EXHIBIT 3.3

                                     BYLAWS
                                       OF
                                  PHC HOLDINGS
                             (A NEVADA CORPORATION)
ARTICLE 1..................................................................4

   OFFICES.................................................................4

      Section 1: PRINCIPLE OFFICES:........................................4

      Section 2: OTHER OFFICES.............................................4

ARTICLE II.................................................................4

   MEETINGS OF SHAREHOLDERS................................................4

      Section 1: ANNUAL MEETING............................................4

      Section 2: PLACE OF MEETINGS.........................................4

      Section 3: SHAREHOLDER ACTION WITHOUT MEETING........................5

      Section 4: SPECIAL MEETINGS..........................................5

      Section 5: NOTICE OF MEETINGS........................................5

      Section 6: WAIVER OF NOTICE..........................................5

      Section 7: QUORUM....................................................6

      Section 8: PROXIES...................................................6

      Section 9: VOTING....................................................6

      Section 10: LIST OF SHAREHOLDERS.....................................6

      Section 11: INSPECTORS...............................................7

      Section 12: ELECTION BY BALLOT.......................................7

      Section 13: ORDER OF BUSINESS........................................7

ARTICLE III................................................................7

   BOARD OF DIRECTORS......................................................7

      Section 1: GENERAL POWERS............................................7

      Section 2: ENUMERATION OF DIRECTOR'S POWER...........................8

      Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS...............8

      Section 4: VACANCIES.................................................9

      Section 5: ANNUAL MEETING............................................9

      Section 6: NOTICE OF MEETINGS.......................................10

      Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE..............10

      Section 8: SPECIAL MEETINGS.........................................10

      Section 9: MAJORITY OF QUORUM.......................................10

      Section 10: TRANSACTIONS OF THE BOARD OF DIRECTORS..................10

      Section 11: ADJOURNMENT.............................................11

      Section 12: CONDUCT OF MEETINGS.....................................11

      Section 13: ACTION WITHOUT MEETING..................................11

      Section 14: FEES AND COMPENSATION OF DIRECTORS......................11

      Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS..........12

ARTICLE IV................................................................12

                                      -1-
<PAGE>





   OFFICERS...............................................................12

      Section 1: OFFICERS.................................................12

      Section 2: ELECTION OF OFFICERS.....................................12

      Section 3: SUBORDINATE OFFICERS.....................................12

      Section 4: REMOVAL AND RESIGNATION OF OFFICERS......................12

      Section 5: VACANCIES IN OFFICES.....................................13

      Section 6: PRESIDENT................................................13

      Section 7: VICE PRESIDENT...........................................13

      Section 8: SECRETARY................................................13

      Section 9: CHIEF FINANCIAL OFFICER..................................14

ARTICLE V.................................................................14

   INDEMNIFICATION OF DIRECTORS, OFFICERS,................................15

   EMPLOEES, AND OTHER AGENTS.............................................15

      Section 1: AGENTS, PROCEEDINGS, AND EXPENSES........................15

      Section 2: ACTIONS OTHER THAN BY THE CORPORATION....................15

      Section 3: ACTIONS BY THE CORPORATION...............................15

      Section 4: SUCCESSFUL DEFENSE BY AGENT..............................16

      Section 5: REQUIRED APPROVAL........................................16

      Section 6: ADVANCE OF EXPENSES......................................17

      Section 7: OTHER CONTRACTUAL RIGHTS.................................17

                                      -2-
<PAGE>


      Section 8: INSURANCE................................................17

      Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN...........18

ARTICLE VI................................................................18

   STOCK CERTIFICATES.....................................................18

      Section 1: FORM.....................................................18

      Section 2: TRANSFERS................................................18

      Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES.................19

ARTICLE VII...............................................................19

   CORPORATE ACTIONS......................................................19

      Section 1: CONTRACTS................................................19

      Section 2: LOAN.....................................................19

      Section 3: CHECK, DRAFTS, OR ORDERS.................................19

      Section 4: BANK DEPOSITS............................................19

ARTICLE III...............................................................20

   MISCELLANEOUS..........................................................20

      Section 1: INSPECTION OF CORPORATE RECORDS..........................20

      Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS.......20

      Section 3: FISCAL YEAR..............................................20

      Section 4: CONSTRUCTION AND DEFINITION..............................20

ARTICLE IX................................................................21

   AMENDMENTS TO BYLAWS...................................................21

   CERTTIFICATE OF SECRETARY OF ADOPTION BY DIRECTORS.....................21

                                      -3-
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                                    ARTICLE 1
                                     OFFICES
Section 1: PRINCIPLE OFFICES:

