BY-LAWS OF

               UNIVERSAL NETWORK OF AMERICA, INC.


                           ARTICLE I

                          SHAREHOLDERS


     Section 1.01  Annual Meeting.  The annual meeting of the shareholders
shall be held at such date and time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly-executed
waiver of notice thereof.  If the corporation shall fail to provide notice of
the annual meeting of the shareholders as set forth above, the annual meeting
of the shareholders of the corporation shall be held during the month of
November or December of each year as determined by the Board of Directors,
for the purpose of electing directors of the corporation to serve during the
ensuing year and for the transaction of such other business as may properly
come before the meeting.  If the election of the directors is not held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the president shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as is convenient.

     Section 1.02  Special Meetings.  Special meetings of the shareholders
may be called by the president or the Board of  Directors and shall be called
by the president at the written request of the holders of not less than 51%
of the issued and outstanding shares of capital stock of the corporation.

     All business lawfully to be transacted by the shareholders may be
transacted at any special meeting at any adjournment thereof. However, no
business shall be acted upon at a special meeting, except that referred to in
the notice calling the meeting, unless all of the outstanding capital stock
of the corporation is represented either in person or by proxy.  Where all of
the capital stock is represented, any lawful business may be transacted and
the meeting shall be valid for all purposes. 

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     Section 1.03  Place of Meetings.  Any meeting of the shareholders of
the corporation may be held at its principal office in the State of Nevada or
such other place in or out of the United States as the Board of Directors may
designate.  A waiver of notice signed by the shareholders entitled to vote
may designate any place for the holding of such meeting. 
     Section 1.04  Notice of Meetings. 

          (a)  The secretary shall sign and deliver to all shareholders of
     record written or printed notice of any meeting at least ten (10) days,
     but not more than sixty (60) days, before the date of such meeting;
     which notice shall state the place, date and time of the meeting, the
     general nature of the business to be transacted, and, in the case of
     any meeting at which directors are to be elected, the names of
     nominees, if any, to be presented for election.

          (b)  In the case of any meeting, any proper business may be
     presented for action, except that the following items shall be valid
     only if the general nature of the proposal is stated in the notice or
     written waiver of notice:

               (1)  Action with respect to any contract or transaction
          between the corporation and one or more of its directors or
          another firm, association, or corporation in which one or more of
          its directors has a material financial interest;

               (2)  Adoption of amendments to the Articles of
          Incorporation; or 

               (3)  Action with respect to the merger, consolidation,
          reorganization, partial or complete liquidation, or dissolution
          of the corporation.

          (c)  The notice shall be personally delivered or mailed by first
     class mail to each shareholder of record at the last known address
     thereof, as the same appears on the books of the corporation, and the
     giving of such notice shall be deemed delivered the date the same is
     deposited in the United States mail, postage prepaid.  If the address
     of any shareholder does not appear upon the books of the corporation,
     it will be sufficient to address any notice to such shareholder at the

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     principal office of the corporation.

          (d)  The written certificate of the person calling any meeting,
     duly sworn, setting forth the substance of the notice, the time and
     place the notice was mailed or personally delivered to the several
     shareholders, and the addresses to which the notice was mailed shall be
     prima facie evidence of the manner and fact of giving such notice.


     Section 1.05  Waiver of Notice.  If all of the shareholders of the
corporation shall waive notice of a meeting, no notice shall be required,
and, whenever all of the shareholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at such
meeting any corporate action may be taken.


     Section 1.06  Determination of Shareholders of Record.  

          (a)  The Board of Directors may at any time fix a future date as
     a record date for the determination of the shareholders entitled to
     notice of any meeting or to vote or entitled to receive payment of any
     dividend or other distribution or allotment of any rights or entitled
     to exercise any rights in respect of any other lawful action.  The
     record date so fixed shall not be more than sixty (60) days prior to
     the date of such meeting nor more than sixty (60) days prior to any
     other action.  When a record date is so fixed, only shareholders of
     record on that date are entitled to notice of and to vote at the
     meeting or to receive the dividend, distribution or allotment of
     rights, or to exercise their rights, as the case may be,
     notwithstanding any transfer of any shares on the books of the
     corporation after the record date.

