Exhibit 3.2


                                     Bylaws
                                       of
                        Dental Patient Care America, Inc.


                              ARTICLE I - PURPOSES

         Section 1.01 Purpose. This corporation is organized for any and all
lawful purposes for which corporations may be organized under the laws of the
State of Utah, as set forth in the corporation's Amended and Restated
Certificate of Incorporation.


                              ARTICLE II - OFFICES

         Section 2.01 Offices. The principal office of the corporation may be
located at any place as designated in the corporation's most current Annual
Report filed with the state of Utah. The corporation may have such other
offices, either in or outside the State of Utah, as the board of directors may
designate or as the business of the corporation may require from time to time.
The corporation shall maintain at its principal office a copy of all records
required to be maintained by applicable Utah law, and by the laws of such other
jurisdictions in which the corporation shall duly qualify to do business.

         Section 2.02 Registered Office. The registered office of the
corporation, required by Utah law, shall be located in the State of Utah and may
be, but need not be, identical with the corporation's principal office (if
located in the State of Utah). The address of the registered office may be
changed from time to time.


                           ARTICLE III - SHAREHOLDERS

         Section 3.01 Annual Meeting. The corporation shall hold an annual
meeting of shareholders at such time, date and place as the board of directors
shall determine, for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.

         Section 3.02 Special Meeting. The corporation shall hold a special
meeting of the shareholders:

                  (i) on call of its board of directors, the chairman of the
         board of directors or the president; or

                  (ii) if the holders of shares representing at least twenty
         percent (20%) of all the votes entitled to be cast on any issue that is
         proposed to be considered at a special meeting sign, date and deliver
         to the corporation's secretary one or more written demands for the
         meeting, stating the purpose or purposes for which it is to be held.

         Section 3.03 Place of Meetings. The board of directors may designate
any place, either in or outside the State of Utah, as the place at which any
annual or special meeting is to be held. If no designation is made, the meeting
shall be held at the corporation's principal office.

         Section 3.04  Action Without a Meeting.

                  (a) Action By Written Consent. 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 one or more consents in
         writing, setting forth the action so taken, are 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.

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                  (b) Notice of Action. 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 Utah law requires that notice of the proposed action be
                  given.

The notice must contain or be accompanied by the same material that, under Utah
law and these Bylaws, 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.

                  (c) Withdrawal of Consent. Any shareholder giving a written
         consent, or the shareholder's proxyholder, or a transferee of the
         shares or a personal representative of the shareholder or their
         respective proxyholder, may revoke the consent by a signed writing
         describing the action and stating that the shareholder's prior consent
         is revoked, if the writing is received by the corporation prior to the
         effectiveness of the action.

                  (d) Effective Date of Action. An action taken pursuant to this
         Section 3.04 is not effective unless all written consents on which the
         corporation relies for the taking of an action pursuant to subsection
         (a) are received by the corporation within a sixty day period and not
         revoked pursuant to subsection (c). Action taken pursuant to this
         Section 3.04 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 subsection (a) 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.

                  (e) Election of Directors. Notwithstanding subsection (a),
         directors may not be elected by written consent except by unanimous
         written consent of all shares entitled to vote for the election of
         directors.

                  (f) Record Date. If not otherwise determined under Section
         3.06 of these Bylaws, the record date for determining shareholders
         entitled to take action without a meeting or entitled to be given
         notice under subsection (b) of action so taken is the date the first
         shareholder delivers to the corporation a writing upon which the action
         is taken pursuant to subsection (a).

         Section 3.05  Notice of Meeting.

                  (a) Notice Required. The corporation shall give notice to
         shareholders of the date, time and place of each annual and special
         shareholders' meeting no fewer than ten (10) nor more than sixty (60)
         days before the meeting date. Notice shall be deemed effective at the
         earlier of (i) when deposited in the United States mail, addressed to
         the shareholder at his or her address as it appears on the stock
         transfer books of the corporation, with postage thereon prepaid; (ii)
         on the date shown on the return receipt if sent by registered or
         certified mail, return receipt requested, and the receipt is signed by
         or on behalf of the addressee; (iii) when received; or (iv) 5 days
         after deposit in the United States mail, if mailed postpaid and
         correctly addressed to an address other than that shown in the
         corporation's current record of shareholders.

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                  (b) Exception to Notice Requirement. Notwithstanding any
         requirement in these bylaws or elsewhere that notice be given, the
         corporation shall not be required to give notice to any shareholder to
         whom:

                           (i) a notice of two consecutive annual meetings, and
                  all notices of meetings 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
                  corporation's records, 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.

                  (c) Contents of Notice.

                           (i) The notice of every shareholders' meeting must
                  state the place, day and time of the meeting.