         The  principal  office  for  the  transaction  of the  business  of the
Corporation is fixed and located at 7808 South Dolphin  Circle,  Salt Lake City,
Utah 84121. The Board of Directors may, from time to time,  change the Principal
Office from one location to another as may be necessary.

         The  Secretary  shall note any change of the location of the  Principal
Office on these By-Laws contiguous this section,  or this section may be amended
to identify the new location.

Section 2: OTHER OFFICES

         The  Board  of  Directors  may,  at  any  time,   establish  branch  or
subordinate offices at any place or places.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 1: ANNUAL MEETING

         The annual meeting of  shareholders  shall be held on the last _Day_ of
__January__  of each year at  __10:00__  AM or at such  other date and time that
shall be scheduled by the Board of Directors to the extent that such  scheduling
is in compliance with the laws of the State of Nevada.

         At this meeting,  Directors  shall be elected,  and any proper business
within the power of the  shareholders  may be  transacted.  In the event that an
annual  meeting  is not  held in any  year,  the  Board  of  Directors,  as then
constituted, shall continue to perform their duties until such annual or special
meeting is properly called and they, or any of them, are re-elected or replaced.

Section 2. PLACE OF MEETINGS

         All annual shareholders  meetings shall be held either at the Principal
Office or any other  place  within or  outside  the State of Nevada  that may be
designated  either by the Board of Directors in accordance with these Bylaws, or
by written consent of all persons entitled to vote at the meeting,  given either
before or after the meeting and filed with the Secretary of the Corporation.

                                      -4-
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Section 3: SHAREHOLDER ACTION WITHOUT MEETING

         Pursuant to Nevada Law, any action which could be taken at a meeting of
the  shareholders may be taken without a meeting if a written consent thereto is
signed by  shareholders  holding at least a majority of the voting  power of the
Corporation,  except that if a different  proportion of voting power is required
for such action at a meeting,  then that  proportion of written consent shall be
required.

Section 4: SPECIAL MEETINGS

         A special  shareholders  meeting,  for any purpose  whatsoever,  may be
called at any time by the President, any Vice-President, the Board of Directors,
or one or more shareholders holding not less than one-tenth (1/10) of the voting
power of the Corporation.

Section 5: NOTICE OF MEETINGS

         Written notices specifying the place, day, and hour of the meeting and,
in  case  of a  special  meetin,  the  general  nature  of  the  business  to be
transacted, shall be given not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting.

         Such  notice must be given  personally  or by mail or by other means of
written communication,  addressed to the shareholder at the address appearing on
the books of the corporation, or given by the shareholder to the Corporation for
the purpose of notice.

         If no such  address  appears  or is given by a  shareholder  of  record
entitled  to vote at the  meeting,  notice  is  given  at the  place  where  the
Principle  Executive Office of the Corporation is located,  or by publication at
least  once in a  newspaper  of  general  circulation  in the  county  where the
Principal Executive office is located.

Section 6: WAIVER OF NOTICE

         A  shareholder  may waive  notice of any annual or  special  meeting by
signing a  written  notice  of  waiver  either  before or after the date of such
meeting.

                                      -5-
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Section 7: QUORUM

         The presence in person or by proxy of the holders of at least fifty-one
percent (51%) of the  outstanding  shares entitled to vote at any meeting of the
shareholders shall constitute a quorum fro the transaction of business.

         The  shareholders  present at a duly called or held  meeting at which a
quorum is present may continue to do business until adjournment  notwithstanding
the withdrawal of enough  shareholders  to leave less than a quorum,  any action
taken (other than  adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

Section 8: PROXIES

         Every  person  entitled  to  vote  at a  shareholders'  meeting  of the
Corporation,  or entitled to execute written consent  authorizing action in lieu
of a meeting,  may do so either in person or by proxy executed in writing by the
shareholder or by his or her duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution  unless  otherwise
provided in the proxy.

