UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14C INFORMATION

               Information Statement Pursuant to Section 14(c) of
                       the Securities Exchange Act of 1934

Check the appropriate box:

|X|     Preliminary Information Statement
| |     Confidential, for Use of the Commission Only (as permitted by
         Rule 14c-5(d)(2))
| |     Definitive Information Statement

                       Energroup Technologies Corporation
                (Name of Registrant as Specified In Its Charter)

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               pursuant  to  Exchange  Act Rule 0-11 (set forth  amount on which
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                       ENERGROUP TECHNOLOGIES CORPORATION
                               12890 Hilltop Road
                               Argyle, Texas 76226
                            Telephone: (972) 233-0300


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON AUGUST 14, 2007

To Our Shareholders:

     A Special Meeting of Shareholders of Energroup Technologies Corporation,  a
Utah  corporation,  will be held at 12890 Hilltop Road,  Argyle,  Texas 76226 on
August 14, 2007, at 10:00 a.m.,  local time, for the purpose of considering  and
taking action on the following proposals:

     1. To  approve a reverse  split of our  issued  and  outstanding  shares of
     Common  Stock on a  1-for-7  basis so that  shareholders  of  record on the
     effective  date for such split  shall  receive  one (1) share of our Common
     Stock for each seven (7) shares now held by them.  In  connection  with the
     reverse split,  no shareholder of record on the Record Date who holds fewer
     than 100 shares shall be affected by the reverse  split and no  shareholder
     of record on the Record Date who holds more than 100 shares  shall have his
     or her ownership  reduced to fewer than 100 shares of our post-split Common
     Stock.

     2. To approve a change in the state of  incorporation  of the Company  from
     Utah to Nevada by merging the Company with and into a newly  formed  Nevada
     subsidiary,  in  connection  with which the Articles of  Incorporation  and
     Bylaws of the Nevada corporation shall become the Articles of Incorporation
     and Bylaws of the Company.

     The Board of  Directors  has fixed the close of business on July 9, 2007 as
the record date for  determining the  stockholders  entitled to notice of and to
vote at the Special Meeting and any adjournment or postponement thereof. Holders
of at least a majority  of the  shares  outstanding  on the Record  Date must be
represented  at the  Special  Meeting  in order to  constitute  a quorum for the
transaction of business.

     Shares of  Common  Stock can be voted at the  Special  Meeting  only if the
holder is present at the meeting in person or by valid proxy.  WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     All stockholders are cordially invited to attend the Special Meeting.

                                    By Order of the Board of Directors,

                                    /s/ Timothy P. Halter
                                    Timothy P. Halter
                                    President
Argyle, Texas
July [23], 2007








                              INFORMATION STATEMENT

                         ENERGROUP HOLDINGS CORPORATION
                               12890 Hilltop Road
                               Argyle, Texas 76226
                            Telephone: (972) 233-0300

                      WE ARE NOT ASKING YOU FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY


                        PURPOSE OF INFORMATION STATEMENT

     This Information Statement (the "Information Statement") is being mailed on
or about July [23], 2007 to the shareholders of record of Energroup Technologies
Corporation,  a Utah corporation  (the "Company"),  in connection with a special
meeting of the Company's  shareholders  (the "Special  Meeting") that will be at
12890 Hilltop  Road,  Argyle,  Texas 76226 on August 14,  2007, at 10:00 a.m.,
local time.  The Board of  Directors  has fixed the close of business on July 9,
2007 (the "Record  Date") as the record date for  determining  the  shareholders
entitled to notice of and to vote at the Special  Meeting and any adjournment or
postponement thereof.  Except as otherwise indicated by the context,  references
in this Information  Statement to "Company," "we," "us," or "our" are references
to Energroup Technologies Corporation.

     At the Special Meeting, the Shareholders will be asked to consider and vote
on the following proposals:

          1. To approve a reverse split of our issued and outstanding  shares of
          Common Stock on a 1-for-7 basis so that  shareholders of record on the
          effective  date for such  split  shall  receive  one (1)  share of our
          Common Stock for each seven (7) shares now held by them. In connection
          with the reverse  split,  no  shareholder of record on the Record Date
          who holds fewer than 100 shares shall be affected by the reverse split
          and no  shareholder  of record on the Record  Date who holds more than
          100 shares shall have his or her  ownership  reduced to fewer than 100
          shares of our post-split Common Stock.

          2. To approve a change in the state of  incorporation  of the  Company
          from Utah to  Nevada  by  merging  the  Company  with and into a newly
          formed Nevada  subsidiary,  in  connection  with which the Articles of
          Incorporation  and Bylaws of the Nevada  corporation  shall become the
          Articles of Incorporation and Bylaws of the Company.

     The Common Stock is the only class of the Company's  stock  outstanding and
entitled to vote at the Special Meeting.  Each share of Common Stock is entitled
to one vote.  We had, as of the Record Date,  13,497,421  shares of Common Stock
outstanding,  meaning that there will be 13,497,421 votes eligible to be cast at
the Special Meeting. Both of the proposals require the approval of a majority of
the issued and  outstanding  shares of our voting stock,  or at least  6,748,711
affirmative  votes,  in  order  to be  adopted.  Shareholders  have no  right to
cumulative voting as to any matter.

     Halter Financial  Investments,  L.P. ("HFI"), which holds 11,200,000 shares
of Common Stock,  or  approximately  83% of our  outstanding  Common Stock and a
majority  of the  outstanding  Common  Stock  entitled  to vote  at the  Special
Meeting,  has  advised  us that it  presently  intends  to vote in favor of both
proposals. It is anticipated, therefore, that both proposals will be approved at
the Special Meeting.

     Assuming both  proposals are approved at the Special  Meeting,  the Company
will file  Articles  of  Amendment  with the Utah  Department  of  Commerce  and


                                       1


Commercial  Code to effectuate the reverse stock split and will file Articles of
Merger with the Nevada  Secretary of State and the Utah  Department  of Commerce
and  Commercial  Code to  effectuate  the  merger of the  Company  with and into
Energroup-Nevada.  These documents will become  effective on the dates specified
in such filings,  which we anticipate to be within three business days after the
Special Meeting.

                     AUTHORIZATION BY THE BOARD OF DIRECTORS

     On July 9, 2007,  our board of directors  unanimously  adopted  resolutions
declaring  the  advisability  of the  reverse  stock split and the change in our
state of incorporation and recommended that shareholders approve such actions.

                               DISSENTERS' RIGHTS

     SHAREHOLDERS HAVE THE RIGHT TO EXERCISE  DISSENTERS'  RIGHTS UNDER SECTIONS
16-10a-1301  THROUGH  16-10a-1331 OF THE UTAH REVISED BUSINESS  CORPORATION ACT,
AND  OBTAIN  THE  "FAIR  VALUE"  OF  THEIR  SHARES  OF  ENERGROUP   TECHNOLOGIES
CORPORATION  COMMON  STOCK,  PROVIDED  THAT  THEY  COMPLY  WITH  THE  CONDITIONS
ESTABLISHED  UNDER APPLICABLE UTAH LAW. FOR A DISCUSSION  REGARDING  DISSENTERS'
RIGHTS,  SEE  THE  SECTION  ENTITLED  "PROPSOSAL  2 -  CHANGE  IN OUR  STATE  OF
INCORPORATION  FROM UTAH TO NEVADA;  RIGHTS OF DISSENTING  SHAREHOLDERS" IN THIS
INFORMATION STATEMENT AND APPENDIX "E" HERETO, WHICH SETS FORTH THOSE STATUTES.