          (b)  If no record date is fixed by the Board of Directors, then
     (1) the record date for determining shareholders entitled to notice of
     or to vote at a meeting of shareholders shall be at the close of
     business on the business day next preceding the day on which notice is
     given or, if notice is waived, at the close of business on the day next
     preceding the day on which the meeting is held; (2) the record date

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     for determining shareholders entitled to give consent to corporate action
     in writing without a meeting, when no prior action by the Board of
     Directors is necessary, shall be the day on which written consent is
     given; and (3) the record date for determining shareholders for any
     other purpose shall be at the close of business on the day on which the
     Board of Directors adopts the resolution relating thereto, or the
     sixtieth (60th) day prior to the date of such other action, whichever
     is later.


     Section 1.07  Quorum: Adjourned Meetings.

          (a)  At any meeting of the shareholders, a majority of the
     issued and outstanding shares of the corporation represented in person
     or by proxy, shall constitute a quorum.  
          (b)  If less than a majority of the issued and outstanding
     shares are represented, a majority of shares so represented may adjourn
     from time to time at the meeting, until holders of the amount of stock
     required to constitute a quorum shall be in attendance.  At any such
     adjourned meetingat which a quorum shall be present, any business may
     be transacted which might have been transacted as originally called. 
     When a shareholders' meeting is adjourned to another time or place,
     notice need not be given of the adjourned meeting if the time and place
     thereof are announced at the meeting at which the adjournment is taken,
     unless the adjournment is for more than ten (10) days in which event
     notice thereof shall be given. 


     Section 1.08  Voting.

          (a)  Each shareholder of record, such shareholder's duly
     authorized proxy or attorney-in-fact shall be entitled to one (1) vote
     for each share of stock standing registered in such shareholder's name
     on the books of the corporation on the record date.

          (b)  Except as otherwise provided herein, all votes with respect
     to shares standing in the name of an individual on the record date
     (included pledged shares) shall be cast only by
 
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     that individual or such individual's duly authorized proxy or attorney-
     in-fact.  With respect to shares held by a representative of the estate
     of a deceased shareholder, guardian, conservator, custodian or trustee,
     votes may be cast by such holder upon proof of capacity, even though the
     shares do not stand in the name of such holder.  In the case of shares 
     under the control of a receiver, the receiver may cast votes carried by
     such shares even though the shares do not stand in the name of the 
     receiver provided that the order of the court of competent jurisdiction
     which appoints the receiver contains the authority to cast votes carried by
     such shares.  If shares stand in the name of a minor, votes may be cast
     only by the duly-appointed guardian of the estate of such minor if such
     guardian has provided the corporation with written notice and proof of
     such appointment.

          (c)  With respect to shares standing in the name of a
     corporation on the record date, votes may be cast by such officer or
     agents as the by-laws of such corporation prescribe or, in the absence
     of an applicable by-law provision, by such person as may be appointed
     by resolution of the Board of Directors of such corporation.  In the
     event no person is so appointed, such votes of the corporation may be
     cast by any person (including the officer making the authorization)
     authorized to do so by the Chairman of the Board of Directors,
     President or any Vice President of such corporation.

          (d)  Notwithstanding anything to the contrary herein contained,
     no votes may be cast by shares owned by this corporation or its
     subsidiaries, if any.  If shares are held by this corporation or its
     subsidiaries, if any, in a fiduciary capacity, no votes shall be cast
     with respect thereto on any matter except to the extent that the
     beneficial owner thereof possesses and exercises either a right to vote
     or to give the corporation holding the same binding instructions on how
     to vote.

          (e)  With respect to shares standing in the name of two or more
     persons, whether fiduciaries, members of a partnership, joint tenants,
     tenants in common, husband and wife as community property, tenants by
     the entirety, voting trustees, persons entitled to vote under a
     shareholder voting agreement or otherwise and shares held by two or
     more persons

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     (including proxy holders) having the same fiduciary
     relationship respect in the same shares, votes may be cast in the
     following manner:

               (1)  If only one such person votes, the votes of such
          person binds all.

               (2)  If more than one person casts votes, the act of the
          majority so voting binds all.

               (3)  If more than one person casts votes, but the vote is
          evenly split on a particular matter, the votes shall be deemed
          cast proportionately as split.

          (f)  Any holder of shares entitled to vote on any matter may
     cast a portion of the votes in favor of such matter and refrain from
     casting the remaining votes or cast the same against the proposal,
     except in the case of elections of directors.  If such holder entitled
     to vote fails to specify the number of affirmative votes, it will be
     conclusively presumed that the holder is casting affirmative votes with
     respect to all shares held.