                           (ii) Notice of an annual meeting need not include a
                  description of the purpose or purposes for which the meeting
                  is called, except for those matters specified by law or these
                  bylaws for which specific notice must be given.

                           (iii) Notice of a special meeting must include a
                  description of the purpose or purposes for which the meeting
                  is called.

                           (iv) If a purpose of any shareholder meeting is to
                  consider either (1) a proposed amendment of the articles of
                  incorporation (including any restated articles requiring
                  shareholder approval); (2) a plan of merger or share exchange;
                  (3) the sale, lease, exchange or other disposition of all, or
                  substantially all of the corporation's property; (4) the
                  dissolution of the corporation; or (5) the removal of a
                  director, the notice must so state and be accompanied by
                  respectively a copy or summary of the (1) amendment; (2) plan
                  of merger or share exchange; and (3) a description of the
                  transaction involving the disposition of all or substantially
                  all the corporation's property. If the proposed corporate
                  action creates dissenters' rights under Utah law, the notice
                  must state that shareholders are, or may be, entitled to
                  assert dissenters' rights, and must be accompanied by a copy
                  of the dissenter rights provisions of such law.

                  (d) Waiver of Notice. A shareholder may waive any notice
         required by these bylaws, before or after the date and time stated in
         the notice as the date or time when any action will occur or has
         occurred. The waiver must be in writing, be signed by the shareholder
         entitled to the notice, and be delivered to the corporation for
         inclusion in the minutes or filing with the corporate records.

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                  (e) Waiver by Attendance. A shareholder's attendance at a
         meeting:

                           (i) waives objection to lack of notice or defective
                  notice of the meeting, unless the shareholder at the beginning
                  of the meeting objects to holding the meeting or transacting
                  business at the meeting because of lack of notice or defective
                  notice; and

                           (ii) in the case of a special meeting, waives
                  objection to consideration of a particular matter at the
                  meeting that is not within the purposes described in the
                  meeting notice, unless the shareholder objects to considering
                  the matter when it is presented.

         Section 3.06  Record Date for Meetings and other Actions.

                  (a) Fixing of Record Date. The board of directors by
         resolution may fix a record date in order to determine the shareholders
         entitled to receive notice of a shareholders' meeting, and to determine
         the shareholders who are entitled to take action without a meeting, to
         demand a special meeting, to vote, or to take any other action. Such
         record date may not be more than seventy (70) days before the meeting
         or action requiring the determination of shareholders.

                  (b) Default Record Date. If the board of directors does not
         fix a record date, the record date for determining shareholders
         entitled to notice of and to vote at an annual or special shareholders'
         meeting is the close of business on the date before the first notice is
         delivered to shareholders.

                  (c) Adjournment. A determination of shareholders entitled to
         notice of or to vote at a shareholders' meeting is effective for any
         adjournment of the meeting 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.

         Section 3.07 Record Date of Dividends and Other Distributions. The
board of directors may fix a future date as the record date for determining
shareholders entitled to dividends and other distributions, other than one
involving a purchase, redemption, or other acquisition of the corporation's
shares. If the board of directors does not fix a record date, the record date is
the date the board of directors authorizes the distribution.

         Section 3.08 Meetings by Telecommunication. Shareholders may
participate in a meeting by, or the meeting may be conducted through the use of,
conference telephone or similar means of communication by which all persons
participating in the meeting can hear one another during the meeting. A
shareholder participating in a meeting by this means is considered to be present
at the meeting.

         Section 3.09 Voting Lists.

                  (a) Requirements for Voting List. After fixing a record date
         for a shareholders' meeting, the corporation shall prepare a list of
         the names of all its shareholders who are entitled to be given notice
         of the meeting. The list must be arranged by voting group, and within
         each voting group by class or series of shares. The list must be
         alphabetical within each class or series and must show the address of,
         and the number of shares held by, each shareholder.

<PAGE>

                  (b) Inspection of Voting List Prior to a Meeting. The
         shareholders' list must be available for inspection by any shareholder,
         beginning on the earlier of ten days before the meeting for which the
         list was prepared or two business days after notice of the meeting is
         given and continuing through the meeting and any meeting adjournments,
         at the corporation's principal office or at a place identified in the
         meeting notice in the city in which the meeting will be held.

                  (c) Inspection of Voting List at the Meeting. The corporation
         shall make the shareholders' list available at the meeting, and any
         shareholder, or any shareholder's agent or attorney is entitled to
         inspect the list at any time during the meeting or any adjournment, for
         any purpose germane to the meeting.

                  (d) Effect on Meeting. The corporation's refusal or failure to
         prepare or make available the shareholders' list does not affect the
         validity of action taken at the meeting.

         Section 3.10 Proxies.

