<PAGE>   1
                                                                     EXHIBIT 3.3








                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                           --------------------------

                               MSI HOLDINGS, INC.

                           --------------------------






<PAGE>   2

                              Amended and Restated

                                     BYLAWS

                                       OF

                           --------------------------

                               MSI Holdings, Inc.

                           --------------------------


                                Table of Contents

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
ARTICLE 1
CORPORATE OFFICES............................................................ 1
         1.1      Business Office............................................ 1
         1.2      Registered Office.......................................... 1

ARTICLE 2
SHAREHOLDERS................................................................. 1
         2.1      Annual Meeting............................................. 2
         2.2      Special Meetings........................................... 2
         2.3      Place of Meetings.......................................... 2
         2.4      Notice of Meetings......................................... 2
         2.5      Waiver of Notice/Objection................................. 2
         2.6      Special Requirements for Notice of Meeting................. 3
         2.7      Fixing of Record Date...................................... 3
         2.8      Shareholders List.......................................... 4
         2.9      Meetings by Telecommunication.............................. 5
         2.10     Shareholder Quorum and Voting Requirements................. 5
         2.11     Proxies.................................................... 6
         2.12     Voting Shares.............................................. 6
         2.13     Corporation's Acceptance of Votes.......................... 7
         2.14     Shareholder Action Without a Meeting....................... 8
         2.15     Shareholder Proposals...................................... 8
         2.16     Shareholder's Right to Inspect Corporate Records.......... 10
         2.17     Financial Statements...................................... 12

ARTICLE 3
BOARD OF DIRECTORS.......................................................... 12
         3.1      General Powers............................................ 12
         3.2      Number of Directors and Qualification..................... 12
         3.3      Election and Term of Office............................... 12
         3.4      Regular Meetings.......................................... 12
         3.5      Special Meetings.......................................... 12
         3.6      Notice.................................................... 13
         3.7      Quorum.................................................... 13
</TABLE>


                                       ii
<PAGE>   3

<TABLE>
<S>                                                                        <C>
         3.8      Manner of Acting.......................................... 13
         3.9      Vacancies and Newly Created Directorships................. 13
         3.10     Committees................................................ 13
         3.11     Fees and Compensation..................................... 14
         3.12     Presumption of Assent..................................... 14
         3.13     Resignations.............................................. 14
         3.14     Action by Written Consent................................. 14
         3.15     Meetings by Telephone Conference Call..................... 15
         3.16     Removal of Directors...................................... 15

ARTICLE 4
COMMITTEES OF DIRECTORS..................................................... 15
         4.1      How Constituted........................................... 15
         4.2      Powers.................................................... 15
         4.3      Proceedings............................................... 15
         4.4      Quorum and Manner of Acting............................... 15
         4.5      Meetings by Telephone Conference Call, Consent............ 16
         4.6      Resignations.............................................. 16
         4.7      Removal................................................... 16
         4.8      Vacancies................................................. 16
         4.9      Compensation.............................................. 16

ARTICLE 5
OFFICERS.................................................................... 16
         5.1      Officers.................................................. 16
         5.2      Appointment, Term of Office and Qualification............. 17
         5.3      Resignations.............................................. 17
         5.4      Removal................................................... 17
         5.5      Vacancies and Newly Created Offices....................... 17
         5.6      President................................................. 17
         5.7      Secretary................................................. 18
         5.8      Treasurer................................................. 18
         5.9      Salaries.................................................. 19
         5.10     Surety Bonds.............................................. 19

ARTICLE 6
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
AND DEPOSIT OF CORPORATE FUNDS.............................................. 19
         6.1      Instruments............................................... 19
         6.2      Loans..................................................... 19
         6.3      Deposits.................................................. 20
         6.4      Checks, Drafts, etc....................................... 20
         6.5      Bonds and Debentures...................................... 20
         6.6      Sale, Transfer, etc., of Securities....................... 20
         6.7      Proxies................................................... 20

ARTICLE 7
CAPITAL STOCK............................................................... 21
         7.1      Stock Certificates........................................ 21
         7.2      Shares Without Certificates............................... 22
</TABLE>


                                      iii
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<TABLE>
<S>                                                                        <C>
         7.3      Transfer of Stock......................................... 22
         7.4      Restrictions on Transfer or Registration of Shares........ 22
         7.5      Regulations............................................... 22
         7.6      Transfer Agents and Registrars............................ 22
         7.7      Lost or Destroyed Certificates............................ 23
         7.8      Consideration for Shares.................................. 23

ARTICLE 8
MAINTENANCE INSPECTION OF BOOKS AND RECORDS................................. 23

ARTICLE 9
INDEMNIFICATION............................................................. 24
         9.1      Indemnification........................................... 24
         9.2      Certain Restrictions on Indemnification................... 24
         9.3      Mandatory Indemnification................................. 24
         9.4      Determination............................................. 24
         9.5      General Indemnification................................... 25
         9.6      Advances.................................................. 25
         9.7      Scope of Indemnification.................................. 25
         9.8      Insurance................................................. 25

ARTICLE 10
FISCAL YEAR................................................................. 26

ARTICLE 11
DIVIDENDS................................................................... 26

ARTICLE 12
AMENDMENTS.................................................................. 26
</TABLE>


                                       iv
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                              Amended and Restated

                                     BYLAWS

                                       OF

                           --------------------------

                               MSI Holdings, Inc.

                           --------------------------


                     Approved by Resolutions of the Board of
                        Directors dated October 8, 1999.


                                    ARTICLE 1

                                CORPORATE OFFICES

         1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the state of Utah, as designated
from time to time by the Board of Directors. The corporation may have such other
offices, either within or without the state of Utah as the Board of Directors
may designate or as the business of the corporation may require from time to
time. The corporation shall maintain at its principal office a copy of certain
records, as specified in Section 2.15 of Article 2.