                                    EXPENSES

     The costs of  preparing,  printing and mailing this  Information  Statement
will be borne by the Company.

                  INTEREST OF PERSONS ON MATTERS TO BE ACTED ON

     None of the  officers or  directors of the Company has a direct or indirect
substantial  interest,  by security  holdings  or  otherwise,  in the  corporate
actions described herein.

                         SHAREHOLDERS SHARING AN ADDRESS

     We will deliver  only one  Information  Statement to multiple  shareholders
sharing an address  unless we have received  contrary  instructions  from one or
more of the shareholders. We undertake to deliver promptly, upon written or oral
request,  a separate copy of the  Information  Statement to a  shareholder  at a
shared address to which a single copy of the Information Statement is delivered.
A shareholder  can notify us that the  shareholder  wishes to receive a separate
copy of the  Information  Statement  by  contacting  us at the  address or phone
number set forth above. Conversely,  if multiple shareholders sharing an address
receive  multiple  Information  Statements  and wish to receive  only one,  such
shareholders can notify us at the address or phone number set forth above.

                                  RECENT EVENTS

     As reported  in Item 5.01 of our Current  Report on Form 8-K filed with the
Securities and Exchange Commission on May 23, 2007, on May 22, 2007 we completed
the sale of 11,200,000  restricted  shares of our Common Stock to HFI for a cash
purchase price of $350,000 pursuant to the Stock Purchase Agreement entered into
between the Company and HFI dated as of May 3, 2007. The shares  acquired by HFI
represent  approximately  83%  of  the  issued  and  outstanding  shares  of the
Company's  Common Stock and the  transaction  resulted in a change of control of
the Company.


                                       2



     The Stock Purchase  Agreement  included a covenant to the effect that until
such time as the Company enters into a business  combination  transaction with a
business with current  operations,  HFI, as the  controlling  shareholder of the
Company,  would not permit the Company to effect any  reverse  stock split other
than a  one-time  split  on a  basis  of  not  greater  than  1-for-7  and  that
shareholders  would generally not have their total share ownership reduced below
100 shares as a result of any such stock split.

     On May  3,  2007,  acting  pursuant  to the  terms  of the  Stock  Purchase
Agreement,  our board of directors  declared a special cash  distribution  in an
amount equal to $0.1219 per share, or a total of approximately  $280,000, to our
shareholders of record on May 17, 2007 who held  approximately  2,297,421 shares
of our Common Stock. HFI did not participate in the special cash distribution.

     The foregoing  discussion of the Stock  Purchase  Agreement is not complete
and is qualified by reference to our Current  Reports on Form 8-K filed with the
Commission on May 3 and May 23, 2007, respectively.

     The Stock  Purchase  Agreement  did not  change the  Company's  status as a
"shell  corporation" and our current  principal  business  activity is to seek a
reverse  acquisition  candidate  through  acquisition,  merger or other suitable
business combination method.

     We have very limited  capital,  and it is unlikely  that we will be able to
take  advantage of more than one such  business  opportunity.  We intend to seek
opportunities  which we believe  demonstrate  potential for long-term growth. At
the present time, we have not identified any business  opportunity  that we plan
to pursue,  nor have we reached any agreement or definitive  understanding  with
any person concerning an acquisition.

     No  assurance  can be  given  that we  will be  successful  in  finding  or
acquiring a desirable  business  opportunity.  Furthermore,  no assurance can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current shareholders.

                              MAJORITY SHAREHOLDER

     HFI, which holds  11,200,000  shares of Common Stock,  or a majority of our
Common Stock and a majority of the outstanding  Common Stock entitled to vote at
the Special Meeting,  has advised us that it presently  intends to vote in favor
of the  proposals  to approve  the  reverse  stock split and change our state of
incorporation  from Utah to Nevada. It is anticipated,  therefore,  that both of
such proposals will be approved at the Special  Meeting.  Information  regarding
HFI is set forth below:

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

  Majority Stockholder                    Number of Shares      % of total
  -------------------------------------  ------------------- -------------------
  Halter Financial Investments, L.P.*
  12890 Hill Top Road                       11,200,000*            83.0%
  Argyle, Texas 76226
  -------------------------------------  ------------------- -------------------
  Total:                                     11,200,000            83.0%
  -------------------------------------  ------------------- -------------------

* Halter  Financial  Investments,  L.P. is a Texas limited  partnership of which
Halter Financial  Investments GP, LLC, a Texas limited liability company, is the
sole general  partner.  HFI holds  11,200,000  shares of our Common  Stock.  The
limited partners of HFI are: (i) TPH Capital, L.P., a Texas limited partnership,
of which TPH Capital GP, LLC, a Texas limited liability company,  is the general
partner,  of which Timothy P. Halter is the sole member;  (ii) Bellfield Capital
Partners,  L.P.,  a  Texas  limited  partnership,  of  which  Bellfield  Capital
Management, LLC, a Texas limited liability company, is the sole general partner,
of which David Brigante is the sole member;  (iii) Colhurst  Capital LP, a Texas


                                       3





limited  partnership,  of  which  Colhurst  Capital  GP,  LLC,  a Texas  limited
liability  company,  is the general  partner,  of which George L. Diamond is the
sole  member;  and (iv)  Rivergreen  Capital,  LLC,  a Texas  limited  liability
company,  of which Marat Rosenberg is the sole member. As a result,  each of the
foregoing  persons may be deemed to be a beneficial  owner of the shares held of
record by HFI.

                   DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

     Our authorized  capital  currently  consists of 50,000,000 shares of Common
Stock,  par value  $0.001 per share.  Each share of Common  Stock  entitles  its
record  holder to one (1) vote per share  held.  Holders of Common  Stock do not
have cumulative  voting,  conversion,  redemption rights or preemptive rights to
acquire  additional  shares.  At the close of business on the Record  Date,  the
Company had 13,497,421 shares of Common Stock issued and outstanding.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  certain  information  with respect to the
beneficial ownership of the Company's capital stock immediately before and after
the effectuation of the Reverse Split by:

     o    each  shareholder  known by the Company to be the beneficial  owner of
          more  than 5% of the  Company's  outstanding  securities  prior to and
          after the Reverse Split;
     o    each current director of the Company;
     o    each of the executive officers of the Company; and
     o    all current directors and executive officers as a group.

     Unless  otherwise  specified,  the address of each of the persons set forth
below is in care of Energroup  Technologies  Corporation,  12890  Hilltop  Road,
Argyle, Texas 76226.

