AMENDED BYLAWS

                                       OF

                     SECURITY NATIONAL FINANCIAL CORPORATION



<PAGE>


                                AMENDED BYLAWS OF

                     SECURITY NATIONAL FINANCIAL CORPORATION


                                Table Of Contents

                                                                          Page

ARTICLE 1         CORPORATE OFFICES.........................................1
         1.1      Business Office...........................................1
         1.2      Registered Office.........................................1

ARTICLE 2         SHAREHOLDERS..............................................1
         2.1      Annual Meeting............................................1
         2.2      Special Meetings..........................................1
         2.3      Place of Meetings.........................................1
         2.4      Notice of Meetings........................................2
         2.5      Fixing of Record Date.....................................2
         2.6      Voting List...............................................2
         2.7      Shareholder Quorum and Voting Requirements................2
         2.8      Proxies...................................................3
         2.9      Voting Shares.............................................3
         2.10     Shareholder Action Without a Meeting......................3
         2.11     Waiver....................................................3

ARTICLE 3         BOARD OF DIRECTORS........................................3
         3.1      General Powers............................................3
         3.2      Number of Directors and Qualification.....................4
         3.3      Election and Term of Office...............................4
         3.4      Chairman of the board of directors........................4
         3.5      Regular Meetings..........................................4
         3.6      Special Meetings..........................................4
         3.7      Notice....................................................4
         3.8      Quorum....................................................5
         3.9      Manner of Acting..........................................5
         3.10     Vacancies and Newly-Created Directorships.................5
         3.11     Fees and Compensation.....................................5
         3.12     Presumption of Assent.....................................5
         3.13     Resignations..............................................6
         3.14     Action by Written Consent.................................6
         3.15     Meetings by Telephone Conference Call.....................6
         3.16     Removal of Directors......................................6



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                            Table of Contents, Con't.

                                                                          Page

ARTICLE 4         COMMITTEES................................................6
         4.1      Committees................................................6
         4.2      Procedures, Meetings and Quorum...........................7

ARTICLE 5         OFFICERS..................................................7
         5.1      Officers..................................................7
         5.2      Appointment, Term of Office and Qualification.............7
         5.3      Resignations..............................................7
         5.4      Removal...................................................8
         5.5      Vacancies and Newly-Created Offices.......................8
         5.6      President.................................................8
         5.7      Vice Presidents...........................................8
         5.8      Secretary.................................................8
         5.9      Treasurer.................................................9
         5.10     Assistant Secretaries and Treasurers......................9
         5.11     Salaries..................................................9
         5.12     Surety Bonds..............................................9

ARTICLE 6         EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
                  AND DEPOSIT OF CORPORATE FUNDS                          10
         6.1      Instruments.............................................10
         6.2      Loans...................................................10
         6.3      Deposits................................................10
         6.4      Checks, Drafts, etc.....................................10
         6.5      Bonds and Debentures....................................10
         6.6      Sale, Transfer, etc., of Securities.....................11
         6.7      Proxies.................................................11

ARTICLE 7         CAPITAL STOCK...........................................11
         7.1      Stock Certificates......................................11
         7.2      Shares Without Certificates.............................12
         7.3      Transfer of Stock.......................................12
         7.4      Restrictions on Transfer or Registration of Shares......12
         7.5      Regulations.............................................12
         7.6      Transfer Agents and Registrars..........................12
         7.7      Lost or Destroyed Certificates..........................13
         7.8      Consideration for Shares................................13

ARTICLE 8         INDEMNIFICATION.........................................13
         8.1      Indemnification.........................................13
         8.2      Certain Restrictions on Indemnification.................13

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                            Table of Contents, Con't

                                                                         Page

         8.3      Mandatory Indemnification...............................13
         8.4      Determination...........................................14
         8.5      General Indemnification.................................14
         8.6      Advances................................................14
         8.7      Scope of Indemnification................................14
         8.8      Insurance...............................................15

ARTICLE 9         FISCAL YEAR.............................................15

ARTICLE 10        DIVIDENDS...............................................15

ARTICLE 11        AMENDMENTS..............................................15

ARTICLE 12        CONTROL SHARES ACQUISITIONS ACT.........................16
         12.1     Shares Subject to Redemption............................16
         12.2     Dissenter's Rights......................................16


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<PAGE>


                                 AMENDED BYLAWS

                                       OF

                     SECURITY NATIONAL FINANCIAL CORPORATION

                                    ARTICLE 1

                               CORPORATE OFFICES


1.1 Business Office . The principal  office of the Corporation  shall be located
at such place  within the state of Utah,  as may be  determined  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.