         1.2 Registered Office. The registered office of the corporation shall
be located within the state of Utah and may be, but need not be, identical with
the principal office (if located within the state of Utah). The address of the
registered office may be changed from time to time.

                                    ARTICLE 2

                                  SHAREHOLDERS

         2.1 Annual Meeting. The annual meeting of shareholders shall be held
each year on a date and at a time designated by the Board of Directors. At the
meeting, directors shall be elected and any other proper business may be
transacted. If the election of directors shall not be held on the day designated
herein for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election


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<PAGE>   6

to be held at a special meeting of the shareholders as soon thereafter as may be
convenient.

         2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the President or by the Board of Directors. Special
meetings of the shareholders may also be called by the holders of not less than
one-tenth of all the shares entitled to vote on any issue proposed to be
considered at the proposed special meeting by delivery to the corporation's
secretary of one or more signed and dated written demands for the meeting
stating the purpose for which it is to be held.

         2.3 Place of Meetings. Meetings of shareholders may be held at any
place within or outside the State of Utah as designated by the Board of
Directors. In the absence of any such designation, meetings shall be held at the
principal office of the corporation.

         2.4 Notice of Meetings. Written or printed notice stating the place,
date and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting or to any other shareholder entitled by the
Utah Revised Business Corporation Act or the Articles of Incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) 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; (3) when received; or
(4) 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.

         If any shareholder meeting is adjourned to a different date, time, or
place, notice need not be given of the new date, time and place, if the new
date, time and place was announced at the adjourned meeting prior to adjournment
and provided the new meeting is to take place within 30 days. But if a new
record date for the adjourned meeting is, or must be fixed (see Section 2.7 of
this Article 2) the notice must be given pursuant to the requirements of this
Section 2.4, to those persons who are shareholders as of the new record date.

         2.5 Waiver of Notice/Objection. A shareholder may waive notice of the
meeting (or any notice required by the Act, Articles of Incorporation, or
Bylaws), by a writing signed by the shareholder entitled to the notice, which is
delivered to the corporation


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(either before or after the date and time stated in the notice) for inclusion in
the minutes or filing with the corporation records.

         A shareholder's attendance at a meeting:

                  (a) 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 the transaction of any business at
         the meeting on the grounds of the lack of notice or defective notice;

                  (b) waives objection to consideration of a particular matter
         at the meeting that is not within the purpose or purposes described in
         the meeting notice, unless the shareholder objects to considering the
         matter when it is presented. (16-10a-706)

         2.6      Matters That May Be Considered at a Meeting/Special
Requirements for Notice of Meeting.

                  (a) Except as otherwise provided by law or the articles of
incorporation of the corporation or permitted by the presiding officer of the
meeting in the exercise of such officer's sole discretion in any specific
instance, the business which may be considered or voted upon at any annual or
special meeting of the shareholders shall be (i) brought before the meeting at
the direction of the board of directors, (ii) brought before the meeting by the
presiding officer of the meeting unless a majority of the directors then in
office object to such business being conducted at the meeting, or (iii)
specified in a written proposal submitted to and accepted by the corporation in
compliance with Section 2.15 of Article 2.

                  (b) If a purpose of any shareholder meeting is to consider
either: (1) a proposed amendment to 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, respectively, by a copy or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) a description of the
transaction for disposition of all or substantially all of the corporation's
property. If the proposed corporate action creates dissenters' rights, the
notice must state that shareholders are, or may be entitled to assert
dissenters' rights, and must be accompanied by a copy of Part 13 of the Utah
Revised Business Corporation Act.

         2.7 Fixing of Record Date. For the purpose of determining shareholders
of any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to take action without a meeting, or
shareholders entitled to receive payment of any


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<PAGE>   8

distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a date
as the record date. Such record date shall not be more than 70 days prior to the
meeting or action requiring such determination of shareholders. If no record
date is so fixed by the Board for, the record date for determination of such
shareholders shall be at the close of business on:

                  (a) with respect to an annual shareholder meeting or any
         special shareholder meeting called by the Board or any person
         specifically authorized by the Board or these Bylaws to call a meeting,
         the day before the first notice is delivered to shareholders;

                  (b) with respect to a special shareholder's meeting demanded
         by the shareholders, the date the first shareholder signs the demand;

                  (c) with respect to the payment of a share dividend, the date
         the Board authorizes the share dividend, or the date that is 60 days
         prior to the date the first written demand is received by the
         corporation, whichever is later;

                  (d) with respect to actions taken in writing without a meeting
         (pursuant to Article 2, Section 2.14), the date the first shareholder
         delivers to the corporation a writing upon which the action is to be
         taken; and

                  (e) with respect to a distribution to shareholders (other than
         one involving a repurchase or reacquisition of shares), the date the
         Board authorizes the distribution.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof 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.

         2.8 Shareholders List. After fixing a record date for a shareholders'
meeting, the officers of the company shall prepare a list of the names of all of
the 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.

         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 throughout the


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meeting and any meeting adjournments, at the corporation's principal office or
the place identified in the meeting notice in the city where the meeting will be
held. A shareholder or shareholder's agent or attorney is entitled, on written
demand to the corporation and, subject to requirement of any other section of
these Bylaws or by any applicable sections of the Utah Revised Business
Corporation Act, to inspect and copy the list, during regular business hours and
during the period it is available for inspection. The officers shall make the
shareholders' list available at the meeting, and any shareholder, or any
shareholders agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment, for any purposes germane to the meeting.