                                    Before effectiveness of the      After effectiveness of the Reverse
                                         Reverse Split (2)                        Split (3)

                                    Amount of        Amount of
 Name and Address of                Beneficial       Percent of         Beneficial          Percent of
 Beneficial Owner (1)               Ownership       Common Stock        Ownership          Common Stock
 --------------------               ---------       ------------        ---------          ------------
                                                                               
 Principal Shareholders
 Timothy P. Halter (4)              11,200,000          83.0%           1,600,000             83.0%
 David Brigante (4)                 11,200,000          83.0%           1,600,000             83.0%
 George Diamond (4)                 11,200,000          83.0%           1,600,000             83.0%
 Marat Rosenberg (4)                11,200,000          83.0%           1,600,000             83.0%
 Jenson  Services, Inc.(5)           2,105,000          15.6%             300,714             15.6%
 Directors and Officers
 Stephen R. Fry                              0            -                     0               -
 Timothy P. Halter (4)              11,200,000          83.0%           1,600,000             83.0%
 Thomas J. Howells                           0            -                     0                -
 All Directors and executive        11,200,000          83.0%             209,581             83.0%
 officers as a group (3 Persons)



     (1)  Beneficial  ownership has been determined in accordance with the rules
          of the SEC and  generally  includes  voting or  investment  power with
          respect to securities.  Except as otherwise  provided herein,  each of
          the  beneficial  owners listed above has direct  ownership of and sole
          voting power and investment power with respect to the shares of Common
          Stock.


                                       4


     (2)  A total of  13,497,421  shares of Common  Stock are  considered  to be
          outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. There
          are no options  outstanding  and no options have been  included in the
          denominator for purposes of determining percentage ownership.
     (3)  Based on the approximately 1,928,203 shares of Common Stock to be
         outstanding after the consummation of the Reverse Split.
     (4)  The  referenced  shares of Common Stock are owned by Halter  Financial
          Investments,  L.P. HFI is a Texas limited  partnership of which Halter
          Financial  Investments GP, LLC, a Texas limited liability company,  is
          the sole  general  partner.  The limited  partners of HFI are: (i) TPH
          Capital,  L.P., a Texas limited partnership,  of which TPH Capital GP,
          LLC, a Texas limited  liability  company,  is the general partner,  of
          which  Timothy P. Halter is the sole member;  (ii)  Bellfield  Capital
          Partners,  L.P.,  a Texas  limited  partnership,  of  which  Bellfield
          Capital  Management,  LLC, a Texas limited liability  company,  is the
          sole  general  partner,  of which David  Brigante is the sole  member;
          (iii)  Colhurst  Capital  LP, a Texas  limited  partnership,  of which
          Colhurst Capital GP, LLC, a Texas limited  liability  company,  is the
          general  partner,  of which George L. Diamond is the sole member;  and
          (iv) Rivergreen  Capital,  LLC, a Texas limited liability company,  of
          which Marat  Rosenberg  is the sole member.  As a result,  each of the
          foregoing persons may be deemed to be a beneficial owner of the shares
          held of record by HFI.
     (5)  Duane Jenson is the owner of Jenson  Services,  Inc. and may be deemed
          the beneficial owner of the shares  referenced  above. The address for
          Jenson Services, Inc. is 4685 S. Highland Drive, #202, Salt Lake City,
          Utah 84117.


                                   PROPOSAL 1
                           1-FOR-7 REVERSE STOCK SPLIT

General

     On  July  9,  2007,  our  Board  of  Directors   unanimously  approved  and
recommended that the shareholders  approve, a 1-for-7 reverse stock split of our
issued and outstanding shares of Common Stock. The Board of Directors determined
that by reducing the number of shares of our Common Stock from 13,497,421 shares
to  approximately  1,928,203  shares,  the Company will be better  positioned to
effect our  business  strategy of entering  into a business  combination  with a
private  entity  that  has  current  business  operations.   The  reverse  split
recommended  by the Board of  Directors  is the maximum  split  permitted by the
Stock Purchase Agreement with HFI.

     The reverse stock split, when implemented, will not change the par value of
our Common Stock or change the number of authorized  shares of our Common Stock.
Except for any  changes  resulting  from the  policy of not  reducing a person's
holdings  below 100 shares and the treatment of  fractional  shares as discussed
below, following the reverse split shareholders will hold approximately the same
percentage of our  outstanding  Common Stock  immediately  following the reverse
stock split as such  shareholder  did  immediately  prior to the  reverse  stock
split.

Uncertainties with Regard to the Reverse Stock Split

     There is no assurance that once the reverse stock split is effected we will
be able to consummate a business combination.

     Although  our Common Stock is  currently  quoted on the OTC Bulletin  Board
under the symbol  "EGRT,"  there is no active or liquid  trading  market for our
Common  Stock  and there can be no  assurance  that an active or liquid  trading
market will develop in the future.  As such, we are not able to predict what, if
any,  impact the reverse stock split will have on the market or market price for
our Common Stock.  The bid quotation per new share of our Common Stock after the
reverse  stock  split  may not rise or  remain  constant  in  proportion  to the
reduction in the number of old shares of our Common Stock outstanding before the


                                       5


reverse stock split. Accordingly,  the total market capitalization of our Common
Stock  after  the  reverse  stock  split  may be  lower  than the  total  market
capitalization before the reverse stock split.

Principal Effects of the Reverse Stock Split

Corporate Matters.

     The  reverse  stock split will be  effected  simultaneously  for all of our
Common Stock and, except as provided below,  the exchange ratio will be the same
for all of our Common  Stock.  No  shareholder  of record on the Record Date who
holds  fewer  than 100  shares  shall  be  affected  by the  reverse  split;  no
shareholder  of record on the Record  Date who holds more than 100 shares  shall
have his or her  ownership  reduced to fewer  than 100 shares of our  post-split
Common Stock as a result of the reverse stock split;  and any fractional  shares
that would  otherwise be issuable to any  shareholder as a result of the reverse
stock  split  shall be rounded up to the  nearest  whole  share.  Except for any
changes  resulting from the policy of not reducing a person's holdings below 100
shares and the  treatment of  fractional  shares,  following  the reverse  split
shareholders  will hold  approximately  the same  percentage of our  outstanding
Common Stock  immediately  following the reverse stock split as such shareholder
did immediately prior to the reverse stock split.

     Following  the reverse  stock split,  we will continue to be subject to the
periodic  reporting  requirements  of the  Securities  Exchange Act of 1934,  as
amended.

Fractional Shares.

     No scrip or fractional  certificates  will be issued in connection with the
reverse stock split. Instead, any fractional share that results from the reverse
stock  split will be rounded up to the next whole  share.  This is being done to
avoid the  expense and  inconvenience  of issuing  and  transferring  fractional
shares of our Common Stock as a result of the reverse stock split.

Effective Increase in Authorized and Unissued Shares.

     As of the Record  Date,  there  were  authorized  50,000,000  shares of our
Common Stock of which 13,497,421  shares were issued and  outstanding.  Although
the number of shares of Common Stock we are  authorized to issue will not change
as a result of the reverse stock split, the reverse split will reduce the number
of issued and outstanding  shares of our Common Stock and  effectively  increase
the number of authorized  and unissued  shares  available  for future  issuance.
Authorized and unissued shares may be issued for such purpose or purposes as may
be  determined  by the  Board  of  Directors  including,  but  not  limited  to,
financings  and  acquisitions.  If we issue  additional  shares,  the  ownership
interest of holders of Common Stock will be diluted.  The proposed change in our
state of  incorporation,  which is  discussed  below,  will  result in a further
increase  in  our  authorized  and  unissued  shares  of  Common  Stock  because
Energroup-Nevada   has  a  larger   number  of   authorized   shares  than  does
Energroup-Utah.

