By-Laws - TAC Inc.


                           BY-LAWS FOR THE REGULATION

                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE

                       OR ITS ARTICLES OF INCORPORATION OF

                                    TAC, INC.

                                    * * * * *

                                   ARTICLE I.

                                     OFFICES

SECTION 1. PRINCIPAL AND REGISTERED  OFFICE. The principal and registered office
for the  transaction  of the  business of the  corporation  is hereby  fixed and
located  at 268 West 400 South,  Suite 302,  Salt Lake  City,  Utah  84101.  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.

SECTION 2.  OTHER  OFFICES.  Branch or  subordinate  offices  may at any time be
established  by the  board  of  directors  at any  place  or  places  where  the
corporation is qualified to do business.

                                  ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

         SECTION 1. MEETING PLACE.  All annual meetings of shareholders  and all
other meetings of shareholders  shall be held either at the principal  office or
at any other place  within or without the State of Utah which may be  designated
either by the board of directors,  pursuant to authority  hereinafter granted to
said  board,  or by the  written  consent of all  shareholders  entitled to vote
thereat,  given either  before or after the meeting and filed with the Secretary
of the corporation.

         SECTION 2. ANNUAL MEETINGS.  The annual meetings of shareholders  shall
be held on the third Monday of September  each year, at the hour of 2:00 o'clock
p.m. of said day commencing with the year 1996, provided,  however,  that should
said day fall upon a legal holiday then any such annual meeting of  shareholders
shall be held at the  same  time and  place on the next day  thereafter  ensuing
which is not a legal holiday.

         Written  notice of each annual  meeting signed by the president or vice
president,  or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate,  shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication,  charges  prepaid,  addressed to such  shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been given to him,  if by mail or other  means of written  communication
addressed  to the  place  where  the  principal  office  of the  corporation  is
situated, or if published at least once in some newspaper of general



circulation  in the county in which said  office is  located.  All such  notices
shall be sent to each  shareholder  entitled  thereto not less than ten (10) nor
more than sixty (60) days  before  each annual  meeting,  and shall  specify the
place, the day and the hour of such meeting, and shall also state the purpose or
purposes for which the meeting is called.

         Failure to hold the annual meeting shall not constitute  dissolution or
forfeiture of the  Corporation,  and a special meeting of the  shareholders  may
take the place thereof.

         SECTION 3. SPECIAL, MEETINGS. Special meetings of the shareholders, for
any purpose or purposes whatever,  may be called at any time by the president or
by the board of directors,  or by one or more shareholders holding not less than
10% of the voting power of the corporation.  Except in special cases where other
express  provision is made by statute,  notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders.  Notices of any
special  meeting  shall  specify in addition to the place,  day and hour of such
meetings, the purpose or purposes for which the meeting is called.

         SECTION 4. ADJOURNED  MEETINGS AND NOTICE  THEREOF.  Any  shareholder's
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares,  the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum, no other business may be transacted at any such meeting.

         When any shareholders' meeting,  either annual or special, is adjourned
for thirty (30) days or more,  notice of the adjourned meeting shall be given as
in the case of an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an  adjournment or of the business to be transacted  at an
adjourned  meeting,  other  than by  announcement  at the  meeting at which such
adjournment is taken.

         SECTION 5. ENTRY OF NOTICE.  Whenever any shareholder  entitled to vote
has been absent from any meeting of shareholders,  whether annual or special, an
entry in the  minutes to the  effect  that  notice has been duly given  shall be
conclusive  and  incontrovertible  evidence  that due notice of such meeting was
given  to  such  shareholders,  as  required  by  law  and  the  By-Laws  of the
corporation.