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 by the Board of Directors.


                                    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 for the annual
meeting  of the  shareholders,  or at any  adjournment  thereof,  the  Board  of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders.

2.2 Special Meetings . Special meetings of the shareholders may be called at any
time  by the  chairman  of the  board,  by the  President,  or by the  Board  of
Directors.  Special  meetings  of the  shareholders  may also be  called  by the
holders of shares representing at least ten percent of all the votes entitled to
be cast on any issue proposed to be considered at the proposed  special  meeting
by  delivery of one or more signed and dated  written  demands for the  meeting,
stating the purpose or purposes for which it is to be held to the  Corporation's
Secretary or other designated officer.

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.







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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 given not less than ten nor more than
60 days before the date of the meeting, either personally,  by facsimile,  mail,
or  express  courier  by or at the  direction  of the  chairman  of the Board of
Directors, the President, the Secretary, or the officer or person(s) 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 (the
"Revised Act") or the Corporation's  articles of incorporation to receive notice
of the meeting.

2.5 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  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  date on which  the  particular  action
requiring such  determination  of the  shareholders is to be taken. If no record
date is so fixed by the Board of Directors, the record date for determination of
such shareholders shall be determined in accordance with the Revised Act.

2.6 Voting  List . Unless  otherwise  directed  by the Board of  Directors,  the
Secretary  of the  Corporation  shall  prepare a list of the names of all of the
shareholders who are entitled to be given notice of the meeting.  The list shall
be arranged by voting group,  and within each voting group by class or series of
shares. The list shall be alphabetical within each class or series and must show
the  address  of,  and the  number  of shares  held by,  each  shareholder.  The
shareholder  list must be made  available for  inspection by any  shareholder in
accordance with the Revised Act.

2.7 Shareholder Quorum and Voting Requirements. If the Corporation's articles of
incorporation  or the Revised Act provide 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 Revised 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 though 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  amended  bylaws or the
Revised 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,  including  the
purpose of  determining  that a quorum  exists,  it is deemed present for quorum
purposes  for the  remainder  of the  meeting  and for any  adjournment  of that
meeting unless a new record date is or must be set for the adjourned meeting.

     If a  quorum  exists,  action  on a matter  (other  than  the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the
articles of  incorporation,  these amended bylaws,  or the Revised Act require a
greater number of affirmative votes.




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<PAGE>


2.8 Proxies . At all meetings of shareholders, a shareholder may vote in person,
or vote by a proxy that is  executed by the  shareholder  or that is executed by
the shareholder's duly authorized agent or attorney-in-fact, or by an electronic
transmission  containing or accompanied  by information  that indicates that the
shareholder,  or the  shareholders  duly  authorized  agent or  attorney-in-fact
authorized the transmission. Such proxy shall be filed with the Secretary of the
Corporation,  the  inspector of  election,  or any other  person  authorized  to
tabulate  votes  before or at the time of the  meeting.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

2.9 Voting Shares . Each outstanding  share,  regardless of class, and except as
otherwise  required by the Revised Act,  shall be entitled to one vote, and each
fractional share is entitled to a corresponding  fractional vote, on each matter
submitted to a vote at a meeting of the 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 Revised
Act.

     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 upon surrender of
the shares.

     Unless the articles of incorporation of this Corporation provide otherwise,
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.

