until his successor
is  elected  and  qualifies. If a vacancy in the Board  occurs  by
reason  of  death, resignation, or otherwise, the vacancy  may  be
filled for the unexpired portion of the term in which it occurs by
a majority vote of the remaining directors.

      Section 4. The Board of Directors may meet regularly at such
time  and  place as it shall fix by resolution and  no  notice  of
regular meetings shall be required. Special meetings of the  Board
of  Directors may be called by the President or any two  directors
by  giving  at  least  three days' notice to  each  of  the  other
directors  by  mail, telephone, telegraph, or in person,  provided
that  such  notice may be waived either before,  at,  or  after  a
meeting by any director by a signed waiver in writing.

      Section  5.  Any  action which might have been  taken  at  a
meeting  of the Board of Directors may be taken without a  meeting
if  done in writing, signed by all of the directors, and any  such
action shall be as valid and effective in all respects as if taken
by the Board at a regular meeting.

      Section 6. The Board of Directors shall fix and change as it
may   from  time  to  time  determine  by  a  majority  vote,  the
compensation  to be paid the officers of the corporation  and,  if
deemed appropriate, the members of the Board of Directors.

      Section 7. Subject to the provisions of applicable laws  and
the  Articles of Incorporation, the Board of Directors shall  have
full power to determine whether any, and if any, what part of any,
funds  legally  available for the payment of  dividends  shall  be
declared  in dividends and paid to the shareholders; the  division
of  the whole or any part of such funds of this corporation  shall
rest  wholly within the discretion of the Board of Directors,  and
it  shall not be required at any time, against such discretion, to
divide  or pay any part of such funds among or to the stockholders
as dividends or otherwise.

      Section  8. Except as otherwise provided in Article  III  of
these  By-Laws, the Board of Directors may, in its discretion,  by
the  affirmative  vote  of a majority of  the  directors,  appoint
committees which shall have and may exercise such powers as  shall
be  conferred or authorized by the resolutions appointing them.  A
majority  of  any such committee, if the committee be composed  of
more  than two members, may determine its action and fix the  time
and  place  of  its meetings, unless the Board of Directors  shall
otherwise provide. The Board of Directors shall have power at  any
time  to  fill vacancies In, to change the membership  of,  or  to
discharge any such committee.

                           ARTICLE III.

                                E-8
<PAGE>

                        Executive Committee

     The Board of Directors may by unanimous affirmative action of
the  entire  Board  designate  two or  more  of  their  number  to
constitute  an Executive Committee which, to the extent determined
by  unanimous  affirmative action of the  Board,  shall  have  and
exercise  the  authority of the Board in  the  management  of  the
business  of the corporation. Such Executive Committee  shall  act
only  in  the interval between meetings of the Board and shall  be
subject at all times to the control and direction of the Board.

                            ARTICLE IV.

                             Officers

      Section  1.  The  officers of this corporation  shall  be  a
President,  one or more Vice Presidents (any one of which  may  be
designated  as Executive Vice President in the discretion  of  the
directors),  a Treasurer, a Secretary, and such other and  further
officers,  including  any  number  of  Assistant  Secretaries  and
Assistant Treasurers as may be deemed necessary from time to  time
by  the  Board of Directors. One person may hold any  two  offices
other  than those of President and Vice President. Not  more  than
two  offices  shall be held by any one person. Each officer  shall
serve  at  the pleasure of the Board of Directors until  the  next
annual meeting of the directors and until his successor is elected
and  qualifies.  Notwithstanding,  the  foregoing,  the  Board  of
Directors  shall  have  the  power  and  authority  to  cause  the
corporation to enter into employment agreements or contracts  with
any  of the officers of the corporation for periods exceeding  one
year.

     Section 2. The President shall preside at all meetings of the
Board  of  Directors  and  of the shareholders,  shall  take  such
reports to the Board of Directors and the shareholders as may from
time  to  time be required, and shall have such other  powers  and
shall  perform  such  other  duties  incident  to  the  office  of
President  or as may be from time to time assigned to him  by  the
Board of Directors.