Accounting Matters.

     The reverse  stock split will not affect the par value of our Common Stock.
As a result,  as of the effective  time of the reverse  stock split,  the stated
capital on our balance  sheet  attributable  to our Common Stock will be reduced
proportionately  based on the  reverse  stock  split  ratio  and the  additional
paid-in  capital  account  will be credited  with the amount by which the stated
capital is  reduced.  The per share net income or loss and net book value of our
Common Stock will also change  because  there will be fewer shares of our Common
Stock outstanding.



                                       6



Potential Anti-Takeover Effect.

     Although,  the increased proportion of unissued authorized shares to issued
shares could,  under certain  circumstances,  have an anti-takeover  effect (for
example,  by  permitting  issuances  that would dilute the stock  ownership of a
person  seeking to effect a change in the  composition of our Board of Directors
or  contemplating a tender offer or other  transaction for the combination of us
with another  company),  the reverse stock split is not a response to any effort
of which we are aware to accumulate our shares of Common Stock or obtain control
of the Company, nor is it part of a plan by our management to recommend a series
of similar amendments to our Board of Directors and shareholders.

           Your Board of Directors recommends a vote "FOR" the 1-for-7
    reverse stock split of our issued and outstanding shares of Common Stock

                                   PROPOSAL 2
            CHANGE IN OUR STATE OF INCORPORATION FROM UTAH TO NEVADA

General

     The Board of  Directors  has adopted  resolutions,  subject to  shareholder
approval,  to change the Company's state of  incorporation  from Utah to Nevada.
The Board of  Directors  believes  the change in the state of  incorporation  is
desirable  because it will result in the Company being  incorporated  in a state
with a widely  recognized  body of  corporate  law and no state  income tax, and
having a large  number of  authorized  and  unissued  shares of Common Stock and
preferred  stock  available  for issuance in the future.  The Board of Directors
believes  these will be positive  factors in the  Company's  attempt to locate a
business  opportunity for acquisition or participation by the Company,  although
no  assurances  can be given that these beliefs are accurate or that the Company
will be able to acquire a business opportunity.

     In order to  accomplish  the  change  in the  state of  incorporation,  the
Company will merge with and into a corporation  which has been  incorporated  in
Nevada  specifically  for  that  purpose  under  the  name  "Energroup  Holdings
Corporation"  ("Energroup  Nevada").  Pursuant  to  the  terms  of  the  merger,
Energroup  Nevada  will  be  the  surviving   corporation  and  the  issued  and
outstanding  shares of the Company's  Common  Stock,  after giving effect to the
reverse stock split described above, will automatically be converted into shares
of Energroup  Nevada  common stock at the rate of one share of Energroup  Nevada
common stock for each one share of the Company's  post-split  Common Stock.  The
form of the Articles and Plan of Merger of  Energroup  Technologies  Corporation
with and into Energroup  Holdings  Corporation is attached hereto as Appendix B.
Upon  completion  of the merger,  the  Articles of  Incorporation  and Bylaws of
Energroup  Nevada will become the governing  instruments of the Company and will
differ in several respects from the current Articles of Incorporation and Bylaws
of the Company.

Certain Effects of the Change in State of Incorporation

     As previously noted, the Articles of Incorporation of Energroup Nevada will
be the governing  instrument of the surviving  corporation  following the merger
with the  Company,  resulting in several  changes  from the current  Articles of
Incorporation  of the Company.  Some of these  changes are purely  procedural in
nature,  such as a change in the registered office and agent of the Company from
an office  and agent in Utah to an office  and agent in  Nevada.  Some  changes,
however,  will be substantive in nature and certain of such substantive  changes
are  discussed  below.  Such  summary  does not  purport to be  complete  and is
qualified in its entirety by  reference  to the  corporate  laws of the State of
Nevada and the Articles of Incorporation of Energroup Nevada, a copy of which is
included herewith as Appendix "C." For ease of comparison, the Company's current
Articles of Incorporation are included herewith as Appendix "D."


                                       7



Change in Capitalization

     The Company's authorized capital on the Record Date consisted of 50,000,000
shares of Common Stock, par value $0.001 per share, of which  13,497,421  shares
were issued and outstanding.  As a result of the reverse stock split, the number
of our issued and outstanding  shares of common stock  immediately  prior to the
merger will be reduced to approximately  1,928,203. The total authorized capital
of Energroup  Nevada  consists of 110,000,000  shares of capital stock,  divided
into  100,000,000  shares of common  stock,  par value  $0.001  per  share,  and
10,000,000 shares of preferred stock, par value $0.001 per share, with the right
conferred  upon the  Board of  Directors  to  establish  the  dividend,  voting,
conversion, liquidation and other rights, privileges and preferences, as well as
the qualifications, limitations and restrictions, with respect to such preferred
stock as it may  determine  from time to time.  As a result of the reverse stock
split and the subsequent  reincorporation in Nevada,  Energroup Nevada will have
issued and  outstanding  approximately  1,928,203  shares of common stock and no
shares of  preferred  stock.  Accordingly,  the Board of  Directors of Energroup
Nevada will have available for issuance in the future  approximately  98,071,797
shares of common  stock and  10,000,000  shares of  preferred  stock.  This will
provide  management  with increased  flexibility  in taking prompt  advantage of
future  potential  merger and acquisition  transactions  without the expense and
delay  of  calling  meetings  of the  stockholders  to  authorize  increases  in
authorized capital. The issuance of additional shares of common stock may, among
other things, have a dilutive effect on the earnings per share and on the equity
and voting power of existing  holders of Common Stock and may  adversely  affect
the market  price of the Common  Stock.  The Company  has not  entered  into any
agreement with respect to a merger or acquisition transaction and has no current
plans to utilize the newly authorized shares of common or preferred stock.

     The additional  shares of common stock authorized under Energroup  Nevada's
Articles  of  Incorporation  will be  substantially  identical  to the shares of
Common  Stock now  authorized  under the  Company's  Articles of  Incorporation.
Holders  of  Common  Stock are not  entitled  under the  Company's  Articles  of
Incorporation,  and will not be entitled under  Energroup  Nevada's  Articles of
Incorporation,  to preemptive rights to subscribe for additional securities that
may be issued by Energroup Nevada in the future.

     The  Board  of  Directors   of   Energroup   Nevada  has  not  adopted  any
designations,  rights  or  preferences  for the  authorized  preferred  stock of
Energroup  Nevada.  The Board of Directors of  Energroup  Nevada may  authorize,
without further shareholder  approval,  the issuance of such shares of preferred
stock to such persons, for such consideration,  and upon such terms as the Board
of Directors determines.  These issuances could result in a significant dilution
of  the  voting  rights  and/or  the   shareholders'   equity  of  the  existing
shareholders.  There are no present plans, understandings or agreements, and the
Company is not engaged in any  negotiations,  that will  involve the issuance of
preferred  stock.  However,  the Board of Directors  believes it prudent to have
shares of preferred stock available for such corporate  purposes as the Board of
Directors  may from time to time deem  necessary  and  advisable  including  for
acquisitions  and the  raising of  additional  capital,  for which  there are no
present agreements or understandings.