2.10 Shareholder Action Without a Meeting . Any action required to be taken at a
meeting of the shareholders,  or any other action that may be taken at a meeting
of the  shareholders,  may be taken  without a meeting if a consent in  writing,
setting forth the action so taken, is signed by all the shareholders entitled to
vote with respect to the subject matter thereof.

2.11 Waiver.  A shareholder may waive any required notice in accordance with the
Revised Act.


                                    ARTICLE 3
                               BOARD OF DIRECTORS1

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








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<PAGE>


3.2 Number of Directors and  Qualification  . The initial  authorized  number of
directors  shall be not less  than five nor more than  twelve  unless  otherwise
specified  from time to time by resolution of the Board of Directors,  but shall
not be less than three unless the number of  shareholders  of the Corporation is
less than three,  in which event 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. Every person elected to be a director who, after
such election, shall cease to be a shareholder, shall cease to be a director and
his office shall then become vacant.

3.3  Election  and Term of Office .  Directors  shall be elected at each  annual
meeting of the  shareholders  to hold office  until the next  succeeding  annual
meeting.  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  Chairman  of the Board of  Directors . The Board of  Directors  may elect a
Chairman  of the  Board of  Directors,  which  person  shall  at all  times be a
director.  The Chairman of the Board of Directors,  if such a person is elected,
shall,  if present,  preside at meetings of the Board of Directors  and exercise
and perform such other powers and duties as may from time to time be assigned to
him by the Board of Directors or as may be prescribed  by these amended  bylaws.
Unless  otherwise  restricted by law, the Chairman of the Board of Directors may
also be given the duties of an officer of the  Corporation,  as well as serve as
an officer, as determined by the Board of Directors. The period(s) of service by
the  Chairman  of the Board of  Directors  shall be  determined  by the Board of
Directors. In the absence of the Chairman of the Board of Directors, if elected,
the Board of Directors may appoint  another  member of the Board of Directors to
conduct the meeting(s) of the Board of Directors.

3.5 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.

3.6  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 of Directors,  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.

3.7 Notice . Notice of the date,  time, and place of any special  meeting of the
Board of  Directors  shall  be  delivered  personally  or by  telephone  to each
director  or sent by mail,  express  courier,  or  facsimile,  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 days before the time of the holding of the
meeting.  If the  notice is  delivered  personally,  by express  courier,  or by
telephone,  facsimile,  telegraph or  electronic  mail, it shall be delivered at
least 48 hours before the meeting begins. 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.

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3.8  Quorum . A  majority  of the  authorized  number of  directors  as fixed in
accordance  with  these  amended  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  until a quorum
shall be present.

3.9  Manner of Acting . The act of a  majority  of the  directors  present  at a
meeting at which a quorum is present  shall,  unless the act of a greater number
of directors is required by the articles of  incorporation of the Corporation or
these amended bylaws, be the act of the Board of Directors.

3.10 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.  The term "vacancy"  includes any directorship  authorized under Section
3.2 but not filled by shareholders  at the annual  meeting,  whether or not such
directorship had a prior encumbrance.

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.

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<PAGE>


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 that may 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 shall have the same legal effect as a unanimous vote of
all the  directors  and may be described as such in any document or  instrument.
Action taken  pursuant to this Section is effective when the last director signs
a writing describing the action taken, unless the Board of Directors establishes
a different effective date.

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,  as the case may be, by means of
conference  telephone  call or  similar  communications  equipment  by which all
persons participating in the meeting can hear each other throughout the meeting.
Participation  in such a meeting  shall  constitute  presence  in person at such
meeting.

3.16 Removal of Directors.  The shareholders may remove one or more directors at
a meeting called for that purpose if notice has been given that a purpose of the
meeting is such  removal.  The removal may be with or without  cause  unless the
articles of incorporation provide that directors may only be removed with cause.
If  a  director  is  elected  by  a  voting  group  of  shareholders,  only  the
shareholders  of that voting  group may  participate  in the vote to remove such
director.  A director  may be removed only if the number of votes cast to remove
such director exceeds the number of votes cast not to remove such director.