         2.9 Meetings by Telecommunication. Any or all of the shareholders may
participate in an annual or special meeting of the shareholders by, or the
meeting may be conducted through the use of, any means of communication by which
all persons participating in the meeting can hear each other during the meeting.

         2.10 Shareholder Quorum and Voting Requirements. If the Articles of
Incorporation or the Utah Revised Business Corporation Act provides for voting
by a single voting group on a matter, action on that matter is taken when voted
upon by that voting group.

         If the Articles of Incorporation or the Utah Revised Business
Corporation Act provide for voting by two or more voting groups on a matter,
action on that matter is taken only when voted upon by each of those voting
groups counted separately. One voting group may vote on a matter even if another
voting group entitled to vote on the matter has not voted.

         Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the Articles of Incorporation, these Bylaws or the Utah Revised
Business Corporation Act provide otherwise, a majority of the votes entitled to
be cast on the matter by the voting group constitutes a quorum of that voting
group for action on that matter.

         Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
a adjourned meeting.

         If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation, these Bylaws or the Utah Revised Business Corporation
Act require a greater number of affirmative votes.


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<PAGE>   10

         If the proposal upon which shareholders are requested to take action is
(1) a plan of merger or share exchange; (2) the sale, lease, exchange or other
disposition of all, or substantially all of the corporation's property; or (3)
the dissolution of the corporation, the affirmative vote of two-thirds of all of
the shares entitled to cast a vote on such a proposal, shall be required for
approval.

         2.11 Proxies. At all meetings of shareholders, a shareholder may vote
in person, or vote by proxy which is executed in writing by the shareholder or
which is executed by his duly authorized attorney-in-fact, or by a written
statement of the appointment transmitted by telegram, teletype, or other
electronic transmission along with written evidence from which it can be
determined that the shareholder transmitted or authorized the transmission of
the appointment. Such proxy shall be filed with the secretary of the corporation
or other person authorized to tabulate votes before or at the time of the
meeting. No proxy shall be valid after 11 months from the date of its execution
unless otherwise provided in the proxy.

         2.12 Voting Shares. Each outstanding share, regardless of class, shall
be entitled to one vote, and each fractional share is entitled to a
corresponding fractional vote, on each matter submitted to vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation of this
corporation as permitted by the Utah Revised Business Corporation Act.

         Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

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

         Unless the Articles of Incorporation of this corporation otherwise
provide, at each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, 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 such shareholder has a
right to vote, or if the Articles of Incorporation so provide, each shareholder
may accumulate votes by giving one candidate as many votes as the number of
directors to be elected multiplied by the number of shares held by such
shareholder shall


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equal, or by distributing such votes on the same principle among any number of
such candidates.

         2.13 Corporation's Acceptance of Votes. If the name signed on a vote,
consent, waiver, proxy appointment, or proxy appointment revocation corresponds
to the name of a shareholder, the corporation, if acting in good faith, is
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder.

         If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the shareholder if:

                  (a) the shareholder is an entity as defined in the Utah
         Revised Business Corporation Act and the name signed purports to be
         that of an officer or agent of the entity;

                  (b) the name signed purports to be that of an administrator,
         executor, guardian, or conservator representing the shareholder and, if
         the corporation requests, evidence of fiduciary status acceptable to
         the corporation has been presented with respect to the vote, consent,
         waiver, proxy appointment, or proxy appointment revocation;

                  (c) the name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder and, if the corporation
         requests, evidence of this status acceptable to the corporation has
         been presented with respect to the vote, consent, waiver, proxy
         appointment, or proxy appointment revocation;

                  (d) the name signed purports to be that of a pledgee,
         beneficial owner, or attorney-in-fact of the shareholder and, if the
         corporation requests, evidence acceptable to the corporation of the
         signatory's authority to sign for the shareholder has been presented
         with respect to the vote, consent, waiver, proxy appointment, or proxy
         appointment revocation;

                  (e) Two or more persons are the shareholder as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-owners and the person signing appears to be acting on behalf
         of all the co-owners.

         The corporation is entitled to reject a vote, consent, waiver, proxy
appointment, or proxy appointment revocation if the secretary or other officer
or agent authorized to


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tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

         The corporation and its officer or agent who accepts or rejects a vote,
consent, waiver, proxy appointment, or proxy appointment revocation in good
faith and in accordance with the standards of this section are not liable in
damages to the shareholder for the consequences of the acceptance or rejection.

         Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment, or proxy appointment revocation under this
section is valid unless a court of competent jurisdiction determines otherwise.

         2.14 Shareholder Action Without a Meeting. Any action which may be
taken at any annual or special meeting of the shareholders may be taken without
a meeting and without prior notice, if one or more consents in writing, setting
forth the actions so taken, shall be 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 in a meeting at which all shares entitled to vote
thereon were present and voted.

         Unless the written consents of all of the shareholders entitled to vote
have been obtained, notice of any shareholder approval without a meeting shall
be given at least ten days before the consummation of the action authorized by
the approval to: (i) those shareholders entitled to vote who have not consented
in writing, and (ii) those shareholders not entitled to vote and to whom the
Utah Revised Business Corporation Act requires a notice of the proposed action
be given. The notice must contain or be accompanied by the same material that
would have been required to be sent in a notice of a meeting at which the
proposed action would have been submitted to the shareholders for action.

         Directors may not be elected by written consent except by unanimous
written consent of all shares entitled to vote for the election of directors.

         2.15 Shareholders Proposals. The corporation shall accept and include
on the agenda of a shareholder meeting any shareholder proposal satisfying each
of the following requirements:

         (a) The shareholder submitting the shareholder proposal (the "Proposing
         Shareholder") has been a shareholder for at least one year on the date
         the proposal is submitted to the corporation and continues to be a
         shareholder on the date of the meeting.