         SECTION 6. VOTING.  At all annual and special  meetings of stockholders
entitled to vote thereat,  every holder of stock issued to a bona fide purchaser
of the same,  represented by the holders thereof either in person or by proxy in
writing,  shall have one vote for each share of stock so held and represented at
such  meetings,  unless the  Articles  of  Incorporation  of the  company  shall
otherwise  provide,  in which  event the voting  rights,  powers and  privileges
prescribed  in the said  Articles of  Incorporation  shall  prevail.  Voting for
directors and, upon demand of any stockholder, upon any questions at any meeting
shall be by ballot.

         SECTION 7. QUORUM. The presence in person or by proxy of the holders of
a majority  of the shares  entitled to vote at any meeting  shall  constitute  a
quorum for 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.

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         SECTION 8. CONSENT OF  ABSENTEES.  The  transactions  of any meeting of
shareholders,  either annual or special, however called and given notice thereof
shall be as valid as though had at a meeting  duly held after  regular  call and
notice,  if a quorum be present either in person or by proxy,  and either before
or after the meeting,  each of the shareholders entitled to vote, not present in
person or by proxy, sign a written Waiver of Notice, or a consent to the holding
of such  meeting,  or an  approval  of the minutes  thereof.  All such  waivers,
consents or approvals  shall be filed with the corporate  records or made a part
of the minutes of this meeting.

         SECTION 9. PROXIES.  Every person entitled to vote or execute  consents
shall  have the  right  to do so  either  in  person  or by an  agent or  agents
authorized  by a written  proxy  executed by such person or his duly  authorized
agent and filed with the  secretary of the  corporation;  provided  that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution,  unless the shareholder executing it specifies therein the length
of time for which such  proxy is to  continue  in force,  which in no case shall
exceed seven (7) years from the date of its execution.

         SECTION 10. SHAREHOLDER  ACTION WITHOUT A MEETING.  Any action required
or permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a written consent thereto is signed by stockholders  holding at least
a majority of the voting power, except that if a different  proportion of voting
power is  required  for such an action at a  meeting,  then that  proportion  of
written consents is required.  In no instance where action is authorized by this
written consent need a meeting of  stockholders  be called or notice given.  The
written consent must be filed with the proceedings of the stockholders.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

         SECTION  1.  POWERS.  Subject to the  limitations  of the  Articles  of
Incorporation  or the By-Laws,  and the  provisions of Utah  Corporate Law as to
action to be  authorized  or  approved by the  shareholders,  and subject to the
duties of directors as prescribed by the By-Laws,  all corporate powers shall be
exercised  by or under the  authority  of, and the  business  and affairs of the
corporation shall be controlled by the board of directors.  Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:

         A. To select and remove all the other officers, agents and employees of
the  corporation,  prescribe  such  powers  and  duties  for  them as may not be
inconsistent  with law, with the Articles of Incorporation  or the By-Laws,  fix
their compensation, and require from them security for faithful service.

         B. To conduct,  manage and  control  the  affairs  and  business of the
corporation  and to make such rules and regulations  therefore not  inconsistent
with law, with the Articles of  Incorporation  or the By-Laws,  as they may deem
best.

         C. To change the principal  office for the  transaction of the business
if it becomes  necessary  or useful;  to fix and locate from time to time one or
more subsidiary  offices of the

                                      -3-


corporation  within or  without  the State of Utah,  as  provided  in Article I,
Section 2, hereof;  to  designate  any place within or without the State of Utah
for the holding of any shareholders' meeting or meetings; and to adopt, make and
use a corporate seal, and to prescribe the forms of certificates of stock and to
alter the form of such seal and of such  certificates  from time to time,  as in
their judgment they may deem best, provided such seal and such certificate shall
at all times comply with the provisions of law.

         D. To authorize the issuance of shares of stock of the corporation from
time to time, upon such terms as may be lawful,  in consideration of money paid,
labor done or services  actually  rendered,  debts or  securities  canceled,  or
tangible or  intangible  property  actually  received,  or in the case of shares
issued  as a  dividend,  against  amounts  transferred  from  surplus  to stated
capital.