          (g)  If a quorum is present, the affirmative vote of holders of
     a majority of the shares represented at the meeting and entitled to
     vote on any matter shall be the act of the shareholders, unless a vote
     of greater number or voting by classes is required by the laws of the
     State of Nevada, the Articles of Incorporation and these By-Laws.


     Section 1.09  Proxies.  At any meeting of shareholders, any holder of
shares entitled to vote may authorize another person or persons to vote by
proxy with respect to the shares held by an instrument in writing and
subscribed to by the holder of such shares entitled to vote.  No proxy shall
be valid after the expiration of six (6) months from the date of execution
thereof, unless coupled with an interest or unless otherwise specified in the
proxy.  In no event shall the term of a proxy exceed seven (7) years from the
date of its execution.  Every proxy shall continue in full force and effect
until its expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly-executed proxy bearing a later date
with the

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secretary of the corporation.

     Section 1.10  Order of Business.  At the annual shareholders meeting,
the regular order of business shall be as follows:

               (1)  Determination of shareholders present and existence
          of quorum;

               (2)  Reading and approval of the minutes of the previous
          meeting or meetings;

               (3)  Reports of the Board of Directors, the president,
          treasurer and secretary of the corporation, in the order named;

               (4)  Reports of committee;

               (5)  Election of directors;

               (6)  Unfinished business;

               (7)  New business;

               (8)  Adjournment.


     Section 1.11  Absentees Consent to Meetings.  Transactions of any
meeting of the shareholders are as valid as though had at a meeting duly-held
after regular call and notice if a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy (and those who, although
present, either object at the beginning of the meeting to the transaction of
any business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of  matters not included
in the notice which are legally required to be included therein), signs a
written waiver of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof.  All such waivers, consents, and approvals
shall be filed with the corporate records and made a part of the minutes of
the meeting.  Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person objects at

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the beginning of the meeting to the transaction of any business because the 
meeting is not lawfully called or convened and except that attendance at a 
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice if such objection is expressly made at the 
beginning.  Neither the business to be transacted at nor the purpose of any
regular or special meeting of shareholders need be specified in any written 
waiver of notice, except as otherwise provided in Section 1.04(b) of these 
By-Laws.


     Section 1.12  Action Without Meeting.  Any action which may be taken by
the vote of the shareholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled to vote or
such greater proportion as may be required by the laws of the State of
Nevada, the Articles of Incorporation, or these ByLaws.  Whenever action is
taken by written consent, a meeting of shareholders needs not be called or
noticed.



                           ARTICLE II

                           DIRECTORS


     Section 2.01  Number, Tenure and Qualification.  Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of
at least one (1) but no more than nine (9) persons, who shall be elected at
the annual meeting of the shareholders of the corporation and who shall hold
office for one (1) year or until their successors are elected and qualify.


     Section 2.02  Resignation.  Any director may resign effective upon
giving written notice to the chairman of the Board of Directors, the
president, or the secretary of the corporation, unless the notice specifies
a later time for effectiveness of such resignation.  If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future date, the Board or the shareholders may elect a successor to take
office when the resignation becomes effective.

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     Section 2.03  Reduction in Number.  No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.


     Section 2.04  Removal.  

          (a)  The Board of Directors or the shareholders of the
     corporation, by a majority vote, may declare vacant the office of a
     director who has been declared incompetent by an order of a court of
     competent jurisdiction or convicted of a felony. 

     Section 2.05  Vacancies.  

          (a)  A vacancy in the Board of Directors because of death,
     resignation, removal, change in number of directors, or otherwise may
     be filled by the shareholders at any regular or special meeting or any
     adjourned meeting thereof or the remaining director(s) by the
     affirmative vote of a majority thereof.  A Board of Directors
     consisting of less than the maximum number authorized in Section 2.01
     of ARTICLE II constitutes vacancies on the Board of Directors for
     purposes of this paragraph and may be filled as set forth above
     including by the election of a majority of the remaining directors. 
     Each successor so elected shall hold office until the next annual
     meeting of shareholders or until a successor shall have been
     duly-elected and qualified.

          (b)  If, after the filling of any vacancy by the directors, the
     directors then in office who have been elected by the shareholders
     shall constitute less than a majority of the directors then in office,
     any holder or holders of an aggregate of five percent (5%) or more of
     the total number of shares entitled to vote may call a special meeting
     of shareholders to be held to elect the entire Board of Directors.  The
     term of office of any director shall terminate upon such election of a
     successor. 