                  (a) Manner of Voting. At all meetings of shareholders, a
         shareholder may vote his or her shares in person or by proxy.

                  (b) Appointment of Proxy. A shareholder may appoint a proxy by
         signing an appointment form, either personally or by the shareholder's
         attorney in fact.

                  (c) Effective Date. A proxy is effective when received by the
         corporation.

                  (d) Term. A proxy covering shares of the corporation is valid
         for eleven (11) months unless a longer period is expressly provided in
         the appointment form.

                  (e) Revocation. An appointment of a proxy is revocable by the
         shareholder, and is revoked upon the death or incapacity of the
         shareholder (upon receipt of notice of either event by the secretary or
         other officer or agent authorized to tabulate votes before the proxy
         exercises the authority under the appointment), unless the appointment
         form conspicuously states that it is irrevocable and the appointment is
         coupled with an interest.

         Section 3.11 Voting Entitlement of Shares. Each outstanding share
entitled to vote is entitled to one vote upon each matter submitted to a vote at
a meeting of shareholders.

         Section 3.12 Quorum. Shares entitled to vote at a meeting may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on a matter
constitutes a quorum for action on that matter. Once a quorum is present, it
shall be deemed to continue 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.

         Section 3.13 Vote Required to take Action for Other than Election of
Directors. If a quorum exists, action on a matter, other than the election of
directors, is approved if the votes cast favoring the action exceed the votes
cast opposing the action, except where a greater number of affirmative votes is
otherwise required by law.

         Section 3.14 Voting for Directors.

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                  (a) Manner of Voting. At each election of directors, every
         shareholder entitled to vote at the election has the right to cast, in
         person, or by proxy, all of the votes to which the shareholder's shares
         are entitled for as many persons as there are directors to be elected
         and for whose election the shareholder has the right to vote.
         Shareholders shall not have a right to cumulate their votes for the
         election of directors.

         Section 3.15 Conduct of Meetings. The board of directors may adopt by
resolution such rules and regulations for the conduct of meetings of
shareholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations adopted by the board of directors, the chair of
any meeting of shareholders shall have the right and authority to prescribe such
rules, regulations and procedures and to all such acts as, in the judgment of
the chair, are appropriate for the conduct of the meeting. Such rules,
regulations and procedures, whether adopted by the board of directors or
prescribed by the chair, may include, without limitation, the following: (a) the
establishment of an agenda or order of business for the meeting, (b) rules and
procedures for maintaining order at the meeting and the safety of those present,
(c) limitations on attendance at or participation in the meeting to shareholders
of record, their duly authorized and constituted proxies or such other persons
as the chair of the meeting shall determine, (d) restrictions on entry to the
meeting after the time fixed for commencement thereof, and (e) limitations on
the time allotted to questions or comments by participants. Unless and to the
extent determined by the board of directors or the chair of the meeting,
meetings of shareholders shall not be required to be held in accordance with the
rules of parliamentary procedure.


                         ARTICLE IV - BOARD OF DIRECTORS

         Section 4.01 General Powers. The business and affairs of the
corporation shall be managed under the direction of its board of directors.

         Section 4.02 Number. The number of directors of the corporation shall
be not less than three (3) nor more than eleven (11), with the exact number of
directors within such parameters to be set by resolution of the board of
directors from time to time; provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director.

         Section 4.03 Chair. One director may be designated by a majority of the
full board of directors as chair of the board. The chair of the board shall
preside at all meetings of the board of directors. The chair may be compensated
by the corporation for service in this capacity, and such compensation shall be
in addition to any compensation for service as a director.

         Section 4.04 Election. The directors shall be elected at each annual
meeting of the shareholders. If the directors are not elected at an annual
meeting, or if an annual meeting is not held, then the directors may be elected
at any special meeting of the shareholders held for that purpose.

         Section 4.05 Term. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. Despite the expiration of a
director's term, the director shall continue to serve until the election and
qualification of a successor or until there is a decrease in the number of
directors, or until such director's earlier death, resignation or removal from
office.

         Section 4.06 Qualifications. Directors need not be residents of the
State of Utah or shareholders of the corporation.

<PAGE>

         Section 4.07 Resignation. Any director of the corporation may resign at
any time by giving written notice to the corporation. A resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.

         Section 4.08 Removal.

                  (a) Shareholders' Right to Remove Directors. The shareholders
         may remove one or more directors with or without cause. A director may
         be removed only at a meeting called for that purpose.

                  (b) Notice Requirement. The notice of the meeting at which a
         director is to be removed must state that the purpose, or one of the
         purposes, of the meeting is to remove the director.

                  (c) Vote Required. A director may be removed only if the
         number of votes cast to remove the director exceeds the number of votes
         cast against removal.

