DIGICORP BY-LAWS

BYLAWS OF

DIGICORP



ARTICLE I--IDENTIFICATION


1. NAME

The name of the corporation is DigiCorp (the "Corporaton").

2. OFFICES

The principal office of the corporation in the State of Utah shall be
located in the County of Salt Lake. The corporation may have such other offices,
either within or without the State of Utah as the Board of Directors may
designate or as the business of the corporation may require from time to
time.

The registered office of the corporation required by the Utah Business
Corporation Act to be maintained in the State of Utah may be, but need not be,
identical with the principal office in the State of Utah, and the address of the
registered office may be changed from time to time by the Board of Directors.


3. CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation, and the words "Corporate Seal."

ARTICLE II--SHAREHOLDERS


1. ANNUAL MEETING

The annual meeting of the shareholders, shall be held on a day designated
by the Board of Directors during the second week in the month of August in each
year, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the election of directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
as conveneintly may be.


2. SPECIAL MEETINGS

Special meetings of thefl stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by a majority
of the Directors, and shall be called by the President at the request of the
holders of not less than twenty percent of all the outstanding shares of the
corporation entitled to vote at the meeting.



3. PLACE OF MEETING

The Board .of Directors may designate any place, either within or without
the State of Utah, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Utah, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the registered office of the corporation in the
State of Utah.


4. NOTICE OF MEETING

Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten nor more than fifty days before
the date of the meeting, either personally or by mail, by or at the direction of
the president, or the secretary, or the officer or persons calling the meeting,
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE

For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.


6. VOTING LISTS

The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.


7. QUORUM

A Majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may obe transacted which
might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.


8. PROXIES

At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.

9. VOTING

Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by--laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.


10. INFORMAL ACTION BY SHAREHOLDERS

Any action required to be taken at a meeting of the shareholders, or any
action which 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, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

11. NON-CUMULATIVE VOTING

At each election for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by .him for as many persons as there are directors to be elected
and for whose election he has a right to vote; however, no shareholder shall
have the right to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principle among any number of
candidates.

ARTICLE III--THE BOARD OF DIRECTORS


1. GENERAL POWERS

The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by--laws and the laws of this State.

2. NUMBER, TENURE AND QUALIFICATIONS

The number of directors of the corporation shall be at least three, but not
more than seven. Each director shall hold office until the next annual meeting
of shareholders and until his successor shall have been elected and qualified.
Directors need not be residents of the State of Utah or shareholders of the
corporation.



3. VACANCIES

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 of the Board of Directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of shareholders called for
that purpose.


4. PLACE OF MEETINGS

Meetings of the Board of Directors, annual, regular, or special, may be
held either within or without the State of Utah.

5. ANNUAL MEETINGS

The Board of Directors shall meet each year immediately after the annual
meeting of the shareholders, at the registered office of the Corporation, for
the purpose of organization, election of officers, and consideration of any
other business that may properly be brought before the meeting. No notice of any
kind to either old or new members of the Board of Directors for this annual
meeting shall be necessary.


6. MANNER OF ACTING

At all meetings of the Board of Directors, each Director shall have one
vote. The act of a majority present at a meeting shall be the act of the Board
of Directors, provided a quorum is present.


7. QUORUM AND TIE BREAKING

A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present, whereupon the meeting
may be held, as a meeting of the Board of Directors. The Chairman of the Board
shall in case of an equality of votes have an additional casting vote to be a
tie breaker.



8. CHAIRMAN

The Board of Directors may elect from its own number a Chairman gf the
Board, who shall preside at all meetings of the Board of Directors, and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors.

9. RESIGNATION

A Director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. Resignation shall
become effective upon its acceptance by the Board of Directors; provided,
however, that if the Board of Directors has not acted thereon within ten days
from the date of its delivery, the resignation shall upon the tenth day be
deemed accepted.


10. PRESUMPTION OF ASSENT

A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.


11. COMPENSATION

By resolution of the Board of Directors, the Directors may be paid their
expenses,.. if any, of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefore.


ARTICLE IV--OFFICERS


1. NUMBER

The officers of the corporation shall be a President, one or more Vice--
Presidents (the number, thereof, to be determined by the Board of Directors), a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary.


2. ELECTION AND TERM OF OFFICE

The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.

3. REMOVAL

Any officer or agent may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of in officer or agent shall not of
itself create contract rights.


4. VACANCIES

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.