     Section 2.06  Regular Meetings.  Immediately following the adjournment
of, and at the same place as, the annual meeting of the shareholders, the
Board of Directors, including directors newly

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elected, shall hold its annual meeting without notice, other than this 
provision, to elect officers of the corporation and to transact such further
business as may be necessary or appropriate.  The Board of Directors may 
provide by resolution the place, date and hour for holding additional regular
meetings.


     Section 2.07  Special Meetings.  Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman
upon the request of any two (2) directors or the president of the
corporation.


     Section 2.08  Place of Meetings.  Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada, or at
such other place in or out of the United States as the Board of Directors may
designate.  A waiver or notice signed by the directors may designate any
place for the holding of such meeting.


     Section 2.09  Notice of Meetings.  Except as otherwise provided in
Section 2.06, the chairman shall deliver to all directors written or printed
notice of any special meeting, at least three (3) days before the date of
such meeting, by delivery of such notice personally or mailing such notice
first class mail, or by telegram.  If mailed, the notice shall be deemed
delivered two (2) business days following the date the same is deposited in
the United States mail, postage prepaid.  Any director may waive notice of
any meeting, and the attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, unless such attendance is for the express
purpose of objecting to the transaction of business threat because the
meeting is not properly called or convened.


     Section 2.10  Quorum: Adjourned Meetings.

          (a)  A majority of the Board of Directors in office shall
     constitute a quorum.

          (b)  At any meeting of the Board of Directors where a quorum is
     not present, a majority of those present may

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     adjourn, from time to time, until a quorum is present, and no notice of 
     such adjournment shall be required.  At any adjourned meeting where a 
     quorum is present, any business may be transacted which could have been 
     transacted at the meeting originally called.


     Section 2.11  Action  Without Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if a written consent thereto
is signed by all of the members of the Board of Directors or of such
committee.  Such written consent or consents shall be filed with the minutes
of the proceedings of the Board of Directors or committee.  Such action by
written consent shall have the same force and effect as the unanimous vote of
the Board of Directors or committee.


     Section 2.12  Telephonic Meetings.  Meetings of the Board of Directors
may be held through the use of a conference telephone or similar
communications equipment so long as all members participating in such meeting
can hear one another at the time of such meeting.  Participation in such a
meeting constitutes presence in person at such meeting.

     Section 2.13  Board Decisions.  The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.

     Section 2.14  Powers and Duties.  

          (a)  Except as otherwise provided in the Articles of
     Incorporation or the laws of the State of Nevada, the Board of
     Directors is invested with the complete and unrestrained authority to
     manage the affairs of the corporation, and is authorized to exercise
     for such purpose as the general agent of the corporation, its entire
     corporate authority in such manner as it sees fit.  The Board of
     Directors may delegate any of its authority to manage, control or
     conduct the current business of the corporation to any standing or
     special committee or to any officer or agent and to appoint any persons
     to be agents of the corporation with such powers, including the power
     to sub-delegate, and upon such terms as

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     may be deemed fit.

          (b)  The Board of Directors shall present to the shareholders at
     annual meetings of the shareholders, and when called for by a majority
     vote of the shareholders at a special meeting of the shareholders, a
     full and clear statement of the condition of the corporation, and
     shall, at request, furnish each of the shareholders with a true copy
     thereof.

          (c)  The Board of Directors, in its discretion, may submit any
     contract or act for approval or ratification at any annual meeting of
     the shareholders or any special meeting properly called for the purpose
     of considering any such contract or act, provided a quorum is present. 
     The contract or act shall be valid and binding upon the corporation and
     upon all the shareholders thereof, if approved and ratified by the
     affirmative vote of a majority of the shareholders at such meeting.

          (d)  In furtherance and not in limitation of the powers
     conferred by the laws of the State of Nevada, the Board of Directors is
     expressly authorized and empowered to issue stock of the Corporation
     for money, property, services rendered, labor performed, cash advanced,
     acquisitions for other corporations or for any other assets of value in
     accordance with the action of the Board of Directors without vote or
     consent of the shareholders and the judgment of the Board of Directors
     as to the value received and in return therefore shall be conclusive
     and said stock, when issued, shall be fully-paid and non-assessable.

     Section 2.15  Compensation.  The directors shall be allowed and paid
all necessary expenses incurred in attending any meetings of the Board, but
shall not receive any compensation for their services as directors until such
time as the corporation is able to declare and pay dividends on its capital
stock.