         Section 4.09 Vacancies. Any vacancy occurring among the directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum, or by the shareholders. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office.

         Section 4.10 Compensation. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or stated salaries as directors. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

         Section 4.11 Regular Meetings. By resolution, the board of directors
may determine the time and place, either within or without the State of Utah,
for the holding of regular meetings without other notice than such resolution.

         Section 4.12 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board, the
president or any director. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Utah, as the place for holding any special meeting of the board of
directors called by them.

         Section 4.13 Action Without a Meeting. Any action required or permitted
to be taken at a meeting of the board of directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all of the directors. Such consent has the same force and effect as a unanimous
vote of the directors. Action taken under this provision is effective at the
time the last director signs a writing describing the action taken, unless,
prior to that time, any director has revoked a consent by a writing signed by
the director and received by the secretary or any other person authorized by the
bylaws or the board of directors to receive the revocation, or unless the
consent specifies a different effective time.

         Section 4.14 Notice of Special Meetings. No notice of any special
meeting shall be required.

         Section 4.15 Quorum. A majority of the number of directors fixed by
Section 4.02 of these bylaws constitutes a quorum for the transaction of
business at any meeting of the board of directors.

<PAGE>

         Section 4.16 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present is the act of the board of
directors. Voting by proxy is not permitted.

         Section 4.17 Meetings by Telecommunication. The board of directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of, any means of communication by which
all directors participating may hear each other during the meeting. A director
participating in a meeting by this means is considered present in person at the
meeting.

         Section 4.18 Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken is presumed to have assented to the action taken
unless:

                  (i) the director objects at the beginning of the meeting, or
         promptly upon arrival, to holding the meeting or transacting 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 his dissent
         or abstention as to any specific action be entered into the minutes of
         the meeting; or

                  (iii) the director causes written notice of a 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 adjournment of the meeting.

The right of dissent under this Section as to a specific action shall not be
available to a director who votes in favor of the action taken.


                             ARTICLE V - COMMITTEES

         Section 5.01 Creation of Committees. The board of directors by
resolution adopted by a majority of the number of directors fixed by Section
4.02 of these bylaws may appoint such committees from time to time, either
standing or ad hoc, as it deems necessary or appropriate, including but not
limited to an executive committee as described in Section 5.05 below.

         Section 5.02 Membership. Each committee shall consist of not less than
2 directors, who shall serve at the pleasure of the board of directors.

         Section 5.03 Notice, Etc. Sections 4.08 through 4.16 of these bylaws,
which govern meetings, actions without meetings, notice, waiver of notice, and
quorum and voting requirements of the board of directors, shall apply to
committees and their members, as well.

         Section 5.04 Authority. Each committee shall have and may exercise all
the authority specified in the resolution by which it is created, except that no
committee shall have any authority to adopt a plan of merger or consolidation,
to recommend to the shareholders the sale, lease or other disposition of all or
substantially all of the property or assets of the corporation other than in the
usual and regular course of its business, to recommend to the shareholders a
voluntary dissolution of the corporation, or to amend the bylaws of the
corporation.

         Section 5.05 Executive Committee. The executive committee of the board
of directors, if created pursuant to Section 5.01 of these bylaws, shall consist
of 2 or more directors. When the board of directors is not in session, the
executive committee shall have and may exercise all of the authority of the
board of directors except to the extent, if any, that such authority shall be
limited by the resolution appointing the executive committee, and except as
limited by Section 5.04 of these bylaws.

<PAGE>

                              ARTICLE VI - OFFICERS

         Section 6.01 Number. The corporation shall have such officers as may be
determined by the board of directors, and may include a president, one or more
vice presidents, a secretary, and a treasurer, each of whom shall be appointed
by the board of directors. One or more additional vice presidents (the number to
be determined by the board of directors) and such other officers and assistant
officers and agents as may be deemed necessary may also be appointed by the
board of directors. The board of directors may delegate to any officer of the
corporation or any committee of the board of directors the power to appoint,
remove and prescribe the duties of such other officers, assistant officers,
agents and employees. Any two or more offices may be held by the same person.

         Section 6.02 Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors or by any officer to
whom or committee of the board of directors to which the power of appointment
has been delegated. Each officer shall hold office until such officer's
successor has been appointed or until such officer's death or until such officer
shall resign or shall have been removed in the manner provided below. The
appointment of an officer shall not itself create any contract rights with the
corporation.

         Section 6.03 Removal. Any officer, assistant, agent or employee may be
removed, with or without cause, at any time by the board of directors, or by any
officer to whom or committee of the board of directors to which such power of
removal has been delegated, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         Section 6.04 Resignation. An officer may resign at any time by giving
written notice of resignation to the corporation. A resignation of an officer is
effective when it is received by the corporation, unless the notice specifies a
later effective date. An officer's resignation does not affect the corporation's
contract rights, if any, with the officer.