      Section 3. The Vice Presidents of the corporation shall each
have  such  powers  and  duties  as  generally  pertain  to  their
respective offices, as well as such powers and duties as from time
to time may be conferred by the Board of Directors. In the case of
the  death, resignation or disability of the President,  the  Vice
President designated as Executive Vice President, or if none,  the
Vice President who has held that office for the longest continuous
period  of time, shall assume that duties and responsibilities  of
the President until further action by the Board of Directors.

      Section 4. The Secretary shall keep a record of the meetings
and proceedings of the directors and shareholders, have custody of
the corporate seal and of other corporate records not specifically
entrusted  to some other official by these By-Laws or by direction
of  the  Board of Directors, and shall give notice of meetings  as
are required by these By-Laws or by the directors.

      Section  5. The Treasurer shall keep accounts of all  monies
and assets of the corporation received or disbursed, shall deposit
all  funds in the name of and to the credit of the corporation  in
such  banks  or  depositories or with such custodians  as  may  be
authorized to receive the same by

                                E-9
<PAGE>

these  By-Laws  or the Board of Directors, and shall  render  such
accounts thereof as may be required by the Board of Directors, the
President, or the shareholders.

                            ARTICLE V.

                              Office

      The  principal office of this corporation shall be  at  such
place  as the Board of Directors shall fix from time to time.  The
corporation  may  also  have an office or offices  at  such  other
places  and  in  such other states or countries as  the  Board  of
Directors may from time to time authorize and establish.

                            ARTICLE VI.

                               Seal

      The corporation shall have a corporate seal which shall bear
the  name  of  the  corporation and  the  name  of  the  state  of
incorporation and the words "corporate seal." It shall be in  such
form and bear such other inscription as the Board of Directors may
determine or approve.

                           ARTICLE VII.

                        General Provisions

      Section 1. Shares of stock in this corporation not exceeding
the  authorized  number thereof as specified in  the  Articles  of
Incorporation  may be issued, and certificates therefor  shall  be
authenticated  by  the  President or any Vice  President  and  the
Secretary  or  Treasurer  upon  authorization  by  the  Board   of
Directors and receipt by the corporation of such consideration for
such  shares  as shall be specified by the Board of Directors.  In
the  event-that a bank, trust company or other similarly qualified
corporation  is  designated and agrees to  act  as  the  registrar
and/or transfer agent for the corporation, then the signatures  of
the  officers specified above and the seal of the corporation  may
be  imprinted  upon the stock certificates by facsimile  and  said
certificates  may be authenticated by signature of  an  authorized
agent of the said registrar and/or transfer agent. The officers of
the  corporation  may  delegate  to  such  transfer  agent  and/or
registrar  such  of  the  duties relating  to  the  recording  and
maintenance   of  records  relating  to  shares   of   stock   and
shareholders  of  the corporation as may be deemed  expedient  and
convenient  and  as are assumed by said registrar and/or  transfer
agent.

      Section  2. The Board of Directors may establish  reasonable
regulations for recording of transfers of shares of stock in  this
corporation, and may establish a date, not earlier than  ten  days
prior  to  any shareholders' meeting, as of which the shareholders
entitled  to  vote  and  participate in any shareholders'  meeting
shall be determined.

      Section 3. From time to time as it may deem appropriate  and
advantageous to the best interests of this corporation, the  Board
of Directors may establish such bonus, pension, profit

                               E-10
<PAGE>

sharing,  stock  bonus,  stock purchase, stock  option,  or  other
employee  incentive plans, as and for the benefit of such  of  the
corporation's  employees  as  it  in  its  sole  discretion  shall
determine.

      Section  4.  No  certificate for shares  of  stock  in  this
corporation,  or  any other security issued by  this  corporation,
shall  be issued in place of any certificate alleged to have  been
lost,  destroyed or stolen, except on production  of  evidence  of
such   loss,  destruction,  or  theft  and  on  delivery  to   the
corporation, if the Board of Directors shall so require, of a bond
of  indemnity in such amount (not exceeding twice the value of the
shares  represented  by such certificate),  upon  such  terms  and
secured  by  such  surety as the Board of  Directors  may  in  its
discretion require.