     The issuance of additional  authorized  common stock or preferred stock may
have the effect of:  deterring or thwarting  persons  seeking to take control of
Energroup  Nevada through a tender offer,  proxy fight or otherwise;  inhibiting
the removal of incumbent management; or impeding a corporate transaction such as
a merger. For example,  the issuance of common stock or preferred stock could be
used to deter or prevent  such a change of  control  through  dilution  of stock
ownership  of persons  seeking to take  control or by  rendering  a  transaction
proposed by such persons more costly.


                                       8





Change in Number of Directors

     The articles of merger provide that upon the  effectiveness  of the merger,
the  directors  and  officers of  Energroup  Nevada  shall be the  officers  and
directors of the surviving corporation.  Accordingly,  Timothy P. Halter, who is
the  sole  director  of  Energroup  Nevada,  will be the  sole  director  of the
surviving  corporation and Stephen Fry and Thomas Howells will resign from their
positions as directors of the Company  effective  upon the merger of the Company
with and  into  Energroup  Nevada.  Timothy  P.  Halter,  who is the  President,
Secretary and  Treasurer of both the Company and Energroup  Nevada will continue
to hold those offices with the surviving corporation.

Limited Liability of Directors

     The Articles of  Incorporation  of Energroup  Nevada limit the liability of
the  Company's  directors  to the maximum  extent  permitted by Nevada law. As a
result,  a  director  will have no  personal  liability  to the  Company  or its
shareholders  for damages for breach of fiduciary duty as a director or officer,
except for (a) acts or omissions which involve intentional misconduct,  fraud or
a knowing  violation of law, or (b) the payment of distributions in violation of
section 78.300 of the Nevada Revised Statutes. The Company's current Articles of
Incorporation  do not  contain  any  provision  limiting  the  liability  of the
Company's directors under Utah law.

No Restrictions on Control Share Acquisitions

     The Articles of  Incorporation  of Energroup  Nevada provide that Energroup
Nevada elects not to be governed by the terms and provisions of Sections  78.378
through 78.3793,  inclusive, of the Nevada Revised Statutes,  which are designed
to  provide  stockholder   protection  by  placing   restrictions  and  imposing
requirements with respect to certain acquisitions of a controlling interest in a
corporation.  The Company's current Articles of Incorporation do not contain any
similar provision.

No Restrictions on Business Combinations with Interested Stockholders

     The Articles of  Incorporation  of Energroup  Nevada provide that Energroup
Nevada elects not to be governed by the terms and provisions of Sections  78.411
through 78.444, inclusive, of the Nevada Revised Statutes, which are designed to
provide stockholder protection by placing restrictions and imposing requirements
with  respect to certain  business  combinations  with  persons who are included
within the  definition  of  "interested  stockholders."  The  Company's  current
Articles of Incorporation do not contain any similar provision.

Some of the Differences Between Nevada Law and Utah Law

     Nevada  corporate law differs from Utah corporate law in certain  respects.
Although  it is not  practical  to  state  all  such  differences,  some  of the
differences  which  management  believes could  materially  affect the rights of
shareholders of the Company are summarized below:

          (a) Under Utah law, a special meeting of shareholders may be called by
          the board of  directors,  by such persons who may be authorized by the
          articles of  incorporation or bylaws,  or by shareholders  holding not
          less  than 10% of all  shares  entitled  to vote at a  meeting.  Under
          Nevada law, a special  meeting of  shareholders  may only be called by
          the board of directors or by such persons as may be  authorized by the
          articles  of  incorporation  or the  bylaws.  The bylaws of  Energroup
          Nevada provide that a special meeting may be called by the Chairman of
          the  Board,  the  President,  and the board of  directors  and will be
          called by the  President or the Secretary at the request in writing of
          holders  of not less than 30% of all  issued  and  outstanding  voting
          shares of the Company.


                                       9



          (b) While Utah law  provides  that  proxies may be valid for 11 months
          unless a longer  period is provided in the proxy,  Nevada law provides
          that proxies may not be valid for more than 6 months, unless the proxy
          is coupled  with an interest  or the  shareholder  specifies  that the
          proxy is to continue in force for a longer period.

          (c) The laws of Utah confer upon dissenting  shareholders the right of
          appraisal in cases where all or substantially all of the assets of the
          corporation  are sold.  While the law of Nevada permits such rights of
          appraisal  in cases of mergers or  consolidations,  it does not permit
          such  rights  where  all  or  substantially  all of  the  assets  of a
          corporation are sold.

          (d) Utah law provides that a director or the entire board of directors
          may be removed,  with or without cause, at a meeting called  expressly
          for the purpose of removing a director or  directors  if the number of
          votes  cast for  removal  exceeds  the  number of votes  cast  against
          removal.  Nevada law provides  that any director may be removed by the
          vote or written  consent of  shareholders  representing  not less than
          two-thirds of issued and outstanding  capital stock entitled to voting
          power,  subject to certain  exceptions  with  respect to  corporations
          having cumulative voting rights.

Anticipated Federal Tax Consequences

     The  Company  has not  requested  and will not  request  a ruling  from the
Internal  Revenue  Service,  nor has the  Company  requested  or  received a tax
opinion  from  an  attorney,   as  to  the  various  tax   consequences  of  the
reincorporation in the state of Nevada.

     The Company is structuring the  reincorporation  in an effort to obtain the
following consequences:

          (a) the  reincorporation  of the  Company in the state of Nevada to be
          accomplished  by a merger  between the Company and  Energroup  Nevada,
          will  constitute  a  tax-free  reorganization  within  the  meaning of
          section 368(a)(1)(F) of the Internal Revenue Code of 1986;

          (b) no gain or loss for federal income tax purposes will be recognized
          by the  shareholders  of the  Company on receipt by them of the Common
          Stock of  Energroup  Nevada in  exchange  for shares of the  Company's
          Common Stock;

          (c) the basis of the  Energroup  Nevada  common stock  received by the
          shareholders  of the  Company  in  exchange  for  their  shares of the
          Company's Common Stock pursuant to the reincorporation in the state of
          Nevada will be the same as the basis for the  Company's  Common Stock;
          and

          (d) the  holding  period for the  Energroup  Nevada  common  stock for
          capital gains treatment  received in exchange for the Company's Common
          Stock will include the period during which the Company's  Common Stock
          exchanged therefor is held.

     It should be noted  that the  foregoing  positions  are not  binding on the
Internal  Revenue  Service,  which  may  challenge  the  tax-free  nature of the
reincorporation  in the state of Nevada. A successful  challenge by the Internal
Revenue Service could result in taxable income to the Company, Energroup Nevada,
and the shareholders,  as well as other adverse tax  consequences.  ACCORDINGLY,
EACH SHAREHOLDER  SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO
ALL OF THE POTENTIAL TAX  CONSEQUENCES  TO HIM OR HER OF THE REVERSE STOCK SPLIT
AND CHANGE IN DOMICILE.


                                       10



Bylaws of Energroup Nevada

     Upon completion of the merger,  the Bylaws of Energroup  Nevada will become
the Bylaws of the Company.  While the By-laws of Energroup Nevada are similar to
the By-laws of the Company,  there are differences that may affect the rights of
the shareholders.  A copy of the Energroup Nevada Bylaws is included in Appendix
C hereto and, for ease of comparison,  a copy of the Company's current Bylaws is
included in Appendix "D" hereto.