     Section 2.16  Board Officers.

          (a)  At its annual meeting, the Board of Directors shall elect,
     from among its members, a chairman to preside at the meetings of the
     Board of Directors.  The Board of Directors may also elect such other
     board officers and for such term as

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     it may, from time to time, determine advisable.

          (b)  Any vacancy in any board office because of death,
     resignation, removal or otherwise may be filled by the Board of
     Directors for the unexpired portion of the term of such office.

     Section 2.17  Order of Business.  The order of business at any meeting
of the Board of Directors shall be as follows:

               (1)  Determination of members present and existence of
          quorum;

               (2)  Reading and approval of the minutes of any previous
          meeting or meetings;

               (3)  Reports of officers and committeemen;

               (4)  Election of officers;

               (5)  Unfinished business;

               (6)  New business;

               (7)  Adjournment.



                          ARTICLE III

                            OFFICERS


     Section 3.01  Election.  The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and
until their successors are elected and qualify.  Any person may hold two or
more offices.  The Board of Directors may, from time to time, by resolution,
appoint one or more vice presidents, assistant secretaries, assistant
treasurers and transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
 
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     Section 3.02  Removal; Resignation.  Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interest of the corporation would be served thereby.  Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to
which the resigning officer is a party.


     Section 3.03  Vacancies.  Any vacancy in any office because 
of death, resignation, removal, or otherwise may be filled by the 
Board of Directors for the unexpired portion of the term of such 
office.


     Section 3.04  President.  The president shall be the general manager
and executive officer of the corporation, subject to the supervision and
control of the Board of Directors, and shall direct the corporate affairs,
with full power to execute all resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the corporation. 
The president shall preside at all meetings of the shareholders and shall
sign the certificates of stock issued by the corporation, and shall perform
such other duties as shall be prescribed by the Board of Directors. 

     Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to
act and to vote at any meetings of the shareholders of any corporation in
which the corporation may hold stock and, at any such meetings, shall possess
and may exercise any and all rights and powers incident to the ownership of
such stock.  The Board of Directors, by resolution from time to time, may
confer like powers on any person or persons in place of the president to
represent the corporation for these purposes.


     Section 3.05  Vice President.  The Board of Directors may elect one or
more vice presidents who shall be vested with all the powers and perform all
the duties of the president whenever the president is absent or unable to
act, including the signing of the certificates of stock issued by the
corporation, and the vice president shall perform such other duties as shall
be prescribed by the Board of Directors.

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     Section 3.06  Secretary.  The secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in books provided for
that purpose.  The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or
appropriate committee may direct, and shall, in general perform all duties
incident to the office of the secretary.  All corporate books kept by the
secretary shall be open for examination by any director at any reasonable
time. 


     Section 3.07  Assistant Secretary.  The Board of Directors may appoint
an assistant secretary who shall have such powers and perform such duties as
may be prescribed for him by the secretary of the corporation or by the Board
of Directors.


     Section 3.08  Treasurer.  The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the
Board of Directors, and shall have custody of all the funds and securities of
the corporation.  When necessary or proper, the treasurer shall endorse on
behalf of the corporation for collection checks, notes and other obligations,
and shall deposit all monies to the credit of the corporation in such bank or
banks or other depository as the Board of Directors may designate, and shall
sign all receipts and vouchers for payments made by the corporation.  Unless
otherwise specified by the Board of Directors, the treasurer shall sign with
the president all bills of exchange and promissory notes of the corporation,
shall also have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities and such other property belonging to
the corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these By-laws or by the Board of Directors to be
signed by the treasurer.  The treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of
all monies received and paid on account of the corporation and whenever
required by the
 
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Board of Directors, the treasurer shall render a statement of
any or all accounts.  The treasurer shall at all reasonable times exhibit the
books of account to any directors of the corporation and shall perform all
acts incident to the position of treasurer subject to the control of the
Board of Directors.  The treasurer shall, if required by the Board of
Directors,give a bond to the corporation in such sum and with such security
as shall be approved by the Board of Directors for the faithful performance
of all the duties of the treasurer and for restoration to the corporation in
the event of the treasurer's death, resignation, retirement, or removal from
office, of all books, records, papers, vouchers, money and other property
belonging to the corporation.  The expense of such bond shall be borne by the
corporation.  