         E. To borrow  money  and incur  indebtedness  for the  purposes  of the
corporation,  and to  cause  to be  executed  and  delivered  therefore,  in the
corporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,
pledges, hypothecation's or other evidences of debt and securities therefore.

         F. To  appoint  an  executive  committee  and other  committees  and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the  corporation,  except the power
to  declare  dividends  and to adopt,  amend or repeal  By-Laws.  The  executive
committee shall be composed of one or more directors.

         SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of directors of the corporation shall not be less than one (1) and not more than
three (3).

         SECTION 3. ELECTION AND TERM OF OFFICE.  The directors shall be elected
at each annual  meeting of  shareholders,  but if any such annual meeting is not
held, or the directors are not elected thereat,  the directors may be elected at
any special meeting of shareholders. All directors shall hold office until their
respective successors are elected.

         SECTION 4. VACANCIES. Vacancies in the board of directors may be filled
by a majority of the  remaining  directors,  though less than a quorum,  or by a
sole  remaining  director,  and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the shareholders.

         A vacancy or  vacancies  in the board of  directors  shall be deemed to
exist in case of the death,  resignation  or removal of any director,  or if the
authorized number of directors be increased,  or if the shareholders fail at any
annual or special meeting of shareholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.

         The  shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors.  If the board of directors
accept the  resignation of a director  tendered to take effect at a future time,
the board or the shareholders  shall have the power to elect a successor to take
office with the resignation is to become effective.

                                      -4-


         No  reduction  of the  authorized  number of  directors  shall have the
effect of removing any director prior to the expiration of his term of office.

                                  ARTICLE IV.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 1. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at any place  within or  without  the State of Utah which has been
designated from time to time by resolution of the board or by written consent of
all members of the board.  In the absence of such  designation  regular  meeting
shall be held at the principal  office of the  corporation.  Special meetings of
the  board  may be held  either at a place so  designated,  or at the  principal
office.  Failure to hold an annual  meeting of the board of directors  shall not
constitute forfeiture or dissolution of the Corporation.

         SECTION 2.  ORGANIZATION  MEETING.  Immediately  following  each annual
meeting of shareholders, the board of directors shall hold a regular meeting for
the purpose of organization,  election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

         SECTION 3. OTHER REGULAR MEETINGS.  Other regular meetings of the board
of directors  shall be held without call unless one director  agrees not to have
this  regular  meeting,  on the First  Monday of each  month at the hour of 3:00
o'clock p.m. of said day; provided,  however,  should said day fall upon a legal
holiday,  then  said  meeting  shall  be held at the  same  time on the next day
thereafter  ensuing  which is not a legal  holiday.  Notice of all such  regular
meetings of the board of directors is hereby dispensed with.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes shall be called at any time by the president, or, if
he is absent or unable or refuses to act,  by any vice  president  or by any two
directors.

         Written  notice  of the time and  place of  special  meetings  shall be
delivered  personally  to the directors or sent to each director by mail charges
prepaid,  addressed  to him at his  address as it is shown in the records of the
corporation,  or  if it  is  not  shown  on  such  records  or  is  not  readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the  telegraph  company in the place in which
the principal  office of the  corporation is located at least  forty-eight  (48)
hours  prior to the time of the holding of the  meeting.  In case such notice is
delivered as above provided,  it shall be so delivered at least twenty-four (24)
hours  prior  to  the  time  of  the  holding  of  the  meeting.  Such  mailing,
telegraphing  or delivery as above  provided shall be due, legal and personal to
notice to such director.

         SECTION  5.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and place of
holding an adjourned meeting need not be given to absent directors,  if the time
and place be fixed at the meeting adjourned.

                                      -5-


         SECTION 6. ENTRY OF NOTICE.  Whenever any director has been absent from
any special  meeting of the board of  directors,  an entry in the minutes to the
effect that notice has been duly given shall be conclusive and  incontrovertible
evidence that due notice of such special meeting was given to such director,  as
required by law and the By-Laws of the corporation.