Section 9: VOTING

         Except as otherwise  provided in the Articles of  Incorporation,  or by
agreement,  or by the  general  Corporation  law,  shareholders  at the close of
business on the record date are entitled to notice an to vote.

Section 10: LIST OF SHAREHOLDERS

         The  Secretary  shall  prepare,  at least  ten (10) days  before  every
meeting of shareholders, a complete list of the shareholders entitled to vote at
the  meeting,  arranged  in  alphabetical  order,  showing  the  address of each
shareholder, for any purpose germane to the meeting. This list shall be produced
and kept at the time and place of the meeting  during the whole time thereof and
may be inspected by any shareholder present.

                                      -6-
<PAGE>

Section 11: INSPECTORS

         At each meeting of  shareholders,  the  Chairperson  of the meeting may
appoint one or more  Inspectors  of Voting whose duty it shall be to receive and
count  the  ballots  and  make a  written  report  showing  the  results  of the
balloting. The Secretary of the Corporation may perform this function.

Section 12: ELECTION BY BALLOT

         Election  for  Directors  need not be by  ballot  unless a  shareholder
demands  election  by ballot at the meeting  and before the voting  begins.  The
candidates  receiving the highest number of votes, up to the number of directors
to be elected, shall be elected. No cumulative voting shall be allowed.

Section 13: ORDER OF BUSINESS

         The  order of  business  at the  annual  meeting  of the  shareholders,
insofar as  possible,  and at all other  meetings  of  shareholders  shall be as
follows:

1. Call to Order
2. Proof of Notice of Meeting
3. Reading and disposing of any unapproved minutes
4. Reports of Officers
5. Reports of Committees
6. Election of Directors
7. Disposition of unfinished business
8. Disposition on New business
9. Adjournment

                                   ARTICLE III

                               BOARD OF DIRECTORS

Section 1: GENERAL POWERS

         Subject  to the  provisions  of the  Nevada  Corporation  Act,  and any
limitations  in the  Articles  of  Incorporation  and these  Bylaws  relating to
actions  required  to be  approved  by the  shareholders  or by the  outstanding
shares,  the  business and affairs of the  Corporation  shall be managed and all
corporate  powers shall be  exercised by or under the  direction of the Board of
Directors.

                                      -7-
<PAGE>

Section 2: ENUMERATION OF DIRECTOR'S POWER

         Without  prejudice  to these  general  rules,  and  subject to the same
limitation, the Board of Directors shall have the power to:

         1.  Select  and  remove  all  officers,  agents  and  employees  of the
Corporation;  prescribe any powers and duties for them that are consistent  with
Nevada law,  withy the Articles of  Incorporation,  and these Bylaws;  fix their
compensation; and require from them security for faithful service.
         2. Change the  principal  Executive  Office or the  Principal  Business
Office from one location to another; cause the Corporation to be qualified to do
business  in any other  state,  territory,  dependency,  or country  and conduct
business  within or outside the State of Nevada;  and designate any place within
or outside  the State of Nevada for the holding of any  shareholders  meeting or
meetings, including Annual Meetings.
         3.  Adpot,  make,  or use a  Corporate  Seal;  prescribe  the  forms of
Certificates of Stock; and alter the form of the Seal and Certificate.
         4. Authorize the issuance of shares of stock of the  Corporation on any
lawful terms, in  consideration of moneys paid,  labor done,  services  actually
rendered,  debts or  securities  canceled,  or tangible or  intangible  property
actually received.
         5. Engage in and/or adopt employment  agreements,  contracts,  or other
employment  contracts  with  independent  contractors,   companies,   government
agencies, or individuals.

Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS

         To the extent  allowed by the Articles of  Incorporation,  the Board of
Directors shall be fixed from time to time by resolution of the Board, but shall
not be less than three (3), nor shall it exceed five (5).  Directors need not be
shareholders of the Corporation. The number of Directors may be increased beyond
five (5) only by the approval of the outstanding shares of the Corporation.