         Section 6.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors or by any officer to whom or committee of the board of directors to
which such power has been delegated.

         Section 6.06 The President. The president, unless otherwise specified
by the board of directors, shall be the chief executive officer of the
corporation and, under the direction of the board of directors, shall in general
supervise and control all the business and affairs of the corporation. The
president shall, when present, preside at all meetings of the shareholders and,
in the absence of the chair of the board, at meetings of the board of directors.
The president may hire, prescribe the duties of, and fire employees, and may
delegate such authority in whole or in part to any other officer or employee.
The president may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, and any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.

         Section 6.07 The Vice President. In the absence of the president, or in
the event of the president's death, inability or refusal to act, the vice
president (or in the event there is more than one vice president, the vice
presidents in the order designated at the time of their election, or in the

<PAGE>

absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation; and shall perform such other duties as from time to time may
be assigned to him or her by the president or by the board of directors.

         Section 6.08 The Secretary. The secretary shall (a) keep the minutes of
the shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and affix such seal to
documents when authorized; (d) keep a register of the address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
sign with the president, or a vice president, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the board of directors; (f) have general charge of the stock transfer books of
the corporation; (g) maintain the records required under Utah law, and (h) 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 or her by the president or by
the board of directors. In the absence of a secretary and any assistant
secretaries, the president shall perform these duties.

         Section 6.09 The Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors shall
determine. He or she shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 8.04 of these bylaws; and (c) in general perform all of
the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him or her by the president or by the board of
directors. In the absence of a treasurer, the secretary shall perform such
duties.

         Section 6.10 Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice president certificates for shares of the corporation,
the issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.

         Section 6.11 Compensation. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.

         Section 6.12 Combined Offices. The President and the Secretary must at
all times be different persons. Otherwise the same person may hold more than one
office in the corporation as approved by the board of directors.


            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 7.01 Certificates for Shares.

<PAGE>

                  (a) Shareholder's Right to a Certificate; Contents. Every
         owner of shares of stock of the corporation is entitled to have a
         certificate or certificates, in a form approved by the board of
         directors, certifying the number and class and series of shares of the
         stock of the corporation owned by such shareholder. Such certificates
         shall be consecutively numbered in the order in which they are issued.

                  (b) Signatures. Each certificate shall be signed by the
         president or a vice-president and by the secretary or an assistant
         secretary, or by such other officers as may be designated from time to
         time by the board of directors. Any or all of the signatures on the
         certificates may be a facsimile. In case any officer, transfer agent or
         registrar who has signed, or whose facsimile signature has been placed
         upon, any such certificate, shall cease to hold such office or position
         before the certificate is issued, the certificate may nevertheless be
         issued by the corporation with the same effect as if the person who
         signed the certificate, or whose facsimile signature has been placed on
         the certificate, still held such office or position at the date of
         issue.

                  (c) Shareholder Register. A record shall be kept of the names
         and addresses of the persons and entities owning the capital stock of
         the corporation, the number and class and series of shares represented
         by each stock certificate, and the date thereof, and when canceled, the
         date of cancellation. Every certificate surrendered to the corporation
         for exchange or transfer must be canceled, and no new certificate or
         certificates may be issued in exchange for any existing certificate
         until the existing certificate has been canceled, except in cases
         provided for in Section 7.05.

         Section 7.02 Transfers of Stock. Transfers of shares of stock of the
corporation shall be made only on the books of the corporation by the registered
holder of such shares, or by such holder's attorney as authorized by a power of
attorney duly executed and filed with the secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 7.04, and upon surrender of
the certificate or certificates representing such shares properly endorsed for
transfer. The person in whose name shares of stock stand on the books of the
corporation shall be deemed the owner of such shares for all purposes as regards
the corporation. Whenever any transfer of shares is made for collateral
security, and not absolutely, such fact shall be indicated in the entry of
transfer if, when the certificate or certificates are presented to the
corporation for transfer, both the transferor and the transferee request the
corporation to do so.

         Section 7.03 Regulations. The board of directors may make such rules
and regulations as it deems expedient, not inconsistent with these bylaws,
concerning the issue, transfer and registration of certificates representing
shares of the corporation's capital stock.

         Section 7.04 Transfer Agent. The board of directors may appoint, or
authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

         Section 7.05 Lost, Stolen, Destroyed, and Mutilated Certificates. If
any stock certificate is lost, stolen, destroyed, or mutilated, the corporation
may issue another certificate in its place upon proof of such loss, theft,
destruction, or mutilation and upon receipt by the corporation of a bond of
indemnity in such form and for such amount as the board of directors may direct;
provided, however, that a new certificate may be issued without requiring any
bond when the board of directors determines that it is proper.