     Section 3.09  Assistant Treasurer.  The Board of Directors may appoint
an assistant treasurer who shall have such powers and perform such duties as
may be prescribed by the treasurer of the corporation or by the Board of
Directors, and the Board of Directors may require the assistant treasurer to
give a bond to the corporation in such sum and with such security as it may
approve,for the faithful performance of the duties of assistant treasurer,
and for the restoration to the corporation, in the event of the assistant
treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation.  The expense of such bond shall be borne by the corporation.



                           ARTICLE IV

                          CAPITAL STOCK

     Section 4.01  Issuance.  Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.


     Section 4.02  Certificates.  Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the president or

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the vice president and also by the secretary or an assistant secretary.  Each
certificate shall contain the name of the record holder, the number, 
designation, if any, class or series of shares represented, a statement of 
summary of any applicable rights, preferences, privileges, or restrictions 
thereon, and a statement that the shares are assessable, if applicable.  All 
certificates shall be consecutively numbered.  The name and address of the 
shareholder, the number of shares, and the date of issue shall be entered on 
the stock transfer books of the corporation. 


     Section 4.03  Surrender: Lost or Destroyed Certificates.  All
certificates surrendered to the corporation, except those representing shares
of treasury stock, shall be canceled and no new certificates shall be issued
until the former certificate for a like number of shares shall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor.  However, any shareholder
applying for the issuance of a stock certificate in lieu of one alleged to
have been lost, stolen, destroyed or mutilated shall, prior to the issuance
of a replacement, provide the corporation with his, her or its affidavit of
the facts surrounding the loss, theft, destruction or mutilation and an
indemnity bond in an amount and upon such terms as the treasurer, or the
Board of Directors, shall require.  In no case shall the bond be in amount
less than twice the current market value of the stock and it shall indemnify
the corporation against any loss, damage, cost or inconvenience arising as a
consequence of the issuance of a replacement certificate. 


     Section 4.04  Replacement Certificate.  When the Articles of
Incorporation are amended in any way affecting the statements contained in
the certificates for outstanding shares of capital stock of the corporation
or it becomes desirable for any reason, including, without limitation, the
merger or consolidation of the corporation with another corporation or the
reorganization of the corporation, to cancel any outstanding certificate for
shares and issue a new certificate therefor conforming to the rights of the
holder, the Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. 
The order may provide that a holder of any certificate(s) ordered to be
surrendered shall not be entitled to
 
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vote, receive dividends or exercise any other rights of shareholders until
the holder has complied with the order provided that such order operates to
suspend such rights only after notice and until compliance.


     Section 4.05  Transfer of Shares.  No transfer of stock shall be valid
as against the corporation except on surrender and cancellation by the
certificate therefor, accompanied by an assignment or transfer by the
registered owner made either in person or under assignment.  Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.


     Section 4.06  Transfer Agent.  The Board of Directors may appoint one
or more transfer agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such transfer agent
and such registrar of transfer. 


     Section 4.07  Stock Transfer Books.  The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the
shareholders and shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time, may be fixed
by the Board of Directors, and, during such periods, no stock shall be
transferable.  


     Section 4.08  Miscellaneous.  The Board of Directors shall have the
power and authority to make such rules and regulations not inconsistent
herewith as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of the capital stock of the
corporation.







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<PAGE>

                           ARTICLE V

                           DIVIDENDS


     Section 5.01   Dividends may be declared, subject to the provisions
of the laws of the State of Nevada and the Articles of Incorporation, by the
Board of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium.  The Board of
Directors may fix in advance a record date, as provided in Section 1.06 of
these By-laws, prior to the dividend payment for the purpose of determining
shareholders entitled to receive payment of any dividend.  The Board of
Directors may close the stock transfer books for such purpose for a period of
not more than ten (10) days prior to the payment date of such dividend.



                           ARTICLE VI

     OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS


     Section 6.01  Principal Office.  The principal office of the
corporation in the State of Nevada shall be the Law Offices of Max C. Tanner,
2950 East Flamingo Road, Suite G, Las Vegas, Nevada  89121, and the
corporation may have an office in any other state or territory as the Board
of Directors may designate.


     Section 6.02  Records.  The stock transfer books and a certified copy
of the By-laws, Articles of Incorporation, any amendments thereto, and the
minutes of the proceedings of the shareholders, the Board of Directors, and
committees of the Board of Directors shall be kept at the principal office of
the corporation for the inspection of all who have the right to see the same
and for the transfer of stock.  All other books of the corporation shall be
kept at such places as may be prescribed by  the Board of Directors.