         The Directors of the Corporation shall be elected at the Annual Meeting
of the  shareholders and shall serve until the next annual or special meeting is
properly  called  and they,  or any of them,  are  re-elected  and  until  their
successors have been elected and qualified.

                                      -8-
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Section 4: VACANCIES

         A vacancy,  or vacancies,  on the Board of Directors shall be deemed to
exist in the event of the death, resignation,  or removal of any Director, or if
the Board of Directors, by resolution, declares vacant that office of a Director
who has been  declared of unsound  mind by an order of court,  or convicted of a
felony, or if the authorized number of Directors is increased,  the shareholders
fail at any  meeting of  shareholders  at which the  Director or  Directors  are
elected, to elect the number of Directors to be voted for at that meeting.

         Any  Director  may resign  effective  immediately  upon giving  written
notice to the  Chairperson of the Board,  the President,  the Secretary,  or the
Board of  Directors,  unless a notice a notice  specifies  a later  time for the
resignation to become  effective.  If the resignation of a Director is effective
at a future time,  the Board of  Directors  may elect a successor to take office
when the resignation becomes effective.

         Vacancies on the Board of Directors  may be filled by a majority of the
remaining  Directors,  whether or not less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a Director by the vote
or written consent of the shareholders or by a court order may be filled only by
the vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the unanimous written consent of the
shareholders of the outstanding shares entitles to vote.

         The  shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the  Directors,  but any such election by
written  consent  shall  require the  consent of a majority  of the  outstanding
shares  entitled to vote.  Each  Director so elected shall hold office until the
next annual meeting of the  shareholders  and until a successor has been elected
and qualified.

Section 5: ANNUAL MEETING

         Immediately following each annual meeting of shareholders, the Board of
Directors  may  hold a  regular  meeting  at the  place  that  shall  have  been
designated  by the Board of  Directors  for the  purpose  of  organization,  any
desired election of officers,  and the transaction of other business.  Notice of
these regular meetings shall not be required.

                                      -9-
<PAGE>

Section 6: NOTICE OF MEETINGS

         Notice need not be given of regular meetings of the Board of Directors,
nor is it  necessary  to give notice of  adjourned  meetings.  Notice of special
meetings shall be in writing by mail at least four (4) days prior to the date of
the meeting or forty-eight (48) hours' notice delivered personally.

Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE

         Regular and special  meetings of the Board of Directors  may be held at
any place  within or outside the State of Nevada that has been  designated  from
time to time by the Board. In the absence of such designation, meetings shall be
held at the principal executive office of the Corporation.  Any meeting, regular
or special,  may be held by conference in the meeting can hear one another,  and
all such directors shall be present in person at the meeting.

Section 8: SPECIAL MEETINGS

         The Chairman of the Board or the President,  any Vice President, or the
Secretary may call special  meetings of the Board of Directors,  for any purpose
or purposes, at any time.

Section 9: MAJORITY OF QUORUM

         A majority of the authorized  number of Directors  constitutes a quorum
of the Board of the transaction of business except as hereinafter provided.

Section 10: TRANSACTIONS OF THE BOARD OF DIRECTORS

         Except as  otherwise  provided in the Articles or these  Bylaws,  or by
law,  every act or decision done or made by a majority of the Directors  present
at a duly held  meeting at which a quorum is  present,  is the act of the Board,
provided,  however, that any meeting at which a quorum was initially present may
continue to transact business notwithstanding the withdrawal of Directors if any
action taken is approved by a least a majority of the  required  quorum for such
meeting.

                                      -10-
<PAGE>

Section 11: ADJOURNMENT

         A majority of Directors present at any meeting, whether or not a quorum
is present, may adjourn the meeting to another time and place. If the meeting is
adjourned for more that  twenty-four  (24) hours,  notice of the  adjournment to
another time and place must be given prior to the time of the adjourned  meeting
to the Directors who were present at the time of the adjournment.