                                    ARTICLE 4
                                   COMMITTEES

4.1 Committees. The Board of Directors shall by resolution adopted by a majority
of the Board of Directors  designate  from among its members an audit  committee
and may from time to time by  resolution  adopted by a majority  of the Board of
Directors designate from among its members one or more committees in addition to
an audit committee,  including, but not limited to, a compensation committee and
an executive committee,  each of which shall have such authority of the Board of
Directors  as may be  specified  in the  resolution  of the  Board of  Directors
designating  such  committee;  provided,  however,  that any such  committee  so
designated  shall not have any powers not  allowed  under the Revised  Act.  The
chairman of any such  committee  shall be  designated by the Board of Directors.
Each  committee  must have at least three  directors  as  members.  The Board of
Directors  shall  have  power  at any time to  change  the  members  of any such
committee,  designate  alternate  members  of any such  committee,  and fill all
vacancies  therein.  Any such committee shall serve at the pleasure of the Board
of Directors.




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4.2 Procedures, Meetings and Quorum. Meetings of any committee designated by the
Board of Directors  may be held at such times and places as the chairman of such
committee  shall from time to time  determine.  Notice of such meetings shall be
given within the same times and by the same means as set forth in these  amended
bylaws for  meetings  of the Board of  Directors.  At every  meeting of any such
committee,  the  presence of a majority of all of the members of such  committee
shall be necessary for the  transaction of business,  and the action of any such
committee  must be  authorized  by the  affirmative  vote of a  majority  of the
members present at such meeting at which a quorum is present. Any such committee
shall keep minutes of its proceedings, and all action by such committee shall be
reported to the Board of Directors at its meeting next succeeding such action.

                                    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,  one or more
Vice Presidents as may be determined by resolution of the Board of Directors,  a
Secretary and a Treasurer.  The principal  officers of the Corporation  shall be
the  President,  Treasurer and Secretary and such offices shall be held by three
separate  natural  persons.  The Corporation may also have, at the discretion of
the Board of Directors, one or more assistant secretaries, one or more assistant
Treasurers,  and  such  other  officers  as may be  appointed  by the  Board  of
Directors. Officers need not be shareholders of the Corporation.

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 made at  regular or special
meetings of the Board of Directors or by the written  consent of the  directors.
Each  officer  shall  hold  office  until  his  successor  shall  have been duly
appointed and qualified or until such officer's death,  resignation,  or removal
in the manner provided in these amended bylaws.  No officer provided for in this
Article 5 need be a director of the  Corporation nor shall any such officer be a
director unless elected a director in accordance with these amended bylaws.

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 such
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.










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5.4  Removal.  Any  officer  may be  removed by the Board of  Directors  or by a
committee,  if any, if so authorized by the Board of Directors,  whenever in its
judgment the best interests of the Corporation would be served thereby, 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 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, if so
designated by  resolution  of the Board of Directors,  shall also have the title
chief  executive  officer,  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.  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 amended bylaws.

5.7 Vice  Presidents.  In the absence or disability of the  President,  the Vice
Presidents, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board of Directors, shall perform all
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.  The Vice Presidents
shall have such other  powers and perform  such other duties as may from time to
time be prescribed for them by the Board of Directors, these amended bylaws, the
President,  or the chairman of the Board of Directors and,  unless  otherwise so
prescribed,  the  powers  and  duties  customarily  vested in the office of Vice
President of a Corporation.

5.8  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 or any  committees
of the Board of Directors.  The Secretary shall cause all notices of meetings to
be duly given in accordance  with the  provisions of these amended bylaws and as
required by the Revised Act.

     The Secretary  shall be the  custodian of the corporate  records and of the
seal, if any, of the  Corporation.  Unless  otherwise  required by law or by the
Board of Directors, the adoption or use of a corporate seal is not required. The
Secretary shall see that the books, reports, statements, certificates, and other
documents and records required by the Revised 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 addresses of the holders of record  thereof,
the number of shares held by each holder, and the time when each became a holder
of record.  The Secretary shall exhibit at all reasonable times to any director,
upon application,  the original or duplicate stock register. The Secretary shall
cause the stock ledger to be kept and exhibited at the  principal  office of the
Corporation in the manner and for the purposes  provided by these amended bylaws
and the Revised Act.