         (b) The shareholder proposal was received at the principal executive
         offices of the corporation addressed to the attention of the president
         (i) in the case of an


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<PAGE>   13

         annual meeting that is called for a date that is within 30 days before
         or after the anniversary date of the immediately preceding annual
         meeting of shareholders, not less than 120 days before the anniversary
         of the date notice of the immediately preceding annual meeting was
         first mailed, and (ii) in the case of an annual meeting that is called
         for a date that is not within 30 days before or after the anniversary
         date of the immediately preceding annual meeting, or in the case of a
         meeting other than a regularly scheduled annual meeting, not later than
         the close of business on the later of the 60th day prior to the meeting
         date or the tenth day following the day on which notice of such meeting
         was first mailed.

         (c) The shareholder proposal sets forth (i) the name and address of the
         Proposing Shareholder, (ii) a description of the business which the
         Proposing Shareholder seeks to bring before the shareholder meeting,
         the reason for doing so and, if a specific action is to be proposed,
         the text of the resolution or resolutions which the Proposing
         Shareholder proposes that the corporation adopt, (iii) if the Proposing
         Shareholder is not the record owner of any shares of capital stock, a
         written statement from the record holder certifying that the Proposing
         Shareholder has been the beneficial owner of shares of capital stock in
         the corporation for at least one year, (iv) any interest (other than an
         interest solely as a shareholder) which the Proposing Shareholder has
         in the business being proposed by the Proposing Shareholder, (v) a
         description of all arrangements and understandings between the
         Proposing Shareholder and any other person or persons (naming such
         person or persons) pursuant to which the shareholder proposal is being
         made, (vi) a representation that the Proposing Shareholder is at the
         time of submitting the shareholder proposal, and will be on the meeting
         date, a holder of shares of capital stock entitled to vote at such
         meeting, and intends to appear in person or by proxy at the meeting to
         bring the business specified in the shareholder proposal before the
         meeting.

         (d) The shareholder proposal is the only shareholder proposal submitted
         by the Proposing Shareholder with respect to such meeting and such
         proposal, including any supporting statement, does not exceed 500
         words.

         (e) The shareholder proposal is not excludable from the proxy materials
         of the corporation on any basis for exclusion of shareholder proposals
         set forth in subsection (i) of Rule 14a-8 promulgated under the
         Securities Exchange Act of 1934, as the same may be amended from time
         to time ("Rule 14a-8"), including without limitation, the fact that the
         shareholder proposal (i) is not a proper subject matter for shareholder
         action, (ii) relates to specific amounts of cash or stock dividends,
         (iii) would cause the corporation to violate any state, federal or
         foreign law to which it is subject, (iv) relates to an election for
         membership on the corporation's board of directors, or (v) deals with
         substantially the same subject


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<PAGE>   14

         matter as another shareholder proposal that has been previously
         considered at a shareholder meeting within the past five (5) calendar
         years and received less than three percent (3%) of the vote at such
         meeting.

The corporation may, in its sole discretion, refuse to accept and include on the
agenda of a shareholder meeting any shareholder proposal that does not satisfy
all of the requirements of subsections (a) through (e) above. In the event the
corporation determines to exclude a shareholder proposal, the corporation shall
notify the Proposing Shareholder in writing of its intent to excluded the
shareholder proposal and the basis on which the corporation is relying to
exclude the shareholder proposal. The Proposing Shareholder shall have a period
of fourteen (14) days following receipt of a notice that the corporation intends
to exclude a shareholder proposal during which to respond to such notice and, to
the extent any defect relied upon by the corporation to exclude the shareholder
proposal can be remedied, to remedy such defect.

         Notwithstanding anything to the contrary in this Section 2.15, any
shareholder proposal that the corporation is required to include in
corporation's proxy materials for a shareholder meeting pursuant to Rule 14a-8
shall be included in the corporation's proxy materials for the shareholder
meeting and shall be deemed to comply with the requirements of this Section
2.15.

         2.16 Shareholder's Right to Inspect Corporate Records. The corporation
shall keep as permanent records minutes of all meetings of its shareholders and
Board of Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the
corporation and records of all waiver of notice of meeting of shareholders,
Board of Directors and committees of directors. The corporation shall maintain
appropriate accounting records.

         If a shareholder gives the corporation written notice of his or her
demand at least five business days before the date on which he or she wishes to
inspect and copy the below listed records, the shareholder (or his agent or
attorney) has the right to inspect and copy, during regular business hours, any
of the following records, all of which the corporation is required to keep at
its principal office:

                  (a) the Articles or restated Articles of Incorporation and all
         amendments thereto currently in effect;

                  (b) the Bylaws or restated Bylaws and all amendments thereto
         currently in effect;


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<PAGE>   15

                  (c) the minutes of all shareholders' meetings, and records of
         all action taken by shareholders without a meeting, for the past three
         years;

                  (d) all written communications to shareholders generally
         within the past three years, including the financial statement
         furnished for the past three years to the shareholders;

                  (e) a list of the names and business addresses of its current
         directors and officers;

                  (f) the most recent annual report delivered to the Secretary
         of State; and

                  (g) all financial statements for periods ending during the
         last three years that a shareholder could request under Section 2.17.