         SECTION 7.  WAIVER OF NOTICE.  The  transactions  of any meeting of the
board of directors,  however  called and noticed or wherever  held,  shall be as
valid as though a meeting had been duly held after regular call and notice, if a
quorum be  present,  and if,  either  before or after the  meeting,  each of the
directors  sign a written  waiver of notice or a consent to holding such meeting
or an approval of the minutes thereof.  All such waivers,  consents or approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting

         SECTION 8.  QUORUM.  A majority of the  authorized  number of directors
shall be  necessary  to  constitute  a quorum for the  transaction  of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors  present at a meeting duly held at which a quorum is
present,  shall  be  regarded  as the act of the  hoard of  directors,  unless a
greater number be required by law or by the Articles of Incorporation.

         SECTION 9.  ADJOURNMENT.  A quorum of the  directors  may  adjourn  any
directors'  meeting to meet again at a stated day and hour;  provided,  however,
that in the  absence of a quorum,  a majority  of the  directors  present at any
directors'  meeting,  either  regular or special,  may adjourn from time to time
until the time fixed for the next regular meeting of the board.

         SECTION  10.  FEES AND  COMPENSATION.  Directors  shall not receive any
stated  salary for their  services as  directors,  as but by  resolution  of the
board,  a fixed fee with or without  expenses of  attendance  may be allowed for
attendance  at each  meeting.  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 therefore.

         SECTION 11. ACTION WITHOUT A MEETING.  Any action required or permitted
to be taken at a meeting of the board of  directors a  committee  thereof may be
taken  without a meeting  if,  before or after  the  action,  a written  consent
thereto  is signed by all the  members  of the  board or of the  committee.  The
written consent must be filed with the proceedings of the board of committee.

                                   ARTICLE V.

                                    OFFICERS

         SECTION  1.  OFFICERS.  The  officers  of the  corporation  shall  be a
president,  and a  Secretary/Treasurer.  The  corporation  may also have, at the
direction of the board of directors,  a chairman of the board,  one or more vice
presidents, 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.  Officers  other than  president and chairman of the
board need not be directors. Any person may hold two or more offices.

                                      -6-


         SECTION 2.  ELECTION.  The  officer  of the  corporation,  except  such
officers as may be appointed in accordance  with the  provisions of Section 3 or
Section 5 of this Article,  shall be chosen  annually by the board of directors,
and each  shall  hold his  office  until he shall  resign or shall be removed or
otherwise  disqualified  to  serve,  or  his  successor  shall  be  elected  and
qualified.

         SECTION  3.  SUBORDINATE  OFFICERS,  ETC.  The board of  directors  may
appoint such other officers as the business of the corporation may require, each
of whom shall hold office for such period,  have such authority and perform such
duties as are provided in the By-Laws or as the board of directors may from time
to time determine.

         SECTION 4. REMOVAL AND RESIGNATION.  Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office,  at
any regular or special meeting of the board.

         Any  officer  may  resign at any time by giving  written  notice to the
board of directors or to the president,  or to the secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         SECTION  5.  VACANCIES.  A  vacancy  in any  office  because  of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the By-Laws for regular appointments to such office.

         SECTION 6. CHAIRMAN OF THE BOARD.  The chairman of the board,  if there
shall be such an  officer,  shall,  if present,  preside at all  meetings of the
board of directors, and exercise and perform such other powers and duties as may
be from time to time  assigned to him by the board of directors or prescribed by
the By-Laws.

         SECTION 7. PRESIDENT.  Subject to such supervisory  powers,  if any, as
may be given by the board of directors to the chairman of the board, if there be
such an  officer,  the  president  shall be the chief  executive  officer of the
corporation  and shall,  subject to the control of the board of directors,  have
general  supervision,  direction and control of the business and officers of the
corporation.  He shall  preside at all meetings of the  shareholders  and in the
absence of the  chairman of the board,  or if there be none,  at all meetings of
the board of  directors.  He shall be  ex-officio  a member of all the  standing
committees,  including  the  executive  committee,  if any,  and 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 the By-Laws.