     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 amended  bylaws
or as from time to time may be assigned by the Board of Directors.

                                        8


<PAGE>


5.9 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.

     The Treasurer  shall deposit all monies 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 the Board of  Directors,  whenever they request it, an account of
all of  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 amended bylaws.

5.10  Assistant  Secretaries  and  Treasurers.   Any  assistant  secretaries  or
assistant Treasurers elected by the Board of Directors shall perform such of the
duties of the Secretary or the  Treasurer,  respectively,  as may be assigned to
them by the  officers  they  are  elected  to  assist,  or as may  otherwise  be
prescribed for them by the Board of Directors.

5.11  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.

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



















                                        9


<PAGE>


                                    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 to the Corporation shall be contracted,  no negotiable paper
or other evidence of its obligation  under any loan to the Corporation  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.

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  amended  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  signed by the  President or a
Vice  President  and  by  the  Secretary.   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 has been used thereon had
not ceased to be such officer.










                                       10


<PAGE>


6.6 Sale, Transfer,  etc., of Securities.  Sales, transfers,  endorsements,  and
assignments of shares of stock, 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.


                                    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,  any Vice President,  the Secretary,  or any assistant
Secretary of the Corporation.  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 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.  Unless  otherwise  required by the
Revised Act, or by the Board of Directors in accordance with applicable law, the
foregoing with respect to shares does not affect shares  already  represented by
certificates.

                                       11


<PAGE>


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 affect
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
of these amended bylaws.

7.3  Transfer  of Stock .  Transfers  of stock shall be made only upon the stock
transfer  books  of  the  Corporation  kept  at  the  principal  office  of  the
Corporation  or by the transfer  agent(s)  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  amended  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 the  transfer  agent(s)  and
registrar(s),  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
affect 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 is
valid and enforceable  against the holder or a transferee of the holder,  if the
restriction  is  authorized  by the  Revised  Act and  its  existence  is  noted
conspicuously on the front or back of the certificate,  or if the restriction is
contained in the information statement that is sent to shareholders whose shares
are not  represented  by  certificates  pursuant to Section 7.2 of these amended
bylaws.

7.5  Regulations . Subject to the  provisions of these amended bylaws and of the
articles  of  incorporation,  the Board of  Directors  may make  such  rules and
regulations  as  it  may  deem  expedient  concerning  the  issuance,  transfer,
redemption,  and  registration  of  certificates  for shares of the stock of the
Corporation.

7.6 Transfer Agent(s) and  Registrar(s).  The Board of Directors may appoint one
or more  transfer  agent(s)  and one or more  registrar(s)  with  respect to the
certificates  representing  shares of stock of the Corporation,  and may require
all such  certificates  to bear the  signature  of either or both.  The Board of
Directors  may from time to time define the  respective  duties of such transfer
agent(s) and registrar(s).








                                       12


<PAGE>


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
benefit  to  the  Corporation,   including  cash,   promissory  notes,  services
performed,  contracts or  arrangements  for services to be  performed,  or other
securities  of the  Corporation.  The terms and  conditions  of any  tangible or
intangible  property or benefit to be provided in the future to the Corporation,
including  contracts or arrangements for services to be performed,  shall be set
forth  in  writing.  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  the  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  and  the
distributions credited may be cancelled in whole or in part.

                                    ARTICLE 8
INDEMNIFICATION

8.1 Indemnification.  Except as provided in Section 8.2 of these amended bylaws,
the  Corporation  may, to the maximum extent and in the manner  permitted by the
Revised Act,  indemnify an individual made a party to a proceeding because he 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 interests,  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, 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.

8.2 Certain Restrictions on Indemnification. The Corporation may not indemnify a
director  under  Section  8.1 of these  amended  bylaws,  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 that he derived an improper personal benefit.

8.3 Mandatory  Indemnification  . 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 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.