     Section 6.03  Financial Report on Request.  Any shareholder or

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<PAGE>
shareholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period
of the current fiscal year ended more than thirty (30) days prior to the date
of the request and a balance sheet of the corporation as of the end of such
period.  In addition, if no annual report for the last fiscal year has been
sent to shareholders, such shareholder or shareholders may make a request for
a balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year.  The
statement shall be delivered or mailed to the person making the request
within thirty (30) days thereafter.  A copy of the statements shall be kept
on file in the principal office of the corporation for twelve (12) months,
and such copies shall be exhibited at all reasonable times to any shareholder
demanding an examination of them or a copy shall be mailed to each
shareholder.  Upon request by any shareholder, there shall be mailed to the
shareholder a copy of the last annual, semiannual or quarterly income
statement which it has prepared and a balance sheet as of the end of the
period.  The financial statements referred to in this Section 6.03 shall be
accompanied by the report thereon, if any, of any independent accountants
engaged by the corporation or the certificate of an authorized officer of the
corporation that such financial statements were prepared without audit from
the books and records of the corporation. 


     Section 6.04  Right of Inspection.

          (a)  The accounting books and records and minutes of proceedings
     of the shareholders and the Board of Directors and committees of the
     Board of Directors shall be open to inspection upon the written demand
     of any shareholder or holder of a voting trust certificate at any
     reasonable time during usual business hours for a purpose reasonably
     related to such holder's interest as a shareholder or as the holder of
     such voting trust certificate.  This right of inspection shall extend
     to the records of the subsidiaries, if any, of the corporation.  Such
     inspection may be made in person or by agent or attorney, and the right
     of inspection includes the right to copy and make extracts.

          (b)  Every director shall have the absolute right at any

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<PAGE>
     reasonable time to inspect and copy all books, records and documents of
     every kind and to inspect the physical properties of the corporation
     and/or its subsidiary corporations.  Such inspection may be made in
     person or by agent or attorney, and the right of inspection includes
     the right to copy and make extracts.


     Section 6.05  Corporate Seal.  The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise.  Except
when otherwise specifically provided herein, any officer of the corporation
shall have the authority to affix the seal to any document requiring it.


     Section 6.06  Fiscal Year.  The fiscal year-end of the corporation
shall be the calendar year or such other term as may be fixed by resolution
of the Board of Directors.


     Section 6.07  Reserves.  The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to
provide for contingencies, or to equalize dividends or to repair or maintain
any property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may
modify or abolish any such reserves in the manner in which they were created.



                          ARTICLE VII

                        INDEMNIFICATION


     Section 7.01  Indemnification.  The corporation shall, unless
prohibited by Nevada Law, indemnify any person (an "Indemnitee") who is or
was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be so involved in any threatened, pending or
completed action suit or 

                                   -21-
<PAGE>
proceeding, whether civil, criminal, administrative, arbitrative or 
investigative, including without limitation, any action, suit
or proceeding brought by or in the right of the corporation to procure a
judgment in its favor (collectively, a "Proceeding") 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, employee benefit plan or other entity or enterprise, against
all Expenses and Liabilities actually and reasonably incurred by him in
connection with such Proceeding.  The right to indemnification conferred in
this Article shall be presumed to have been relied upon by the directors,
officers, employees and agents of the corporation and shall be enforceable as
a contract right and inure to the benefit of heirs, executors and
administrators of such individuals.  

     Section 7.02  Indemnification Contracts.  The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and perform
agreements or other arrangements to provide any Indemnitee with specific
rights of indemnification in addition to the rights provided hereunder to the
fullest extent permitted by Nevada Law.  Such agreements or arrangements may
provide (i) that the Expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding, must be paid by the
corporation as they are incurred and in advance of the final disposition of
any such action, suit or proceeding provided that, if required by Nevada Law
at the time of such advance, the officer or director provides an undertaking
to repay such amounts if it is ultimately determined by a court of competent
jurisdiction that such individual is not entitled to be indemnified against
such expenses, (iii) that the Indemnitee shall be presumed to be entitled to
indemnification under this Article or such agreement or arrangement and the
corporation shall have the burden of proof to overcome that presumption,
(iii) for procedures to be followed by the corporation and the Indemnitee in
making any determination of entitlement to indemnification or for appeals
therefrom and (iv) for insurance or such other Financial Arrangements
described in Paragraph 7.02 of this Article, all as may be deemed appropriate
by the Board of Directors at the time of execution of such agreement or
arrangement.