         SECTION  8.  VICE  PRESIDENT.  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,  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 the  restrictions  upon, the
president.  The vice  presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the By-Laws.

                                      -7-


         SECTION 9. SECRETARY.  The secretary shall keep, or cause to be kept, a
book of minutes  at the  principal  office or such  other  place as the board of
directors  may order,  or all meetings of directors and  shareholders,  with the
time and place of  holding,  whether  regular or special,  and if  special,  how
authorized,  the notice hereof  given,  the names of those present at directors'
meetings,  the number of shares present or represented at shareholder's meetings
and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal office,
a share  register,  or a  duplicate  share  register,  showing  the names of the
shareholders and their addresses; the number and classes of shares held by each;
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.

         The  secretary  shall  give,  or cause to be  given,  notice of all the
meetings  of the  shareholders  and of the board of  directors  required  by the
By-Laws or by law to be given,  and he shall keep the seal of the corporation in
safe custody,  and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or the By-Laws.

         SECTION 10. TREASURER.  The treasurer shall keep and maintain, or cause
to be kept and maintained,  adequate and correct  accounts of the properties and
business  transactions  of the  corporation,  including  accounts of its assets,
liabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and
shares.  Any surplus,  including  earned  surplus,  paid-in  surplus and surplus
arising from a reduction of stated  capital,  shall be  classified  according to
source and shown in a separate account.  The books of account shall at all 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 depositaries as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be  ordered  by the  board of  directors,  shall  render  to the  president  and
directors,  whenever they request it, an account of all of his  transactions  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 the By-Laws.

                                  ARTICLE VI.

                                  MISCELLANEOUS

         SECTION 1. RECORD DATE AND CLOSING STOCK BOOKS.  The board of directors
may fix a time,  in the future,  not exceeding  fifteen (15) days  preceding the
date  of any  meeting  of  shareholders,  and not  exceeding  thirty  (30)  days
preceding the date fixed for the payment of any dividend or distribution, or for
the allotment of rights,  or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of the shareholders
entitled  to notice of and to vote at any such  meeting,  or entitled to receive
any such  dividend  or  distribution,  or any such  allotment  of rights,  or to
exercise  the rights in respect to any such  change,  conversion  or exchange of
shares,  and in such case only shareholders of record on the date so fixed shall
be  entitled  to  notice of and to vote at such  meetings,  or to  receive  such
dividend,  distribution or allotment of rights,  or to exercise such rights,  as
the case may be,  notwithstanding any transfer of any shares of the books of the
corporation after any record date

                                      -8-


fixed  as  aforesaid.  The  board  of  directors  may  close  the  books  of the
corporation  against  transfers or shares  during the whole,  or any part of any
such period.

         SECTION 2.  INSPECTION  OF  CORPORATE  RECORDS.  The share  register or
duplicate  share register,  the books of account,  and minutes of proceedings of
the  shareholders  and directors  shall be open to  inspection  upon the written
demand of any  shareholder of the holder of a voting trust  certificate,  at any
reasonable  time,  and for a purpose  reasonably  related to his  interests as a
shareholder,  or as the  holder  of a voting  trust  certificate,  and  shall be
exhibited  at any time when  required by the demand of ten percent  (10%) of the
shares represented at any shareholders'  meeting. Such inspection may be made in
person or by an agent of attorney, and shall include the right to make extracts.
Demand of  inspection  other than at a  shareholders'  meeting  shall be made in
writing upon the president, secretary or assistant secretary of the corporation.

         SECTION 3. CHECKS,  DRAFTS, ETC. All checks, drafts or other orders for
payment of money,  notes or other evidences of indebtedness,  issued in the name
of or payable to the corporation,  shall be signed or endorsed by such person or
persons  and in such  manner  as,  from  time to time,  shall be  determined  by
resolution of the board of directors.