         In addition, if a shareholder gives the corporation a written demand
made in good faith and for a proper purpose at least five business days before
the date on which he or she wishes to inspect and copy the below described
records, and if the shareholder describes with reasonable particularity his or
her purpose and the records the shareholder desires to inspect, and the records
are directly connected with his or her purpose, the shareholder of the
corporation (or his agent or attorney) is entitled to inspect and copy, during
regular business hours at a reasonable location specified by the corporation,
any of the following records of the corporation:

                  (a) excerpts from minutes of any meeting of the Board of
         Directors, records of any action of a committee of the Board of
         Directors on behalf of the corporation, minutes of any meeting of the
         shareholders, records of action taken by the shareholders or Board of
         Directors without a meeting and waivers of notices of any meetings of
         the shareholders, the Board of Directors or any committee of the Board
         of Directors;

                  (b) accounting records of the corporation; and

                  (c) the record of shareholders (compiled no earlier than the
         date of the shareholder's demand).

         The right to copy records includes, if reasonable, the right to receive
copies made by photographic, xerographic, or other means. The corporation may
impose a reasonable charge, covering the costs of labor and material, for copies
of any documents provided to the shareholder. The charge may not exceed the
estimated cost of production or reproduction of the records.


                                       11
<PAGE>   16

         For purposes of this Section 2.16, the term "shareholder" shall include
a beneficial owner whose shares are held in a voting trust or by a nominee on
his behalf.

         2.17 Financial Statements. Upon the written request of any shareholder,
the corporation at its own expense shall mail to the shareholder the
corporation's most recent annual or quarterly financial statements showing in
reasonable detail its assets, liabilities and the results of its operations.

                                    ARTICLE 3

                               BOARD OF DIRECTORS

         3.1 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation managed under
the direction of, the Board of Directors, subject to any limitation set forth in
the Articles of Incorporation or in a shareholder's agreement authorized under
the Utah Revised Business Corporation Act.

         3.2 Number of Directors and Qualification. The authorized number of
directors shall be specified from time to time by resolution of the Board of
Directors, but shall not be more than nine (9) nor less than three (3) unless
the number of shareholders of the corporation is less than three (3), in which
case the corporation may have a number of directors equal to or greater than the
number of shareholders. Directors need not be residents of the State of Utah or
shareholders of the corporation.

         3.3 Election and Term of Office. The Directors shall be divided into
three classes as nearly equal in number as possible and one class of Directors
shall be elected at each annual meeting of shareholders to hold office for a
three-year term. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified. No decrease in the authorized number
of directors shall have the effect of shortening the term of any incumbent
director.

         3.4 Regular Meetings. The Board of Directors may provide by resolution
the time and place, either within or without the State of Utah, for the holding
of regular meetings without notice other than such resolution.

         3.5 Special Meetings. Special meetings of the Board of Directors for
any purpose or purposes may be called at any time by or at the request of the
Chairman of the Board, the President, or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Utah, as the place for holding
any special meeting of the Board of Directors.


                                       12
<PAGE>   17

         3.6 Notice. Notice of the date, time and place of any special meeting
shall be delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each director at
that director's address as it is shown on the records of the corporation. If the
notice is mailed, it shall be deposited in the United States mail at least five
(5) days before the time of the holding of the meeting. If the notice is
delivered by telegram, it shall be effective upon receipt. Any oral notice given
personally or by telephone may be communicated either to the director or to a
person at the office of the director who the person giving notice has reason to
believe will promptly communicate it to the director. Any director may waive
notice of any meeting by delivering a written waiver to the corporation to file
in its corporate records, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where the director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened and does not
thereafter vote for or consent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors needs to be specified in the notice or waiver of
notice of such meeting.

         3.7 Quorum. A majority of the number of directors prescribed by
resolution of the Board of Directors in accordance with these Bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.

         3.8 Manner of Acting. The act 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 unless the act of a greater number of directors is required by the
Articles of Incorporation of the corporation, these Bylaws or the Utah Revised
Business Corporation Act.

         3.9 Vacancies and Newly Created Directorships. Any vacancy occurring in
the Board of Directors may be filled by the affirmative vote of a majority of
the remaining directors, though less than a quorum or by the affirmative vote of
the majority of shares entitled to vote for directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. If the vacant director's position was held by a director elected by a
voting group of shareholders, that vacant director position shall be filled by
the affirmative vote of one or more directors who are elected by the same voting
group, or by the affirmative vote of the holders of shares of that voting group.

         3.10 Committees. The Board of Directors, by resolution adopted by the
majority of the number of directors, may designate one or more committees
consisting of not less than two directors, which committee or committees, to the
extent provided in such resolution or in the Articles of Incorporation or these
Bylaws, shall have and may exercise


                                       13
<PAGE>   18

all the authority so provided; except that the designation of such committees
and the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed upon it or
him or her by law.

         3.11 Fees and Compensation. Directors may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board of Directors. This section shall not be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

         3.12 Presumption of Assent. A director who is present at a meeting of
the Board of Directors when corporate action is taken is considered to have
consented to the action taken at the meeting unless 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 consent
to any action taken at the meeting, or the director contemporaneously requests
his dissent or abstention as to any specific action to be entered into the
minutes of the meeting, or the director causes written notice of a dissent or
abstention as to a 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.

         3.13 Resignations. A director may resign at any time by giving a
written notice of resignation to either the Chairman of the Board of Directors,
the President, a Vice-President, or the Secretary or Assistant Secretary, if
any. Unless otherwise provided in the resignation, the resignation shall become
effective when the notice is received by an officer or director of the
corporation. If the resignation is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation becomes
effective.

         3.14 Action by Written Consent. Any action required to be taken at a
meeting of the Board of Directors of the corporation or any other action which
may be taken at a meeting of the Board of Directors or of a committee, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same legal effect as
a unanimous vote of all the directors or members of the committee and may be
described as such in any document.

         Action taken in this section is effective at the time the last director
signs a writing describing the action taken, unless the Board of Directors
establishes a different effective date.