               Your Board of Directors recommends a vote "FOR" the
            change in our state of incorporation from Utah to Nevada.

                        RIGHTS OF DISSENTING SHAREHOLDERS

     Because the change in the Company's state of incorporation will be effected
pursuant  to a  merger  of the  Company  with  and  into a  Nevada  corporation,
shareholders  who  oppose  the  proposed  merger  will have the right to receive
payment of the fair value of their  shares as set forth in sections  16-10a-1301
through 16-10a-1331 of the Utah Revised Business Corporation Act. Copies of such
statutes  are  included  as  Appendix E to this  Information  Statement  and any
discussion  herein  of  dissenters'  rights  is  qualified  in its  entirety  by
reference to such statutes.

     In general, a shareholder wishing to exercise his or her dissenters' rights
must cause the  corporation to receive,  before the vote is taken at the Special
Meeting, written notice of his or her intent to demand payment for shares if the
proposed  action  is  effectuated  and may not vote any of his or her  shares in
favor of the proposed action.  The dissenting  shareholder must also have been a
shareholder of the Company as of the date the proposed corporate action creating
dissenters'  rights is approved by the  Company's  shareholders.  Within 10 days
after  the  effective  date of the  merger,  the  Company  must  send a  written
dissenters' notice to each shareholder who is entitled to demand payment for his
or her shares which notice shall: state that the corporate action was authorized
and the date or proposed  effective date of the action;  set forth an address at
which the  Corporation  will  receive  payment  demands  and an address at which
certificates  for  certificated  shares  must be  deposited;  supply  a form for
demanding payment,  which form requests a dissenter to state an address to which
payment is to be made;  set a date by which the  corporation  must  receive  the
payment  demand  and by  which  certificates  for  certificated  shares  must be
deposited  at the  address  indicated,  which dates may not be fewer than 30 nor
more  than  70  days  after  the  date  of the  dissenters'  notice;  state  the
requirement  contemplated  by subsection  16-10a-1303(3)  if applicable;  and be
accompanied  by a copy of the statutes.  The  shareholders  must then return the
demand for  payment  and  deposit  his or her shares  with the  Company,  all as
indicated in the dissenters'  notice. Upon expiration of the period set forth in
the notice,  the Company must pay to each dissenting  shareholder the amount the
Company estimates to be the fair value of the dissenter's shares, plus interest,
which  payment  must be  accompanied  by certain  financial  information  of the
Company. The remaining procedures and the procedures to be followed in the event
a  shareholder  disputes  the  Company's  estimate  of  the  fair  value  of the
dissenting shares are set forth in the statutes.

                         EXCHANGE OF STOCK CERTIFICATES

     Following  effectiveness of the reverse stock split and the reincorporation
in Nevada,  all stock  certificates  which  represented  shares of the Company's
Common Stock shall represent ownership of Energroup Nevada common stock. We will
print new stock  certificates  and we will  obtain a new  CUSIP  number  for our
common stock that  reflects the reverse  stock split,  name change and change in
our state of incorporation, although shareholders will not be required to tender
their old stock certificates for transfer.  However,  to eliminate  confusion in
transactions  in  the  Company's  securities  in  the  over-the-counter  market,
management  urges  shareholders to surrender their old  certificates in exchange
for new  certificates  issued in the new name of the  Company  and has adopted a
policy to facilitate this process.  Each  shareholder will be entitled to submit
his  or her  old  stock  certificates  (any  certificates  issued  prior  to the


                                       11


effective  date of the change in the Company's  state of  incorporation)  to the
transfer agent of the Company,  Western States Transfer & Registrar,  Inc., 1911
East Ryan Park Ave., Sandy, Utah 84092,  Telephone (801) 523-1547, and be issued
in exchange  therefor new common stock  certificates  representing the number of
shares of Energroup  Nevada Common Stock of which each shareholder is the record
owner  after  giving  effect to the  reverse  stock split and change in state of
incorporation.

     For a period of 30 days, commencing with the date of the change of domicile
merger,  the Company  will pay, on one  occasion  only,  for the issuance of new
stock certificates in exchange for old stock certificates  submitted during such
30 day period;  provided,  the Company shall not pay any of the costs of issuing
new stock  certificates in the name of a person other than the name appearing on
the old  certificate or the issuance of new stock  certificates in excess of the
number of old certificates  submitted by a shareholder.  SHAREHOLDERS SHOULD NOT
DESTROY ANY STOCK CERTIFICATE(S).

                             ADDITIONAL INFORMATION

     We are  subject  to  the  information  and  reporting  requirements  of the
Securities Exchange Act of 1934 and in accordance with such act we file periodic
reports,  documents  and other  information  with the  Securities  and  Exchange
Commission  relating to our business,  financial  statements  and other matters.
Such  reports and other  information  may be  inspected  and are  available  for
copying at the offices of the Securities and Exchange Commission,  100 F Street,
N.W., Washington, D.C. 20549 or may be accessed at www.sec.gov.

                                   APPENDICES

     The following documents are appended to this information statement:

     Appendix  A  Form  of  Amendment  to  Articles  of   Incorporation  of
                  Energroup-Utah, which will effectuate the Reverse Stock Split
     Appendix B   Form of the Articles of Merger merging Energroup-Utah with and
                  into Energroup-Nevada
     Appendix C   Articles of Incorporation and Bylaws of Energroup-Nevada,
                  which will become the Articles and Bylaws of the Company
                  following the Merger
     Appendix D   Articles of Incorporation and Bylaws of Energroup-Utah, which
                  are currently in effect
                  following the Merger
     Appendix E   Dissenters' Rights Provisions of the Utah Revised Business
                  Corporation Act.

                                    By Order of the Board of Directors

                                    /s/ Timothy P. Halter
                                    Timothy P. Halter
                                    President

Argyle, Texas
July [23], 2007

                                       12




   Appendix A to Information Statement of Energroup Technologies Corporation

                            ARTICLES OF AMENDMENT OF
                       ENERGROUP TECHNOLOGIES CORPORATION

     Pursuant to section  16-10a-1003 of the Utah Revised  Business  Corporation
Act,  Energroup  Technologies  Corporation,  a  Utah  corporation,   hereinafter
referred  to as the  "Corporation,"  hereby  adopts the  following  Articles  of
Amendment to its Articles of Incorporation.

     1. Reverse Split. The  Corporation's  Articles of Incorporation  are hereby
amended to effect a 1-for-7  reverse  stock split in the issued and  outstanding
shares of the Corporation's common stock (the "Reverse Stock Split") as follows:
On the effective date of this Amendment,  the Corporation shall effect a reverse
split  in its  issued  and  outstanding  shares  of  Common  Stock  so that  the
13,497,421  shares currently  issued and outstanding  shall be reverse split, or
consolidated,  on a 1-for-7 basis and,  except as provided  below,  shareholders
shall receive one share of the Corporation's post-split Common Stock, $0.001 par
value, for each 7 shares of Common Stock,  $0.001 par value, held by them on the
effective date of the reverse  split.  The reverse split shall be implemented so
that, with regard to shareholders of record on July 9, 2007 (the "Record Date"),
the record  date for the Special  Meeting at which the  reverse  stock split was
considered and voted upon: (i) no shareholder who owned fewer than 100 shares of
record on the Record Date shall be  affected by the reverse  stock split and his
or her shareholdings  shall remain  unchanged;  and (ii) no shareholder who held
100 or more shares of record on the Record Date shall have his or her  ownership
reduced to fewer than 100 shares of  post-split  Common Stock as a result of the
reverse stock split. No scrip or fractional  shares will be issued in connection
with the reverse split and any  fractional  interests  will be rounded up to the
nearest whole share.  The reverse split will not result in any  modification  of
the rights of stockholders,  and will have no effect on the stockholders' equity
in the  Corporation  except for a transfer  from  stated  capital to  additional
paid-in  capital.  All shares  returned  to the  Corporation  as a result of the
reverse  split will be canceled  and  returned to the status of  authorized  and
unissued shares.