Section 12: CONDUCT OF MEETINGS

         The  Chairman  of the  Board,  or if  there  is no  such  officer,  the
President,  or in his or her  absence,  any  Director  selected by the  Director
present,  shall preside at the meeting of the Board of Directors.  The Secretary
of the Corporation,  or in the Secretary's  absence, any person appointed by the
Presiding Officer, shall act as Secretary of the Board.

Section 13: ACTION WITHOUT MEETING

         Any action  required or permitted to be taken by the Board of Directors
may be taken without a meeting if all members of the Board shall individually or
collectively  consent, in writing, to such action. Such action by unanimous vote
by the Board of  Directors.  Such  written  consent(s)  shall be filed  with the
minutes of the proceedings of the Board.

Section 14: FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees 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.  Nothing  herein  contained
shall 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 such services.

                                      -11-
<PAGE>

Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS

         No bonuses of share in the earnings or profits of the Corporation shall
be paid to any of the  officers,  Directors,  or  employees  of the  Corporation
except as approved by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

Section 1: OFFICERS

         The officers of the Corporation shall be a President, a Vice President,
a Secretary, and a Chief Financial Officer (Treasurer). The Corporation may also
have, at the discretion of the Board of Directors,  a Chairman of the Board, one
or more Assistant Secretaries,  one or more Assistant Treasurers, and such other
officers as may be appointed in accordance  with the  provisions of Section 3 of
this Article IV. The same person,  except the office of President and Secretary,
may hold any number of offices.

Section 2: ELECTION OF OFFICERS

         The  officers  of  the  Corporation,  except  such  officers  as may be
appointed in  accordance  with the  provisions of Section 3 or Section 5 of this
Article IV shall be chosen by the Board of  Directors,  and each shall  serve at
the pleasure of the Board subject to the rights, if any, of an officer under any
contract of employment.

Section 3: SUBORDINATE OFFICERS

         The Board of Directors  may appoint,  and may empower the  President to
appoint,  such other  officers as the business of the  corporation  may require.
Each of them shall hold office for such period,  have such authority and perform
such duties as are provided in the Bylaws, or as the Board of Directors may from
time to time determine.

Section 4: REMOVAL AND RESIGNATION OF OFFICERS

         Subject  to the  rights,  if any,  of an officer  under a  contract  of
employment,  any officer may be removed,  either with or without  cause,  by the
Board of Directors,  at any regular or special meeting of the Board,  or, except
in case of an officer chosen by the Board of Directors.

         Any  officer  may  resign at any time by giving  written  notice to the
Corporation.  Any  resignation  shall take effect on the date of receipt of that
notice, or any later time specified in that notice,  unless otherwise  specified
in that notice.  Any resignation is without  prejudice to the rights, if any, of
the corporation under any contract for which the officer is a party.

                                      -12-
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Section 5: VACANCIES IN OFFICES

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification,  or any other cause,  shall be filled in the manner prescribed
in these Bylaws for regular appointments to that office.

Section 6: PRESIDENT

         Subject to such  powers,  if any,  as may be given by the Bylaws or the
Board of Directors to other officers of the Corporation,  the President shall be
the General  Manager and 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 and the officers of the Corporation.  He
shall have the general  powers and duties of  management  usually  vested in the
officer of  President  of a  corporation,  and shall have such other  powers and
duties as may be prescribed by the Board of Directors or the Bylaws.

Section 7: VICE PRESIDENT

         In the  absence or  disability  of the  President,  the  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
of the restrictions upon, the President.  The sole duty of the Vice-President of
this Corporation  shall be to function as a  representative  of the president in
such case as the President may be absent or disabled.  The  Vice-President  may,
when not acting in the  representative  capacity  of the  President,  hold other
positions and be assigned other duties within the Corporation.

Section 8: SECRETARY

         The  Secretary  shall  keep  or  cause  to be  kept,  at the  principal
executive  office or such other place as the Board of  Directors  may direct,  a
book of  minutes  of all  meetings  and  actions  of  Directors,  committees  of
Directors  and  shareholders,  with the time and place of the  holding,  whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at shareholders meetings, and the proceedings.

         The  Secretary  shall  keep,  or  cause to be  kept,  at the  principal
executive office or at the officer of the Corporation shall give, or cause to be
given,  notice of all meetings of the  shareholders,  of the Board of Directors,
and of committees of the Board of Directors  required by the Bylaws or by law to
be given.