      Section 5. The directors in their discretion may submit  any
contract or act for approval or ratification at any annual meeting
of  the stockholders, or at any meeting of the stockholders called
for  the purpose on considering any such act or contract, and  any
contract or act that shall be approved or be ratified by the  vote
of  the  holders of a majority of the capital stock of the company
which  is  represented  in  person or by  proxy  at  such  meeting
(provided   that  a  lawful  quorum  of  stockholders   be   there
represented  in  person or by proxy) shall  be  as  valid  and  as
binding  upon  the  corporation and upon all the stockholders,  as
though  it  had been approved or ratified by every stockholder  of
the  corporation,  whether  or  not  the  contract  or  act  would
otherwise  be open to legal attack because of directors' interest,
or for any other reason.

                           ARTICLE VIII.

                          Indemnification

      Section 1. This corporation may indemnify any person who was
or  is  a  party  or  is  threatened to be made  a  party  to  any
threatened,   pending  or  completed  action,  suit,   proceeding,
whenever  brought,  whether  civil, criminal,  administrative,  or
investigative,  other than an action by or in  the  right  of  the
corporation, by reason of the fact that he 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 expense,  including
attorneys'  fees, judgments, fines, and amounts paid in settlement
actually and/or reasonably incurred by him in connection with such
action,  suit, or proceeding if he acted in good faith  and  in  a
manner he reasonably believed to be in or not opposed to the  best
interests  of  the corporation, and with respect to  any  criminal
action  or  proceeding, had no reasonable  cause  to  believe  his
conduct  was  unlawful. 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 or not opposed
to the best interests of the corporation, and, with respect to any
criminal  action  or proceeding, had reasonable cause  to  believe
that his conduct was unlawful.

      Section 2. This corporation may indemnify any person who was
or  is  a  party  or  is  threatened to be made  a  party  to  any
threatened pending, or completed action or suit, wherever brought,
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he 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,

                               E-11
<PAGE>

partnership,  joint  venture, trust, or other enterprise,  against
expense,   including  attorneys'  fees  actually  and   reasonably
incurred  by  him in connection with the defense or settlement  of
such  action or suit if he acted in good faith and in a manner  he
reasonably  believed to be in or not opposed to the best  interest
of  the  corporation and except that no indemnification  shall  be
made  in  respect of any claim, issue, or matter as to which  such
person  shall  have been adjudged to be liable for  negligence  or
misconduct  in  the  performance of his duty  to  the  corporation
unless  and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances  of
the  case,  such  person  is  fairly and  reasonably  entitled  to
indemnify for such expenses which such court shall deem proper.

      Section 3. To the extent that a director, officer, employee,
or  agent of this corporation has been successful on the merits or
otherwise  in defense of any action, suit, or proceeding  referred
to  in Sections 1 and 2 hereof, or in defense of any claim, issue,
or  matter  therein,  he  shall be indemnified  against  expenses,
including attorneys' fees, actually and reasonably incurred by him
in connection therewith.

      Section  4.  Any  indemnification under  Section  1,  unless
ordered  by  a  court,  shall be made by the corporation  only  as
authorized  in  the  specific  case  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.  Such  determination
shall be made (1) by the Board of Directors by a majority vote  of
a  quorum  consisting of directors who were not  parties  to  such
action,  suit,  or  proceeding,  or  (2)  if  such  a  quorum   of
disinterested  directors so directs, by independent legal  counsel
in   a   written   opinion,  or  (3)  by  the  stockholders.   Any
indemnification under Section 2 must be ordered by a court.

     Section 5. Expenses incurred in defending a civil or criminal
action,  suit,  or proceeding, may be paid by this corporation  in
advance  of  the  final  disposition  of  such  action,  suit,  or
proceeding  as authorized by the Board of Directors in the  manner
provided  in  Section 4 upon receipt of an undertaking  by  or  on
behalf of the director, officer, employee, or agent to repay  such
amount  unless  it  shall  untimately be  determined  that  he  is
entitled  to  be indemnified by the corporation as  authorized  in
this Article VIII.

      Section 6. The indemnification provided by this Article VIII
shall  continue  as to a person who has ceased to be  a  director,
officer, employee, or agent and shall inure to the benefit of  the
heirs,  executors,  and  administrators  of  such  a  person.   No
provision made to indemnify directors or officers for the  defense
of  any  civil or criminal action or proceeding, whether contained
in  the Articles of Incorporation, these By-Laws, a resolution  of
shareholders  or directors, an agreement or other  wise,  nor  any
award  of  indemnification  by  a court,  shall  be  valid  unless
consistent  with this Article. Nothing contained in these  By-Laws
shall  affect  any  rights to indemnification to  which  corporate
personnel  other than directors and officers may  be  entitled  by
contract or otherwise under law.