     2. Effective Date.  This Amendment  shall become  effective on August [__],
2007 (the "Effective Date").

     3. No  Other  Amendments.  Except  as  specifically  provided  herein,  the
Corporation's  Articles  of  Incorporation  shall  remain  unmodified  and shall
continue in full force and effect.

     4. Corporate  Approval.  By execution hereof,  the Corporation's  President
certifies that the foregoing Articles of Amendment were (i) approved and adopted
by the Corporation's  board of directors,  and (ii) were authorized and approved
by its  shareholders  at a  special  meeting  held on August  14,  2007 at which
_________ shares,  or ___% of the 13,497,000 shares of the Corporation's  common
stock that were issued and  outstanding on the record date of July 9, 2007, were
voted in favor of the Amendment. The shares were voted individually and not as a
class. The shares voted in favor of the Amendment  constituted a majority of the
Company's issued and outstanding shares on the record date and the Amendment was
duly approved by the Company's shareholders.

     Dated the _____ day of August 2007.

                                  Energroup Technologies Corporation

                                  By____________________________
                                  Timothy P. Halter, President








Appendix B to Information Statement of Energroup Technologies Corporation

                               ARTICLES OF MERGER

KNOW ALL MEN BY THESE PRESENTS:

     THESE ARTICLES OF MERGER are executed and entered into as of the [____] day
of  August,  2007,  by and  between  Energroup  Holdings  Corporation,  a Nevada
corporation  (hereinafter  referred to as "Energroup  Nevada" or the  "Surviving
Corporation"),  and  Energroup  Technologies  Corporation,  a  Utah  corporation
(hereinafter referred to as "Energroup Utah").

                                   WITNESSETH:

                                        I
                                 Plan of Merger

     Pursuant  to these  Articles  of Merger,  it is  intended  and agreed  that
effective  on [August 20],  2007  Energroup  Utah will be merged into  Energroup
Nevada  solely for the  purpose of changing  the  domicile  of  Energroup  Utah.
Energroup Nevada shall be the Surviving  Corporation and each share of Energroup
Utah common stock  outstanding on the effective date of the merger (after giving
effect to the 1-for-7 reverse stock split of the issued and  outstanding  shares
of Energroup Utah) shall be converted into one share of Energroup  Nevada common
stock.  The  name of the  Surviving  Corporation  shall be  "Energroup  Holdings
Corporation." The terms,  conditions,  and  understandings of the merger are set
forth in the Plan of Merger between  Energroup  Nevada and Energroup Utah, dated
of even date herewith, a copy of which is attached hereto as Exhibit A.

                                       II
                     Certificate of Incorporation and Bylaws

     On the consummation of the merger, the articles of incorporation and bylaws
of Energroup  Nevada shall be the  articles of  incorporation  and bylaws of the
Surviving Corporation.

                                       III
              Authorized and Outstanding Shares of Energroup Nevada

     Energroup Nevada has authorized  10,000,000  shares of preferred stock, par
value $0.001,  none of which is outstanding,  and  100,000,000  shares of common
voting  stock,  $0.001  par  value,  1,000  shares  of  which  were  issued  and
outstanding on the record date. Each of the shares is entitled to one vote.

                                       IV
               Authorized and Outstanding Shares of Energroup Utah

     Energroup Utah has authorized  50,000,000 shares of common stock, par value
$0.001,  of which 13,497,421 shares were issued and outstanding on July 9, 2007,
the record  date.  Each of the shares is  entitled  to one vote.

                                       V
           Approval by Directors and Shareholders of Energroup Nevada

     The board of directors of Energroup Nevada has approved the adoption of the
Plan of Merger  and the  performance  of its terms.  All 1,000  shares of common
stock of  Energroup  Nevada  were  voted in favor of  entering  into the Plan of
Merger  with no shares of common  stock of  Energroup  Nevada  dissenting.  Such
shares were voted  individually and not as a class. The shares voted in favor of
the Plan of Merger  represented all issued and  outstanding  shares of Energroup
Nevada and the Plan of Merger was duly approved by the shareholders of Energroup
Nevada.


                                       1



                                       VI
             Approval by Directors and Shareholder of Energroup Utah

     The board of directors of Energroup  Utah approved the adoption of the Plan
of Merger and the performance of its terms.  Of the 13,497,421  shares of common
stock of  Energroup  Utah issued and  outstanding  on the record date of July 9,
2007, at a Special  Meeting of Shareholders  held August 14, 2007,  [_______] of
such shares were voted in favor of entering into the Plan of Merger.  The shares
voted in favor of the Plan of Merger  represented a majority of the total issued
and  outstanding  shares of  Energroup  Utah on the record  date and the Plan of
Merger was duly approved by the Energroup Utah shareholders.

                                       VII
                        Undertakings of Energroup Nevada

     Energroup Nevada agrees that it will comply with the provisions of the Utah
Revised Business  Corporation Act with respect to foreign  corporations if it is
to transact  business in Utah,  and hereby agrees with the Secretary of State of
Utah as follows:

          (1)  Energroup  Nevada  may be  served  with  process  in  Utah in any
          proceeding for the enforcement of any obligation of Energroup Utah and
          in any  proceeding  for the  enforcement of the rights of a dissenting
          shareholder   of  Energroup   Utah   against  the   surviving  or  new
          corporation.

          (2)  Energroup  Nevada  authorizes   service  of  process  on  it,  in
          connection with any such  proceeding,  by registered or certified mail
          return receipt  requested,  to the address of its principal  office at
          12890 Hilltop Road, Argyle,  Texas 76226, or as last changed by notice
          delivered to the division for filing

          (3) Energroup Nevada shall promptly pay to the dissenting shareholders
          of Energroup Utah the amount,  if any, to which they shall be entitled
          under the provisions of the Utah Revised Business Corporation Act with
          respect to the rights of dissenting shareholders.

     IN  WITNESS  WHEREOF,  the  undersigned   corporations,   acting  by  their
respective  presidents,  have executed  these  Articles of Merger as of the date
first above written.

                 Energroup Nevada:Energroup Holdings Corporation
                                           A Nevada Corporation

                                           By______________________________
                                           Timothy P. Halter, President

                 Energroup Utah:  Energroup Technologies Corporation
                                           A Utah corporation

                                           By______________________________
                                           Timothy P. Halter, President


                                       2






                                                                       Exhibit A
                                 PLAN OF MERGER

     THIS PLAN OF MERGER,  dated as of August  [___],  2007, is made and entered
into by and  between  Energroup  Technologies  Corporation,  a Utah  corporation
("Energroup-Utah"),  and Energroup  Holdings  Corporation,  a Nevada corporation
("Energroup-Nevada").  Energroup-Nevada is sometimes  hereinafter referred to as
the  "Surviving  Corporation",   and  Energroup-Nevada  and  Energroup-Utah  are
sometimes   hereinafter   collectively   referred   to   as   the   "Constituent
Corporations."