                                       14
<PAGE>   19

         3.15 Meetings by Telephone Conference Call. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting.

         3.16 Removal of Directors. Directors of the corporation may be removed,
with or without cause, only upon the affirmative vote of the holders of a
majority of the outstanding capital stock entitled to vote thereon.

                                    ARTICLE 4

                             COMMITTEES OF DIRECTORS

         4.1 How Constituted. The Board of Directors may, by resolution adopted
by a majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the prescribed number of directors.

         4.2 Powers. Each committee shall have and may exercise all powers
relating to the business and affairs of the corporation as may be granted to it
by the Board of Directors, except for such power as by law may not be delegated
by the Board of Directors to a committee.

         4.3 Proceedings. Each committee as may be designated hereunder by the
Board of Directors may fix its own presiding and recording officer or officers,
and may meet at such place or places, at such time or times and upon such notice
(or without notice) as it shall determine from time to time. It shall keep a
record of its proceedings and shall report such proceedings to the Board of
Directors at the meeting of the Board of Directors next following.

         4.4 Quorum and Manner of Acting. At all meetings of each committee as
may be designated hereunder by the Board of Directors, the presence of members
constituting a majority of the total authorized membership of the committee
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the affirmative vote of a majority of the members present at any
meeting at which a quorum is present shall be the act of such committee. The
members of each committee as may be designated


                                       15
<PAGE>   20

hereunder by the Board of Directors, shall act only as a committee and the
individual members thereof shall have no powers as such.

         4.5 Meetings by Telephone Conference Call, Consent. Members of each
committee as may be designated hereunder by the Board of Directors may
participate in a meeting of the committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting shall
constitute presence in person at such a meeting.

         Action may be taken by any committee without a meeting if all members
thereof consent in writing, and such writing or writings are filed with the
minutes of the proceedings of such committee.

         4.6 Resignations. Any member of any committee as may be designated
hereunder by the Board of Directors may resign at any time by delivering a
written resignation to either the Chairman of the Board, if any, the President,
the Secretary, or Assistant Secretary, if any, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

         4.7 Removal. The Board of Directors may at any time remove any member
of any committee designated by it hereunder either with or without cause.

         4.8 Vacancies. If any vacancy shall occur in any committee designated
by the Board of Directors hereunder, by reason of disqualification, death,
resignation, removal, or otherwise, the remaining members shall, until the
filling of such vacancy, constitute the then total authorized membership of the
committee and, provided that two or more members are remaining, shall continue
to act. Such vacancy may be filled at any meeting of the Board of Directors.

         4.9 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of any committee designated by it hereunder
who is not an active salaried employee of the corporation for attendance at each
meeting of such committee.

                                    ARTICLE 5

                                    OFFICERS

         5.1 Officers. Except as provided otherwise by a resolution of the Board
of Directors, the officers of the corporation shall be a President, a Secretary,
and a


                                       16
<PAGE>   21

Treasurer. Any two or more offices may be held by the same person. The
corporation may also have such other officers as may be appointed by the Board
of Directors including a Chairman of the Board and one or more Vice Presidents.

         5.2 Appointment, Term of Office and Qualification. The officers of the
corporation shall be appointed by, and serve at the pleasure, of the Board of
Directors, subject to any rights of an officer under any contract of employment.
Appointment of officers shall take place annually or at such other intervals as
the Board of Directors may determine, and may be held at regular or special
meetings of the Board or by the written consent of the directors. Each officer
shall hold office until his or her successor shall have been duly appointed and
qualified or until such officer's death, resignation or removal in the manner
provided in these Bylaws. The Chairman of the Board, if any, shall be and remain
a director of the corporation during the term of his or her office. No other
officer need be a director of the corporation.

         5.3 Resignations. Any officer may resign at any time by delivering a
written resignation to the Board of Directors, the President, or the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery of the resignation and, unless otherwise specified in the resignation,
the acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party.

         5.4 Removal. The Board of Directors may remove any officer at any time
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

         5.5 Vacancies and Newly Created Offices. A vacancy in any office by
reason of death, resignation, removal, disqualification, the creation of a new
office or otherwise, may be filled by the Board of Directors at any regular or
special meeting or by the unanimous written consent of the directors.

         5.6 President. Unless the Board of Directors shall otherwise determine,
the President shall be the chief executive officer of the corporation, and
shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business, officers, employees and
agents of the corporation. The President shall, when present, preside at
meetings of the shareholders and at all meetings of the Board of Directors
except as provided otherwise by the Board of Directors. The President shall have
the general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or these Bylaws.


                                       17
<PAGE>   22

         5.7 Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office of the corporation or such other place as the Board
of Directors may direct, a book of minutes of the proceedings of all meetings
of, and a record of all actions taken by, the Board of Directors, committees of
directors and shareholders of the corporation.

         The Secretary shall cause all notices of meetings to be duly given in
accordance with the provisions of these Bylaws and as required by the Utah
Revised Business Corporation Act.

         The Secretary shall be the custodian of the corporate records and of
the seal of the corporation, and shall cause such seal (or a facsimile thereof)
to be affixed to all certificates representing stock of the corporation prior to
the issuance thereof and to all instruments the execution of which on behalf of
the corporation under its seal shall have been duly authorized in accordance
with these Bylaws, and when so affixed the Secretary may attest the same.

         The Secretary shall see that the books, reports, statements,
certificates, and other documents and records required by the Utah Revised
Business Corporation Act are properly kept and filed.