<PAGE>

         Section 7.06 Legends. Each stock certificate shall contain such legend
or other statements as may be required by Utah law, the federal securities laws,
and any agreement between the corporation and the applicable shareholder.
Failure to comply with the requirements of this Section 7.06 shall not affect
the validity of any certificate of stock which is otherwise issued in accordance
with the provisions of this Article VII.


              ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 8.01 Contracts. The board of directors may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.

         Section 8.02 Loans. No loans may be contracted on behalf of the
corporation and no promissory notes or other evidences of indebtedness may be
issued in its name unless authorized by a resolution of the board of directors.
Such authority may be general or confined to specific instances. No loan may be
made by the corporation secured by its unissued shares.

         Section 8.03 Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, or agent
or agents, of the corporation as may from time to time be determined by
resolution of the board of directors.

         Section 8.04 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.


                             ARTICLE IX - DIVIDENDS

         Section 9.01 Dividends. The board of directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the corporation's
Articles of Incorporation.


                          ARTICLE X - EMERGENCY BYLAWS

         Section 10.01 Emergency Bylaws. The following provisions of this
Section 10.01 shall be effective during an emergency, which is defined as when a
quorum of the corporation's directors cannot be readily assembled because of
some catastrophic event. During such emergency:

                  (a) Notice of Board Meetings. Any one member of the board of
         directors or any of the president, any vice president, the secretary,
         or the treasurer of the corporation may call a meeting of the board of
         directors. Notice of such meeting need be given only to those directors
         whom it is practical to reach, and may be given in any practical
         manner, including by publication and radio. Such notice shall be given
         at least six hours prior to the commencement of the meeting.

                  (b) Temporary Directors and Quorum. One or more officers of
         the corporation present at the emergency board meeting, as is necessary
         to achieve a quorum, shall be considered to be directors for the
         meeting, and shall so serve in order of rank, and within the same rank,
         in order of seniority. In the event that less than a quorum of the
         directors are present (including any officers who are to serve as
         directors for the meeting), those directors present (including the
         officers serving as directors) shall constitute a quorum.

<PAGE>

                  (c) Actions Permitted to be Taken. The board as constituted in
         paragraph (b), and after notice as set forth in paragraph (a), may:

                           (i) prescribe emergency powers to any officer of the
                  corporation;

                           (ii) delegate to any officer or directors any of the
                  powers of the board of directors;

                           (iii) designate lines of succession of officers and
                  agents, in the event that any of them are unable to discharge
                  their duties;

                           (iv) relocate the principal place of business, or
                  designate successive or simultaneous principal places of
                  business; and

                           (v) take any other action, convenient, helpful or
                  necessary to carry on the business of the corporation.


                          ARTICLE XI - INDEMNIFICATION

         Section 11.01 Definitions. As used in this Article XI:

                  (a) "Corporation" includes any domestic or foreign entity that
         is a predecessor of the corporation by reason of a merger or other
         transaction in which the predecessor's existence ceased upon
         consummation of the transaction.

                  (b) "Director" means an individual who is or was a director of
         the corporation or an individual who, while a director of the
         corporation, is or was serving at the corporation's request as a
         director, officer, partner, trustee, employee fiduciary, or agent of
         another corporation or other person or of an employee benefit plan. A
         director is considered to be serving an employee benefit plan at the
         corporation's request if his or her duties to the corporation also
         impose duties on, or otherwise involve services by, him or her to the
         plan or to participants in or beneficiaries of the plan. "Director"
         includes, unless the context requires otherwise, the estate or personal
         representative of a director.

                  (c) "Expenses" include counsel fees.

                  (d) "Liability" means the obligation incurred with respect to
         a proceeding to pay a judgment, settlement, penalty, fine (including an
         excise tax assessed with respect to an employee benefit plan), or
         reasonable expenses.

                  (e) "Officer," "employee," "fiduciary," and "agent" include
         any person who, while serving the indicated relationship to the
         corporation, is or was serving at the corporation's request as a
         director, officer, partner, trustee, employee, fiduciary, or agent of
         another corporation or other person or of an employee benefit plan. An
         officer, employee, fiduciary, or agent is considered to be serving an
         employee benefit plan at the corporation's request if the person's
         duties to the corporation also impose duties on, or otherwise involve
         services by, that person to the plan or participants in, or
         beneficiaries of the plan. Unless the context requires otherwise, such
         terms include the estates or personal representatives of such persons.