         The  Secretary  shall  keep  the  seal  of the  Corporation,  if one is
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors of by the Bylaws.

                                      -13-
<PAGE>

Section 9: CHIEF FINANCIAL OFFICER

         The Chief Financial  Officer  (Treasurer)  shall keep and maintain,  or
cause to be kept and  maintained,  adequate  and  correct  books  and  record 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 book of accounts shall at
all reasonable times be opened to inspection by any Director.

         The  Chief  Financial  Officer  shall  deposit  all  monies  and  other
valuables in the name and to credit of the Corporation with such depositories as
may be designated by the Board of Directors.  He shall disburse the funds of the
corporation as may be designated by the Board of Directors,  shall render to the
President  and  Directors,  whenever  they  request  it, an  account  of all his
transactions  as Chief Financial  Officer and of the financial  condition of the
Corporation, and shall have other powers and perform other such duties as may be
prescribed by the Board of Directors or the Bylaws.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOEES, AND OTHER AGENTS

                                      -14-
<PAGE>

Section 1: AGENTS, PROCEEDINGS, AND EXPENSES

         For the purpose of this  Article,  the "agent" means any person who is,
or was, a Director,  Officer,  employee, or agent of another foreign or domestic
corporation,  partnership,  joint venture,  trust or other enterprise,  or was a
Director,  officer,  or agent of a foreign or domestic  corporation  which was a
predecessor  corporation  or of  another  enterprise  at  the  request  of  such
predecessor corporation; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative, or investigative;
and "expenses"  includes,  without  imitation,  attorney's fees and any expenses
establishing  a right to  indemnification  under  Section 4 or Section 5 of this
Article.

Section 2: ACTIONS OTHER THAN BY THE CORPORATION

         This Corporation  shall defend and indemnify any person who was or is a
party,  or is threatened to be made a party,  to any  proceeding  (other than an
action by or in the right of this  Corporation)  by reason of the fact that such
person is or a was an agent of this Corporation,  against  expenses,  judgments,
fines,  settlements  and other  amounts  actually  and  reasonably  incurred  in
connection  with such  proceeding  if that  person  acted in good faith and in a
manner that that person reasonably  believed to be in the best interests if this
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the  conduct of that  person was  unlawful.  The  termination  of any
proceeding by judgment,  order, settlement,  conviction, or upon a pleas of nolo
contendere or its equivalent shall not, or itself, create a presumption that the
person  did not act in good faith and in a manner  which the  person  reasonably
believed to be in the best interest of this  Corporation  or that the person had
reasonable cause to believe that the person's conduct was lawful.

Section 3: ACTIONS BY THE CORPORATION

         This  Corporation  shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed action
by or in the right of this  Corporation  to procure a  judgment  in its favor by
reason  of  the  fact  that  said  person  is or was an  agent,  counsel  to the
Corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that that person believed to be in the best interests of
this Corporation and with such care,  including  reasonably  inquiry,  that such
action would not be deemed grossly  negligent on the part of such agent (for the
purposes  of this  Article  V, the term  "agent"  shall  mean  and  include  all
officers, directors, counsel, and employees). Indemnification shall be available
under this Section 3, conditioned only upon the following:

         (a) In respect of any  claim,  issue or matter as to which that  person
may be liable to this Corporation, the duty and obligation of the Corporation to
defend and indemnify such agent shall be absolute  unless and only to the extent
that  the  court  in  which  that  action  was  brought  shall  determine,  upon
application,  that in view of all the  circumstances  of the case,  said  person
acted with reckless  disregard  equated to gross  negligence  with regard to the
specific claims made against said person;

                                      -15-
<PAGE>

         (b)  The  indemnification   provisions   set-forth  herein  are  to  be
interpreted  as  broadly  as  possible  in  their  application  to any  officer,
director, counsel or agent of the Corporation to include accountants and counsel
for the  corporation.  Such  interpretation  shall  treat  these  provisions  as
continuing   contractual   obligations   of  the   corporation   and  subsequent
modification  shall not limit the effect of these  provisions  as applied to the
covered classed who were so covered, at any time following adoption hereof.