                                     -22-
<PAGE>
     Section 7.03  Insurance and Financial Arrangements.  The corporation
may, unless prohibited by Nevada Law, purchase and maintain insurance or make
other financial arrangements ("Financial Arrangements") on behalf of any
Indemnitee for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee or agent, or
arising out of his status as such, whether or not the corporation has the
authority to indemnify him against such liability and expenses. Such other
Financial Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest
or other lien on any assets of the corporation, or (iv) the establishment of
a letter of credit, guaranty or surety.


     Section 7.04  Definitions.  For purposes of this Article:

          Expenses.  The word "Expenses" shall be broadly construed and,
     without limitation, means (i) all direct and indirect costs incurred,
     paid or accrued, (ii) all attorneys' fees, retainers, court costs,
     transcripts, fees of experts, witness fees, travel expenses, food and
     lodging expenses while traveling, duplicating costs, printing and
     binding costs, telephone charges, postage, delivery service, freight or
     other transportation fees and expenses, (iii) all other  disbursements
     and out-of-pocket expenses, (iv) amounts paid in settlement, to the
     extent permitted by Nevada Law, and (v) reasonable compensation for
     time spent by the Indemnitee for which he is otherwise not compensated
     by the corporation or any third party, actually and reasonably incurred
     in connection with either the appearance at or investigation, defense,
     settlement or appeal of a Proceeding or establishing or enforcing a
     right to indemnification under any agreement or arrangement, this
     Article, the Nevada Law or otherwise; provided, however, that
     "Expenses" shall not include any judgments or fines or excise taxes or
     penalties imposed under the Employee Retirement Income Security Act of
     1974, as amended ("ERISA") or other excise taxes or penalties.

          Liabilities.  "Liabilities" means liabilities of any 
     type whatsoever, including, but not limited to, judgments or 
     fines, ERISA or other excise taxes and penalties, and 

                                     -23-
<PAGE>
     amounts paid in settlement.

          Nevada Law.  "Nevada Law" means Chapter 78 of the Nevada Revised
     Statutes as amended and in effect from time to time or any successor or
     other statutes of Nevada having similar import and effect.

          This Article.  "This Article" means Paragraphs 7.01 through 7.04
     of these bylaws or any portion of them.

          Power of Stockholders.  Paragraphs 7.01 through 7.04, including
     this Paragraph, of these Bylaws may be amended by the stockholders only
     by vote of the holders of sixty-six and two-thirds percent (66 2/3%) of
     the entire number of shares of each class, voting separately, of the
     outstanding capital stock of the corporation (even though the right of
     any class to vote is otherwise restricted or denied); provided,
     however, no amendment or repeal of this Article shall adversely affect
     any right of any Indemnitee existing at the time such amendment or
     repeal becomes effective.

          Power of Directors.  Paragraphs 7.01 through 7.04 and this
     Paragraph of these Bylaws may be amended or repealed by the Board of
     Directors only by vote of eighty percent (80%) of the total number of
     Directors and the holders of sixty-six and two-thirds percent (66 2/3)
     of the entire number of shares of each class, voting separately, of the
     outstanding capital stock of the corporation (even though the right of
     any class to vote is otherwise restricted or denied); provided,
     however, no amendment or repeal of this Article shall adversely affect
     any right of any Indemnitee existing at the time such amendment or
     repeal becomes effective.



                          ARTICLE VIII

                            BY-LAWS


     Section 8.01  Amendment.  Amendments and changes of these By-Laws may
be made at any regular or special meeting of the Board of Directors by a vote
of not less than all of the entire Board, or

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<PAGE>
may be made by a vote of, or a consent in writing signed by the holders of a 
majority of the issued and outstanding capital stock. 


     Section 8.02  Additional By-Laws.  Additional by-laws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board
of Directors at which a quorum is present by an affirmative vote of a
majority of the directors present or by the unanimous consent of the Board of
Directors in accordance with Section 2.11 of these By-laws.



                         CERTIFICATION


     I, the undersigned, being the duly elected secretary of the
Corporation, do hereby certify that the foregoing By-laws were adopted by the
Board of Directors on the 21st day of November, 1996.


                                   /s/ MAX C. TANNER
                                   Max C. Tanner, Secretary






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