         SECTION 4. ANNUAL  REPORT.  The board of directors  of the  corporation
shall cause to be sent to the  shareholders  not later than one  hundred  twenty
(120) days after the close of the fiscal or calendar year an annual report.

         SECTION 5.  CONTRACTS,  ETC.,  HOW  EXECUTED.  The board of  directors,
except as in the  By-Laws  otherwise  provided,  may  authorize  any  officer or
officers,  agent or agents, to enter into any contract, deed or lease or execute
any  instrument  in the  name of and on  behalf  of the  corporation,  and  such
authority  may be general  or  confined  to  specific  instances;  and unless so
authorized by the board of directors,  no officer,  agent or employee shall have
any power or authority to bind the  corporation by any contract or engagement or
the pledge its credit to render it liable for any purpose or to any amount.

         SECTION 6.  CERTIFICATES  OF STOCK. A certificate or  certificates  for
shares  of the  capital  stock  of the  corporation  shall  be  issued  to  each
shareholder when any such shares are fully paid up. All such certificates  shall
be signed by the president or a vice president and the secretary or an assistant
secretary,  or be  authenticated by facsimiles of the signature of the president
and  secretary  or by a facsimile of the  signatures  or the  president  and the
written signature of the secretary or an assistant secretary.  Every certificate
authenticated  by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk.

         SECTION  7.  REPRESENTATIONS  OF  SHARES  OF  OTHER  CORPORATIONS.  The
president or any vice president and the secretary or assistant secretary of this
corporation  are  authorized  to vote,  represent and exercise on behalf of this
corporation all rights  incident to any and all shares of any other  corporation
or corporations  standing in the name of this corporation.  The authority herein
granted to said officers to vote or represent on behalf of this  corporation  or
corporations may be exercised either by such officers in person or by any person
authorized  so to do by  proxy  or  power  of  attorney  duly  executed  by said
officers.

                                      -9-


         SECTION 8.  INSPECTION OF BY-LAWS.  The  corporation  shall keep in its
principal  office for the  transaction of business the original or a copy of the
By-Laws as amended,  or otherwise  altered to date,  certified by the secretary,
which shall be open to inspection by the  shareholders  at all reasonable  times
during office hours.

         SECTION  9.  INDEMNIFICATION.   The  corporation  shall  indemnify  its
officers and directors for any liability  including  reasonable costs of defense
arising  out of any act or  omission of any officer or director on behalf of the
corporation to the full extent allowed by the laws of the state of Utah.

                                  ARTICLE VII.

                                   AMENDMENTS

         SECTION 1. POWER OF  SHAREHOLDERS.  New By-Laws may be adopted or these
By-Laws  may be amended or  repealed  by the vote of  shareholders  entitled  to
exercise a majority  of the voting  power of the  corporation  or by the written
assent of such shareholders.

         SECTION 2. POWER OF DIRECTORS.  Subject to the right of shareholders as
provided  in Section 1 of this  Article VII to adopt,  amend or repeal  By-Laws,
By-Laws other than a By-Law or amendment  thereof changing the authorized number
of directors may be adopted, amended or repealed by the board of directors.

                            CERTIFICATE OF SECRETARY

         The  undersigned  does  hereby  certify  that  the  undersigned  is the
Secretary of TAC, Inc. a corporation  duly  organized and existing  under and by
virtue of the laws of the State of Utah; that the above and foregoing By-Laws of
said  corporation  were  duly  and  regularly  adopted  as such by the  Board of
Directors of said corporation at the first meeting of said Board, which was duly
and  regularly  held  on the 1st day of  November,  1995,  and  that  the  above
foregoing By-Laws are now in full force and effect.

Dated this:  February 6, 1996


 /s/ Bonnie Jean Tippetts (Sec)
 ------------------------------
 Bonnie Jean Tippetts, Secretary


                                      -10-