Section 4: SUCCESSFUL DEFENSE BY AGENT

         TO the extent that an agent of this  corporation has been successful on
the merits or otherwise in defense of any proceeding referred to in Section 2 or
3 of this Article,  or in defense of any claim,  issue, or matter  therein,  the
agent shall be indemnified  against expenses actually and reasonably incurred by
the agent in connection  therewith.  An agent shall be deemed  successful if the
Court  fails to make a  specific  finding  regarding  the degree of fault as set
forth in Section 3, herein above.

Section 5: REQUIRED APPROVAL

         Except as provided in Section 4 of this  Article,  any  indemnification
under this.  Article shall be made by this Corporation only if authorized in the
specific case on a determination that  indemnification of the agent is proper in
the circumstances  because the agent is proper in the circumstances  because the
agent has met the applicable  standard of conduct set forth in Section 2 or 3 of
this Article, by:

         (a) A majority  vote of a quorum  consisting  of Directors  who are not
parties to the proceeding;
         (B)  Approval  by the  affirmative  vote of a majority of the shares of
this corporation  entitled to vote represented at a duly held meeting at which a
quorum is  present  or by  written  consent  of  holders  of a  majority  of the
outstanding shares entitled to vote; or
         (c) The court in which the proceeding is or was pending, on application
made by this  corporation or the agent or the attorney or other person rendering
services in connection with the defense,  whether or not such application by the
agent, attorney or other person is opposed by this Corporation.

                                      -16-
<PAGE>

Section 6: ADVANCE OF EXPENSES

         Expenses  incurred in defending any  proceeding may be advanced by this
Corporation  before the final disposition of the proceeding on the receipt of an
understanding  by or on behalf of the agent to repay the  amount of the  advance
unless  it shall be  determined  ultimately  that the  agent is  entitled  to be
indemnified as authorized in this Article.

Section 7: OTHER CONTRACTUAL RIGHTS

         Nothing   contained  in  this   Article   shall  affect  any  right  to
indemnification  to which  persons  other than  Directors  and  officers of this
Corporation or any subsidiary hereof may be entitled to contract or otherwise.

Section 8: INSURANCE

         Upon and in the event of a  determination  by the Board of Directors of
this Corporation to purchase such insurance, this Corporation shall purchase and
maintain  insurance  on  behalf  of any  agent of the  corporation  against  any
liability  asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.

                                      -17-
<PAGE>

Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN

         This  Article  does not apply to any  proceeding  against any  trustee,
investment  manager,  or other  fiduciary of any  employee  benefit plan in that
person's  capacity as such,  even though that person may also be an agent of the
Corporation as defined in Section 2 of this Article.  Nothing  contained in this
Article  shall  limit  any  right  to  indemnification  to which  such  trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent  permitted by applicable law other than
this Article.

                                   ARTICLE VI
                               STOCK CERTIFICATES

Section 1: FORM

         The shares of the  Corporation  shall be  represented  by  certificates
signed by the President or Vice President,  and the Chief  Financial  Officer or
the  Secretary  of  the  Corporation.  Any  or all  of  such  signatures  may be
facsimiles if  countersigned  by a transfer agent, or registered by a registrar,
other than the Corporation  itself or an employee of the Corporation.  Each such
certificate shall also state:

         (a) The name of the  record  holder of the shares  represented  by such
certificate;  (b) The number of shares represented thereby; (c) A designation of
any class or series of which such shares are a part;  (d) That the shares have a
par value of $0.001; (e) That the corporation is organized under the laws of the
State of Nevada.  (f) Any  restrictions  applicable  to the  shares  shall be so
designated on the face thereof.

Section 2: TRANSFERS

         Transfer of shares of the  Corporation  shall be made in the manner set
forth in the Nevada  Uniform  Commercial  Code. The  Corporation  shall maintain
stock  transfer  books,  and any transfers  shall be registered  thereon only on
request and  surrender of the stock  certificate  representing  the  transferred
shares,  duly  endorsed;  if  transfer  is by Power of  Attorney,  the  Power of
attorney  shall be deposited  with the Secretary of the  Corporation or with the
designated Transfer Agency.