         The Secretary shall have charge of the stock books of the corporation
and cause the stock and transfer books to be kept in such manner as to show at
any time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
alphabetically arranged names and the addresses of the holders of record
thereof, the number of shares held by each holder, and the time when each became
such holder of record; and shall exhibit at all reasonable times to any
director, upon application, the original or duplicate stock register. The
Secretary shall cause the stock book to be kept and exhibited at the principal
office of the corporation in the manner and for the purposes provided by law and
these Bylaws.

         The Secretary shall perform all duties incident to the office of
Secretary and such other duties as are given to him or her by law, or these
Bylaws, or as from time to time may be assigned by the Board of Directors.

         5.8 Treasurer. The Treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.


                                       18
<PAGE>   23

         The Treasurer shall deposit all money and other valuables in the name
and to the credit of the corporation with such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all
transactions taken as Treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

         5.9 Salaries. The salaries or other compensation of the officers of the
corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person or group of persons the
power to fix the salaries or other compensation of any officers. No officer
shall be prevented from receiving any such salary or compensation by reason of
the fact that he is also a director of the corporation.

         5.10 Surety Bonds. In case the Board of Directors shall so require, any
officer or agent of the corporation shall provide the corporation with a bond,
in such sums and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come under his
responsibility.

                                    ARTICLE 6

                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY

                         AND DEPOSIT OF CORPORATE FUNDS


         6.1 Instruments. The Board of Directors may authorize any officer,
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.

         6.2 Loans. No loan or advance shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.


                                       19
<PAGE>   24

         6.3 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as from time to time may be selected by any officer or agent
authorized so to do by the Board of Directors.

         6.4 Checks, Drafts, etc.. All checks, drafts, acceptances, notes,
endorsements and, subject to the provisions of these Bylaws, evidences of
indebtedness of the corporation shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.

         6.5 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice-President and by the Secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, shall cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as though the person who signed it or whose facsimile signature was
used thereon had not ceased to be such officer.

         6.6 Sale, Transfer, etc., of Securities. Sales, transfers,
endorsements, and assignments of shares of stocks, bonds, and other securities
owned by or standing in the name of the corporation and the execution and
delivery on behalf of the corporation of any and all instruments in writing
incident to any such sale, transfer, endorsement, or assignment, shall be
effected by the President, or by any Vice-President, together with the
Secretary, or by any officer or agent thereunto authorized by the Board of
Directors.

         6.7 Proxies. Proxies to vote with respect to shares of stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the President or any
Vice-President and the Secretary of the corporation or by any officer or agent
thereunto authorized by the Board of Directors.


                                       20
<PAGE>   25

                                    ARTICLE 7

                                  CAPITAL STOCK

         7.1 Stock Certificates. The shares of the corporation may, but need not
be, represented by certificates. If the shares are represented by certificates,
the certificates shall be signed by two officers as designated by the Board of
Directors, or in the absence of such designation, any two of the following
officers: the President, Vice-President, Secretary or Assistant Secretary of the
corporation. The certificates may be sealed with the seal of the corporation or
a facsimile thereof. The signatures of the designated officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the date
of its issue.

         If the corporation is authorized to issue different classes of shares
or a different series within a class, the designations, preferences,
limitations, and relative rights applicable to each class, the variations in
preferences, limitations, and relative rights determined for each series, and
the authority of the Board of Directors to determine variations for any existing
or future class or series, must be summarized on the front or back of each share
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder this information
on request in writing, without charge.

         Each certificate representing shares shall also state upon the face
thereof:

                  (a) The name of the issuing corporation and that it is
         organized under the laws of the State of Utah.

                  (b) The name of the person to whom the certificate is issued.

                  (c) The number and class of shares, and the designation of the
         series, if any, which such certificate represents.

         There shall be entered upon the stock transfer books of the corporation
at the time of issuance of each share, the number of the certificate issued, the
name and address of the person owning the shares represented thereby, the number
and kind, class or series of such shares, and the date of issuance thereof.
Every certificate exchanged or returned to the corporation shall be marked
"Cancelled" with the date of cancellation.


                                       21
<PAGE>   26

         7.2 Shares Without Certificates. The Board of Directors may authorize
the issuance of some or all of the shares of any or all of the classes or series
of the corporation's stock without certificates. The authorization does not
effect shares already represented by certificates until they are surrendered to
the corporation.

         Within a reasonable time after the issuance or transfer of shares
without certificates, the corporation shall send the shareholder a written
statement of the information required on certificates as stated in Section 7.1
and, if applicable, Section 7.4 of these Bylaws.

         7.3 Transfer of Stock. Transfers of stock shall be made only upon the
stock transfer books of the corporation kept at an office of the corporation or
by transfer agents designated to transfer shares of the stock of the
corporation. Except where a certificate is issued in replacement of a lost or
destroyed certificate as provided in these Bylaws, an outstanding certificate
for the number of shares involved shall be surrendered for cancellation before a
new certificate is issued therefor. Except as otherwise provided by law, the
corporation and transfer agents and registrars, if any, shall be entitled to
treat the holder of record of any share or shares of stock as the absolute owner
thereof for all purposes and, accordingly, shall not be bound to recognize any
legal, equitable or other claim to or interest in such share or shares on the
part of any other person whether or not it or they shall have express or other
notice thereof.

         7.4 Restrictions on Transfer or Registration of Shares. The Board of
Directors may, as they may deem expedient, impose restrictions on the transfer
or registration of transfer of shares of the corporation. The restriction does
not effect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of the
restriction or otherwise consented to the restriction.

         The restriction on the transfer or registration of transfer of shares
shall be authorized by the Utah Revised Business Corporation Act and its
existence shall be noted conspicuously on the front or back of the certificate,
or the restriction shall be contained in the information statement which is sent
to shareholders whose shares are not represented by certificates pursuant to
Section 7.2 of these Bylaws.