                                       13


<PAGE>


8.4  Determination  . The Corporation may not indemnify a director under Section
8.1 of these amended bylaws unless  authorized and a determination has been made
in a 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 8.1 of these amended bylaws.  Such  determination  shall be
made either (a) 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 proceedings shall be counted in satisfying the quorum requirement,  (b) if a
quorum  cannot be  obtained,  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 the directors
who are not parties to the  proceeding  may  participate  in the  designation of
directors for the committee,  (c) by special legal counsel selected by the Board
of Directors  or a committee of the Board of Directors in the manner  prescribed
by the  Revised  Act,  or (d) by the  shareholders,  by a majority  of the votes
entitled to be cast by holders of qualified shares present in person or by proxy
at a meeting.  The  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 as determined under the Revised Act.

8.5 General  Indemnification . The  indemnification  and advancement of expenses
provided by this  Article 8 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 the articles of  incorporation,  these  amended  bylaws,  any
agreement,  any 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.

8.6 Advances . The Corporation in accordance with the Revised Act may pay for or
reimburse the reasonable  expenses  incurred by any director who is a party to a
proceeding in advance of final disposition of the proceeding if (a) 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 8.1 of these
amended  bylaws,  (b)  the  director  furnishes  to the  Corporation  a  written
undertaking in the form required by the Revised Act,  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 (c) a  determination  is made that the facts
then known to those making a  determination  would not preclude  indemnification
under this Article 8.

8.7 Scope of Indemnification . The  indemnification  and advancement of expenses
authorized by this Article 8 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,  liabilities,  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 of the Corporation and shall inure to
the benefit of such person's heirs, executors and administrators. This Article 8
is a summary of the indemnification  provisions of the Revised Act. In the event
of a conflict  between the  provisions of this Article 8 and the Revised Act, as
the case may be, shall control.






                                       14


<PAGE>


8.8 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 in any such  capacity or arising out of his status in any such  capacity,
whether or not the Corporation would have the power to indemnify him against the
liability  under the  provisions  of this  Article 8 or the laws of the state of
Utah, as the same may hereafter be amended or modified.


                                    ARTICLE 9
                                  FISCAL YEAR

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


                                   ARTICLE 10
                                   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 11
                                   AMENDMENTS

     These amended  bylaws may be amended by a two-thirds  majority of the Board
of  Directors  at  any  time,   except  to  the  extent  that  the  articles  of
incorporation,  these  amended  bylaws or the  Revised  Act  reserve  this power
exclusively to the shareholders, in whole or part. These amended bylaws may also
be amended at any time by the shareholders.















                                       15


<PAGE>


                                   ARTICLE 12

                         CONTROL SHARES ACQUISITIONS ACT

12.1 Shares  Subject to Redemption.  If a person  proposes to make or has made a
control share acquisition, as defined under the Utah Control Shares Acquisitions
Act (the "Act"),  and no acquiring  person  statement has been  delivered to the
Corporation by such acquiring  person  pursuant to Section 61-6-7 of the Act, or
if the acquiring person has filed the acquiring person statement but the control
shares  have not been  accorded  full  voting  rights by the  shareholders,  the
Corporation  shall have the right to redeem, at fair market value, as defined in
the Act,  the  control  shares of the  acquiring  person,  as defined in Section
61-6-2 of the Act. Any such redemption hereunder shall take place within 60 days
after the last  acquisition of control shares by the acquiring  person.  Control
shares acquired in a control share  acquisition are not subject to redemption by
the Corporation  after a statement by the acquiring person has been delivered to
the  Corporation,  unless the shares are not accorded  full voting rights by the
shareholders as provided in Section 61-6-10 of the Act.

12.2 Dissenter's Rights. In the event control shares required in a control share
acquisition  are accorded full voting rights  pursuant to provisions of the Act,
and the acquiring  person has acquired control shares with a majority or more of
the voting power, the shareholders of the Corporation shall not have dissenter's
rights as provided in Section 61-6-12 of the Act.





                                       16