5. PRESIDENT

The President shall be the principal operating officer of the corporation,
and subject to the control of the Board of Directors, shall in general supervise
the day-to-day business affairs of the corporation. The President's signature
shall be mandatory on any contractual commitments or disbursements of the
corporation. He may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, notes, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be executed,
except in cases where it shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.



6. THE VICE-PRESIDENTS

In the absence of the President or in the event of his death, inability or
refusal to act, the Vice--President (or in the event there be more than one
Vice-- President, the Vice-Presidents in the order designated at the time of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice-President shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.


7. THE SECRETARY

The Secretary shall: (a) keep the minutes of the shareholders' and of the
Board of Directors' meetings in one or more books provided for that purpose; (b)
see that all notices are given in accordance with the provisions of these bylaws
or as required by law; (c) to be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice-President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.


8. THE TREASURER

If required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall deterthine. He shall: (a) have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of Article VT of these by-laws and
(b) in general perform all of the duties as from time to time may be assigned to
him by the President or by the Board of Directors.



9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS

The Assistant Secretaries, when authorized by the Board of Directors, may
sign with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

10. SALARIES

The salaries of the officers shall be fixed from time to time by the Board
of Directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

ARTICLE V-CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS

The directors may authorize any officer or officers, 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 oc confined to
specific instances.


2. LOANS

No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.


3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by the President or an officer or agent or agents designated by the President of
the Corporation.




4. DEPOSITS

All funds of the corporation not otherwise employed shall be deposted from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.


ARTICLE VI--CERTIFICATES FOR SHARES AND THEIR TRANSFER


1. CERTIFICATES FOR SHARES

Certificates representing shares of the corporation shall be in such form
as shall be determined by the directors. Such certificates shall be signed by
the president and by the secretary or by such other officers authorized by law
and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the corporation
as the directors may prescribe.

2. TRANSFER OF SHARES-

(a) Upon the surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.

(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.



ARTICLE VII--FISCAL YEAR


The fiscal year of the corporation shall begin on the first day of July in
each year and shall end on the thirtieth day of June in each year.

ARTICLE VIII--DIVIDENDS

The 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 IX--WA1VER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

ARTICLE X-OFFICER AND DIRECTOR CONTRACTS

No contract or other transaction between this Corporation and any other
corporation shall be affected by the fact that a director or officer of this
Corporation is interested in, or is a director or other officer of such other
corporation. Any director, individually or with others, may be a party to, or
may be interested in any transaction of this Corporation or any transaction in
which this Corporation is interested. No contract or other transaction of this
Corporation with any person, firm, or corporation shall be affected by the fact
that any director of this Corporation (a) is party to, or is interested in such
contract, act or transaction; (b) is in some way connected with such person,
firm, or corporation. Each person who is now or may become a director of this
Corporation is hereby relieved from and indemnified against any liability that
might otherwise be obtained in the event such director contracts with this
Corporation for the benefit of himself or any firm, association, or corporation
in which he may be interested in any way, provided such director acts in good
faith.

ARTICLE XI--INDEMNIFICATION

1. INDEMNIFICATION

The Corporation shall indemnify any and all of its directors or officers or
former directors or former officers or any person who may have served at its
request as a director or officer of another corporation in which it owns shares
of capital stock or of which it is a creditor against expenses actually and
necessarily incurred by them in connection with the defense or settlement of any
action, suit or proceeding brought or threatened in which they, or any of them,
are or might be made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under any Bylaw,
agreement, vote of stockholders, or otherwise.



2. LEGAL FEES

The Corporation may also reimburse to any director, officer or employee the
reasonable costs of settlement of any action, suit or proceeding, if it shall be
found by a majority of a committee composed of the directors not involved in the
matter in controversy (whether or not a quorum) that it was to the best interest
of the Corporation that the settlement be made and that the director, officer or
employee was not guilty of negligence or misconduct.

ARTICLE XII-- AMENDMENTS

The power to alter, amend, or repeal the Bylaws, or to adopt new Bylaws is
vested in the Board of Directors. The Bylaws may contain any provisions for the
regulation and management of the affairs of the Corporation not prohibited by
laws or the Articles of Incorporation.

IN WITNESS WHEREOF, the foregoing Bylaws were adopted and approved by the
Board of Directors at their meeting duly called and held on the 19th day of
July, 1983.


/s/ Michael D. Rossetti______
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PRESIDENT OF DIGICORP


/s/ Gregg B. Colton___________
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SECRETARY OF DIGICORP