<PAGE>

                  (f) "Official capacity" means:

                           (i) when used with respect to a director, the office
                  of director in the corporation; and

                           (ii) when used with respect to a person other than a
                  director, as contemplated in Section 11.07, the office in the
                  corporation held by the officer of the employment, fiduciary,
                  or agency relationship undertaken by him or her on behalf of
                  the corporation.

         "Official capacity" does not include service for any other corporation,
         other person, or employee benefit plan.

                  (g) "Party" includes an individual who was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                  (h) "Proceeding" means any threatened, pending, or completed
         action, suit, or proceeding, whether civil, criminal, administrative,
         or investigative and whether formal or informal.

         Section 11.02 Authority to Indemnify Directors.

                  (a) Except as provided in Subsection 11.02(d), the corporation
         shall indemnify an individual made a party to a proceeding because he
         or she is or was a director, against liability incurred in the
         proceeding if:

                           (i) his or her conduct was in good faith; and

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

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

                  (b) A director's conduct with respect to any employee benefit
         plan for a purpose he or she 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 of Subsection
         11.02(a)(ii).

                  (c) The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent is not, of itself, determinative that the director did not
         meet the standard of conduct described in this section.

                  (d) The corporation may not indemnify a director under this
         section:

                           (i) in connection with a proceeding by or in the
                  right of the corporation in which the director was adjudged
                  liable to the corporation; or

                           (ii) in connection with any other proceeding charging
                  that the director derived an improper personal benefit,
                  whether or not involving action in his or her official
                  capacity, in which proceeding he or she was adjudged liable on
                  the basis that he or she derived an improper personal benefit.

<PAGE>

                  (e) Indemnification permitted under this Section 11.02 in
         connection with a proceeding by or in the right of the corporation is
         limited to reasonable expenses incurred in connection with the
         proceeding.

         Section 11.03 Mandatory Indemnification of Directors. The corporation
shall indemnify a director who was successful, on the merits or otherwise, in
the defense of any proceeding, or in the defense of any claim, issue, or matter
in the proceeding, to which he or she was a party because he or she is or was a
director of the corporation, against reasonable expenses incurred by him or her
in connection with the proceeding or claim with respect to which he or she has
been successful.

         Section 11.04 Advance of Expenses for Directors.

                  (a) The corporation shall pay for or reimburse the reasonable
         expenses incurred by a director who is a party to a proceeding in
         advance of final disposition of the proceeding if:

                           (i) the director furnishes the corporation a written
                  affirmation of his or her good faith belief that he or she has
                  met the applicable standard of conduct described in Section
                  11.02;

                           (ii) the director furnishes to the corporation a
                  written undertaking, executed personally or on his or her
                  behalf, to repay the advance if it is ultimately determined
                  that he or she did not meet the standard of conduct; and

                           (iii) a determination is made that the facts then
                  known to those making the determination would not preclude
                  indemnification under this part.

                  (b) The undertaking required by Subsection 11.04(a)(ii) must
         be an unlimited general obligation of the director but need not be
         secured and shall be accepted without reference to financial ability to
         make repayment.

                  (c) Determination of payments under this section shall be made
         in the manner specified in Section 11.06.

         Section 11.05 Court-Ordered Indemnification of Directors. A director of
the corporation who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner:

                  (a) if the court determines that the director is entitled to
         mandatory indemnification, in which case the court shall also order the
         corporation to pay the director's reasonable expenses incurred to
         obtain court-ordered indemnification; and

                  (b) if the court determines that the director is fairly and
         reasonably entitled to indemnification in view of all the relevant
         circumstances, whether or not the director met the applicable standard
         of conduct set forth in Section 11.02 or was adjudged liable as
         described in Subsection 11.02(d), the court may order indemnification
         as the court determines to be proper, except that the indemnification
         with respect to any proceeding in which liability has been adjudged in
         the circumstances described in Subsection 11.02(d) is limited to
         reasonable expenses incurred.

         Section 11.06  Determination of Indemnification of Directors.

<PAGE>

                  (a) A corporation may not advance expenses to a director under
         Section 11.04 until authorized in the specific case after the written
         affirmation and undertaking required by Subsection 11.04(a)(ii) are
         received and the determination required by Subsection 11.04(a)(iii) has
         been made.