         7.5 Regulations. Subject to the provisions of these Bylaws and of the
Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the stock of the
corporation.

         7.6 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing shares of stock of the corporation, and may require
all such certificates to


                                       22
<PAGE>   27

bear the signature of either or both. The Board of Directors may from time to
time define the respective duties of such transfer agents and registrars.

         7.7 Lost or Destroyed Certificates. In the event of the loss or
destruction of any certificate of stock, another may be issued in its place
pursuant to such regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving of a
satisfactory bond or bonds of indemnity.

         7.8 Consideration for Shares. The Board of Directors may authorize the
issuance of shares for consideration consisting of any tangible or intangible
property or benefits to the corporation, including cash, promissory notes,
services performed, contracts or arrangements for services to be performed, or
other securities of the corporation. The terms and conditions of any tangible or
intangible property or benefit to provided in the future to the corporation,
including contracts or arrangements for services to be performed, shall be set
forth in writing. The corporation may place in escrow shares issued in
consideration for contracts, arrangements for future services or benefits, or in
consideration of a promissory note, or make other arrangements to restrict
transfer of the shares issued for any such consideration, and may credit
distributions in respect of the shares against their purchase price until the
services are performed, the note is paid, or the benefits are received. If the
specified future services are not performed, the note is not paid, or the
benefits are not received, the shares escrowed or restricted or the
distributions credited may be cancelled in whole or part.

                                    ARTICLE 8

                   MAINTENANCE INSPECTION OF BOOKS AND RECORDS

         The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and Board
of Directors; and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of the shares held by each. Any shareholder shall have the right to
examine in person the corporation's books and records as provided for in Article
2 of these Bylaws.


                                       23
<PAGE>   28

                                    ARTICLE 9

                                 INDEMNIFICATION

         9.1 Indemnification. Except as provided in Section 9.2 below, the
corporation may, to the maximum extent and in the manner permitted by the Utah
Revised Business Corporation Act, indemnify an individual made party to a
proceeding because he or she is or was a director, against liability incurred in
the proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the corporation's best interest, and in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. Termination of the 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. The Company may also indemnify and advance
expenses to an officer, employee, fiduciary or agent of the Company to the same
extent as a director.

         9.2 Certain Restrictions on Indemnification. The corporation may not
indemnify a director under Section 9.1, in connection with a proceeding by or in
the right of a corporation in which the director was adjudged liable to the
corporation, or in connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving action
in his official capacity, in which proceeding he was adjudged liable on the
basis he derived an improper personal benefit, unless ordered by a court of
competent jurisdiction.

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

         9.4 Determination. The corporation may not indemnify a director under
Section 9.1 unless authorized and a determination has been made in the specific
case that indemnification of the director is permissible in the circumstances
because the director has met the applicable standard of conduct set forth in
Section 9.1. Such determination shall be made (1) by the Board of Directors by
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, (2) if a quorum cannot be attained, by 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, (3) by special legal counsel
selected by the Board of Directors or its


                                       24
<PAGE>   29

committee in the manner prescribed in clauses (1) or (2) of this Section 9.4 or
(4) by the shareholders, by a majority of the votes entitled to be cast by
holders of qualified shares that are present in person or by proxy at a meeting.
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.

         9.5 General Indemnification. The indemnification and advancement of
expenses provided by this Article 9 shall not be construed to be exclusive of
any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any Articles of Incorporation, bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office.

         9.6 Advances. The corporation may 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: (1) the director furnishes the
corporation a written affirmation of his good faith belief that he has met the
applicable standard of conduct described in Section 9.1, (2) the director
furnishes to the corporation a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that he did not
meet the standard of conduct and (3) a determination is made that the facts then
known to those making a determination would not preclude indemnification under
this Article 9.

         9.7 Scope of Indemnification. The indemnification and advancement of
expenses authorized by this Article 9 is intended to permit the corporation to
indemnify to the fullest extent permitted by the laws of the State of Utah, any
and all persons whom it shall have power to indemnify under such laws from and
against any and all of the expenses, disabilities, or other matters referred to
in or covered by such laws. Any indemnification or advancement of expenses
hereunder shall, unless otherwise provided when the indemnification or
advancement of expenses is authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators.

         9.8 Insurance. The corporation may purchase and maintain liability
insurance on behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the corporation, or who, while serving as a director,
officer, employee, fiduciary or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability asserted
against or incurred by him in such capacity or arising out of his status in such
capacity, whether or not the corporation would have the power to indemnify him
against the same


                                       25
<PAGE>   30

liability under the provisions of this Article 9 or the laws of the State of
Utah, as the same may hereafter be amended or modified.

                                   ARTICLE 10

                                   FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE 11

                                    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.

                                   ARTICLE 12

                                   AMENDMENTS

         Except as provided in the Articles of Incorporation, these Bylaws may
be amended by the Board of Directors at any meeting or by the shareholders at
any meeting.


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<PAGE>   31

                                   CERTIFICATE

                                       OF

                               ADOPTION OF BYLAWS

                             ----------------------

                               MSI HOLDINGS, INC.

                             ----------------------


   CERTIFICATE BY SECRETARY OF ADOPTION BY BOARD OF DIRECTORS AND SHAREHOLDERS


         The undersigned hereby certifies that he is the duly elected, qualified
and acting Secretary of MSI Holdings, Inc., a Utah corporation, and that the
foregoing Bylaws were submitted to and approved and adopted by the Board of
Directors of this corporation by resolution and by resolution of the
shareholders dated October 8, 1999.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of October 1999.




/s/ Stephen Hoelscher
----------------------------------------
Stephen Hoelscher, Secretary