      Section  7.  This  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

                               E-12
<PAGE>

  incurred  by  him  in  any  such  capacity,  provided,  that  no
indemnification  shall be made under any policy of  insurance  for
any  act  which could not be indemnified by the corporation  under
this Article or these By-Laws.

     Section 8.

      (a)  No  indemnification, advancement or allowance shall  be
made under this Article in any circumstances where it appears:

          (1)  That the indemnification would be inconsistent with
     a  provision  of  the  Articles of Incorporation,  any  other
     section  of  these  By-Laws, a resolution  of  the  Board  of
     Directors  or of the accrual of the alleged cause  of  action
     asserted in the threatened or pending action or proceeding in
     which  the expenses were incurred or other amounts were paid,
     which prohibits or otherwise limits indemnification; or

          (2)  If  there  has been a settlement  approved  by  the
     court,  that  the indemnification would be inconsistent  with
     any  condition  with  respect  to  indemnification  expressly
     imposed by the court in approving the settlement.

     (b) If under the provision of this Article VIII, any expenses
or  other  amounts  are paid by way of indemnification,  otherwise
than by court order or action by the shareholders, the corporation
shall,  not  later  than the next annual meeting  of  shareholders
unless such payment, and, in any event, within 15 months from  the
date  of such payment, mail to its shareholders of record  at  the
time  entitled to vote for the election of directors, a  statement
specifying the persons paid, the amounts paid, and the nature  and
status  of the litigation or threatened litigation at the time  of
such payment.

                            ARTICLE IX.

                    Affirmative Action Program

      Section  1.  The  employment  policy  and  practice  of  the
corporation  shall  be  to recruit and to hire  employees  without
discrimination  because of race, religion, sex, age,  or  national
origin.  This policy shall apply to all employees with respect  to
compensation, recruitment, and opportunities for advancement.

      Section 2. The corporation shall comply in all respects with
Executive  Order #11246 and revised Order #4 pertaining  to  equal
opportunity and merit employment policies.

     Section 3. The corporation shall assert leadership within the
community  to  foster  and  encourage  full  employment   of   the
capabilities  and productivity of all citizens without  regard  to
race, religion, color, sex, age, or national origin.

      Section  4.  The corporation shall undertake  a  program  of
affirmative   action   to   make  known  that   equal   employment
opportunities are available on the basis of individual  merit  and
shall  encourage  all  persons  employed  by  it  to  strive   for
advancement on this basis.

                               E-13
<PAGE>

                            ARTICLE X.

                      Adoption and Amendment

      Section  1. These By-Laws shall become and remain  effective
until  amended  or  superseded as hereinafter provided  when  they
shall  have  been adopted by the Board of Directors named  in  the
Articles  of Incorporation or in the absence of such adoption,  by
the shareholders.

      Section  2.  The Board of Directors may alter or  may  amend
these By-Laws and may make or adopt additional By-Laws subject  to
the  power  of  the shareholders to change or repeal the  By-Laws,
except that the Board of Directors shall not make or alter any By-
Laws reducing the number of directors, their qualifications or the
terms of office.

      Section 3. The shareholders may alter or amend these By-Laws
and may make or adopt additional By-Laws by a majority vote at any
annual  meeting of the shareholders or any special meeting  called
for that purpose.

                     CERTIFICATE OF SECRETARY

     The undersigned does hereby certify:

      1. That he is the duly elected and acting Secretary of Ionic
Controls, Inc, a Minnesota corporation; and

     2.  That  the  foregoing By-Laws comprising of  Fifteen  (15)
pages  constitute the By-Laws of said corporation as duly  adopted
at  a  meeting of the Board of Directors thereof duly held on this
5th day of  August, 1977.

      IN  WITNESS WHEREOF, the undersigned has subscribed his name
and  affixed the seal of said corporation this 5th day of  August,
1977.

                                        /s/  Secretary

                               E-14
<PAGE>