                  (b) The determinations required by Subsection 11.06(a) shall
         be made:

                           (i) by the board of directors by a majority vote of
                  those present at a meeting at which a quorum is present, and
                  only those directors not parties to the proceeding shall be
                  counted in satisfying the quorum; or

                           (ii) if a quorum cannot be obtained as contemplated
                  in Subsection 11.06(b)(i), by a majority vote of a committee
                  of the board of directors designated by the board of
                  directors, 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; or

                           (iii) by special legal counsel:

                                    (1) selected by the board of directors or
                           its committee in the manner prescribed in Subsection
                           11.06(b)(i) and (ii); or

                                    (2) if a quorum of the board of directors
                           cannot be obtained under Subsection 11.06(b)(i) and a
                           committee cannot be designated under Subsection
                           11.06(b)(ii), selected by a majority vote of the full
                           board of directors, in which selection directors who
                           are parties to the proceeding may participate; or

                           (iv) by the shareholders, by a majority of the votes
                  entitled to be cast by holders of legally qualified shares
                  present in person or by proxy at a meeting.

                  (c) A majority of the votes entitled to be cast by the holders
         of all qualified shares constitutes a quorum for purposes of action
         that complies with this section. Shareholders' action that otherwise
         complies with this section is not affected by the presence of holders,
         or the voting, of shares that are not qualified shares.

         Section 11.07 Indemnification of Officers, Employees, Fiduciaries, and
Agents.

                  (a) an officer of the corporation is entitled to mandatory
         indemnification under Section 11.03, and is entitled to apply for
         court-ordered indemnification under Section 11.05, in each case to the
         same extent as a director;

                  (b) the corporation shall indemnify and advance expenses to an
         officer, employee, fiduciary, or agent of the corporation to the same
         extent as to a director; and

                  (c) the corporation may also indemnify and advance expenses to
         an officer, employee, fiduciary, or agent who is not a director to a
         greater extent, if not inconsistent with public policy and if provided
         for by specific action of the board of directors, or contract.

<PAGE>

         Section 11.08 Insurance. The corporation may purchase and maintain
liability insurance on behalf of a 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 or her in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent, whether or
not the corporation would have power to indemnify him or her against the same
liability under Sections 11.02, 11.03 or 11.07. Insurance may be procured from
any insurance company designated by the board of directors, whether the
insurance company is formed under the laws of this state or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the corporation has an equity or any other interest through stock
ownership or otherwise.

         Section 11.09 Limits on Directors' Liability. Pursuant to the
corporation's Articles of Incorporation, and to the fullest extent permitted by
Utah law, as the same exists or may hereafter be amended, no director of the
corporation shall be personally liable to the corporation or its shareholders
for monetary damages for any action taken or any failure to take any action, as
a director, except for (i) the amount of a financial benefit received by a
director to which he or she is not entitled; (ii) an intentional infliction of
harm on the corporation or the shareholders; or (iii) an intentional violation
of a criminal law.

         Section 11.10 Savings Clause. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each officer and director as to
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether internal or external,
including without limitation a grand jury proceeding and an action or suit
brought by or in the right of the corporation, to the full extent permitted by
any applicable portion of this Article that shall not have been invalidated, or
by any other applicable law.


                           ARTICLE XII - MISCELLANEOUS

         Section 12.01 Seal. The board of directors may provide a corporate
seal, which shall be in the form of a circle and shall bear the name of the
corporation and words and figures showing that the corporation was incorporated
in the State of Utah and the year of incorporation. The corporation shall not be
disabled from acting under law if it chooses not to have a seal.

         Section 12.02 Amendments. These bylaws, or any of them, may be altered,
amended or repealed, and new bylaws may be made, (i) by the board of directors,
by vote of a majority of the directors then in office, acting at any meeting of
the board of directors, or (ii) by the shareholders, by vote of a majority of a
quorum of the shareholders, at any annual meeting of shareholders, without
previous notice, or at any special meeting of shareholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting. Except as otherwise provided in the corporation's
Articles of Incorporation, any bylaws made or altered by the shareholders may be
altered or repealed by either the board of directors or the shareholders.

         Section 12.03 Fiscal Year. Unless otherwise specified by the board of
directors, the fiscal year of the corporation shall end on the last day of
December in each year.

<PAGE>

         Section 12.04 Voting of Stock in Other Corporations. Unless otherwise
ordered by the board of directors, the president and each vice president shall
have full power and authority on behalf of the corporation to attend any meeting
of shareholders of any corporation in which the corporation may hold stock, to
vote the stock held by the corporation, to exercise on behalf of the corporation
at any such meeting any and all of the rights and powers incident to the
ownership of such stock, and to execute and deliver on behalf of the corporation
proxies and consents in connection with the exercise by the corporation of the
rights and powers incident to the ownership of such stock. The board of
directors may, from time to time, confer like powers upon any other person or
persons.


                             Secretary's Certificate


         I, THE UNDERSIGNED, being the secretary of Dental Patient Care America,
Inc., do hereby certify the foregoing to be the bylaws of such corporation, as
adopted by written consent of its board of directors dated the 10th day of
February, 1999.



                                                     /s/  Marlon Berrett
                                                     ------------------------
                                                     Secretary