                                      -18-
<PAGE>

Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES

         No certificate or shares of stock in the Corporation shall be issued in
place of any  certificate  alleged  to have been  lost,  destroyed,  stolen,  or
mutilated  except on production of such evidence and provision of such indemnity
to the Corporation as the Board of Directors may prescribe.

                                   ARTICLE VII
                                CORPORATE ACTIONS

Section 1: CONTRACTS

         The Board of Directors  may  authorize  any officer or officer,  or any
agent or agents of the Corporation, to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

Section 2: LOAN

         No loan shall be made by the  Corporation to its officers or Directors,
and no loan  shall be made by the  Corporation  secured by its  shares.  No loan
shall be made or  contracted  on behalf of the  Corporation  and no evidences of
indebtedness  shall be issued in its name unless authorized by resolution of the
Board of  Directors.  Such  authority  may be general or  confined  to  specific
instances.

Section 3: CHECK, DRAFTS, OR ORDERS

         All checks,  drafts,  or other orders for the payment of money by or to
the Corporation  and all notes and other evidence of indebtedness  issued in the
name of the  Corporation  shall be  determined  by  resolution  of the  Board of
Directors.

Section 4: BANK DEPOSITS

         All funds of the Corporation and otherwise employed, shall be deposited
to the  credit of the  Corporation  in such  banks,  trust  companies,  or other
depositories as the Board of Directors may select.

                                      -19-
<PAGE>

                                   ARTICLE III
                                  MISCELLANEOUS

Section 1: INSPECTION OF CORPORATE RECORDS

         The  stock  ledger  and  minute  books  may be kept by any  information
storage  device if readily  convertible  into legible form.  Any  shareholder of
record, in person or by an attorney or agent who presents proof of such position
with  guaranteed  signature on such proof,  may, upon written demand under oath,
stating  purpose,  inspect for any proper  purpose,  the stock  ledger,  list of
shareholders, and make written extracts of the same. Such extracts shall be made
in writing by the individual  preparing or requesting  such  inspection and such
inspection  shall be during normal  business hours and shall not be made without
at least five (5) business days prior to such proposed inspection date, a signed
receipt from the US Postal Service shall be proof of such notice and the date of
receipt.

Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS

         The original or a copy of the Articles of  Incorporation  and Bylaws of
the Corporation,  as amended or otherwise  altered to date, and certified by the
Secretary  of the  Corporation,  shall  at all  times  be kept at the  principal
executive office of the Corporation.  Such Articles and Bylaws shall be open for
inspection to all shareholders of record or holders of voting trust certificates
at all reasonable times during business hours of the Corporation.

Section 3: FISCAL YEAR

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January of each year and end at midnight on the last day of December of the same
year or as otherwise determined by the Board of Directors.

Section 4: CONSTRUCTION AND DEFINITION

         Unless the context requires otherwise, the general provisions, rules of
construction,  and definitions  contained in the applicable  Nevada Status shall
govern the construction of these Bylaws.

                                      -20-
<PAGE>

         Without  limiting  the  foregoing,  the  masculine  gender  where  used
included the feminine and neuter,  the singular number includes the plural,  and
the plural  number  includes the singular,  "shall" is  mandatory,  and "may" is
permissive; and "person" includes the Corporation as well as a natural person.

                                   ARTICLE IX
                              AMENDMENTS TO BYLAWS

         These Bylaws may be amended at any time by a majority vote of the Board
of  Directors  or by a  majority  vote  of the  outstanding  shares  held by the
shareholders of the corporation.

CERTTIFICATE OF SECRETARY OF ADOPTION BY DIRECTORS

         I HEREBY  CERTIFY  that I am the duly  elected,  qualified  and  acting
Secretary of the above-named Corporation and that the above and foregoing Bylaws
were adopted as the Bylaws of said  Corporation on the date set forth above by a
majority of vote of the shareholders of said Corporation.



Date:__5/28/99__

/s/Jackie Long
--------------
Secretary

Bylaws/doc
1999

                                      -21-