                                   WITNESSETH

     WHEREAS,  Energroup-Utah is a corporation duly organized and existing under
the laws of the state of Utah, having an authorized capital of 50,000,000 shares
of common  stock,  par value $0.001 (the "Common Stock of  Energroup-Utah"),  of
which  13,497,421  shares are issued and outstanding and of which  approximately
1,928,203  shares  will be  outstanding  following  implementation  of a 1-for-7
reverse  stock split of  Energroup-Utah's  issued and  outstanding  shares to be
effective immediately prior to the Merger; and

     WHEREAS,  Energroup-Nevada  is a  corporation  duly  organized and existing
under  the  laws of the  state  of  Nevada,  having  an  authorized  capital  of
10,000,000  shares  of  preferred  stock,  par  value  $0.001,  none of which is
outstanding,  and  100,000,000  shares of common  stock,  par value  $0.001 (the
"Common  Stock of  Energroup-Nevada"),  of which  1,000  shares  are  issued and
outstanding as of the date hereof; and

     WHEREAS,  Energroup-Nevada  was formed by  Energroup-Utah  for the  express
purpose of changing the state of  incorporation of  Energroup-Utah  from Utah to
Nevada and, in  connection  therewith,  changing the name of  Energroup-Utah  to
Energroup Holdings Corporation; and

     WHEREAS,   the  respective  boards  of  directors  of  Energroup-Utah   and
Energroup-Nevada  have each duly  approved  this  Plan of  Merger  (the  "Plan")
providing for the merger of Energroup-Utah  with and into  Energroup-Nevada  and
the conversion of each share of  Energroup-Utah  common stock outstanding on the
effective  date of the merger into one share of  Energroup-Nevada  common stock,
all as authorized by the statutes of Nevada and Utah; and

     WHEREAS,   Energroup-Utah  owns  all  the  issued  and  outstanding  voting
securities of Energroup-Nevada;

     NOW THEREFORE,  based on the foregoing premises and in consideration of the
mutual covenants and agreements herein contained, and for the purpose of setting
forth  the terms and  conditions  of said  merger  and the  manner  and basis of
causing the shares of Common Stock of Energroup-Utah to be converted into shares
of Common  Stock of  Energroup-Nevada  and such other  provisions  as are deemed
necessary  or  desirable,  the parties  hereto have agreed and do hereby  agree,
subject to the approval and adoption of this Plan by the  requisite  vote of the
stockholders  of each  Constituent  Corporation,  and subject to the  conditions
hereinafter set forth, as follows:

                                    Article I

                    Merger and Name of Surviving Corporation

     On the effective date of the merger,  Energroup-Nevada  and  Energroup-Utah
shall cease to exist separately and Energroup-Utah shall be merged with and into
Energroup-Nevada, which is hereby designated as the "Surviving Corporation," the
name of which on and after the effective  date of the merger shall be "Energroup
Holdings  Corporation,"  or such other name as may be available and to which the
parties may agree.



                                       1



                                   Article II

                         Terms and Conditions of Merger

     The terms and  conditions of the merger are (in addition to those set forth
elsewhere in this Plan) as follows:

     (a) On the effective date of the merger:

          (i)  Energroup-Utah  shall be merged into  Energroup-Nevada  to form a
          single  corporation  and  Energroup-Nevada  shall be and is designated
          herein as the Surviving Corporation;

          (ii) the separate existence of Energroup-Utah shall cease;

          (iii) the Surviving Corporation shall have all the rights, privileges,
          immunities,  and  powers  and  shall  be  subject  to all  duties  and
          liabilities of a corporation organized under the laws of Nevada; and

          (iv) the Surviving  Corporation shall thereupon and thereafter possess
          all the rights, privileges, immunities, and franchises, of a public as
          well as a private nature, of each of the Constituent Corporations; and
          all property,  real personal, and mixed, and all debts due of whatever
          account,  including  subscriptions to shares,  and all other choses in
          action, and all and every other interest, of or belonging to or due to
          each of the Constituent Corporations,  shall be taken and deemed to be
          transferred to and vested in the Surviving Corporation without further
          act or deed;  the title to any real estate,  or any interest  therein,
          vested in either constituent Corporation shall not revert or be in any
          way impaired by reason of the merger; the Surviving  Corporation shall
          thenceforth  be  responsible  and liable for all the  liabilities  and
          obligations  of  each  of  the  Constituent  Corporations;  any  claim
          existing or action or proceeding  pending by or against either of such
          Constituent  Corporations  may be  prosecuted as if the merger had not
          taken place, or the Surviving  Corporation may be substituted in place
          of either of the Constituent  Corporations;  and neither the rights of
          creditors  nor any liens on the property of either of the  Constituent
          Corporations shall be impaired by the merger.

     (b) The board of directors  of the  Surviving  Corporation  and the members
     thereof, shall be and consist of the sole director of Energroup-Nevada, who
     currently serves in such position. Such sole director currently serves as a
     director  of  Energroup-Utah  and was  appointed  as the sole  director  of
     Energroup-Nevada  in connection  with its  organization.  The sole director
     shall  serve  thereafter  in  accordance  with the bylaws of the  Surviving
     Corporation  and until his  respective  successor or successors  shall have
     been duly elected and qualified in accordance with such bylaws and the laws
     of the state of Nevada.

     (c) The officers of the Surviving  Corporation  shall be and consist of the
     officers of  Energroup-Nevada  who were  appointed by its sole  director in
     connection with the organization of  Energroup-Nevada.  Such officers shall
     serve thereafter in accordance with the bylaws of the Surviving Corporation
     and until  their  respective  successors  shall have been duly  elected and
     qualified  in  accordance  with  such  bylaws  and the laws of the state of
     Nevada.

     If on the effective date of the merger,  a vacancy shall exist in the board
of directors or in any of the offices of the Surviving Corporation, such vacancy
may be filled in the manner provided in the bylaws of the Surviving  Corporation
and the laws of the state of Nevada.



                                       2




                                   Article III

                      Manner and Basis of Converting Shares

     The  manner  and  basis  of  converting  the  shares  of  Common  Stock  of
Energroup-Utah into shares of the Common Stock of Energroup-Nevada, and the mode
of carrying the merger into effect are as follows:

(a) Each share of Common Stock of  Energroup-Utah  outstanding  on the effective
date of the merger shall,  without any action on the part of the holder thereof,
be  converted  into one fully paid and  nonassessable  share of Common  Stock of
Energroup-Nevada,  so that the approximately 1,928,203 shares of Common Stock of
Energroup-Utah outstanding following implementation of the 1-for-7 reverse stock
split are  converted  into an aggregate  of  approximately  1,928,203  shares of
Common   Stock  of   Energroup-Nevada,   which   shares  of   Common   Stock  of
Energroup-Nevada  shall  thereupon be duly and validly  issued and  outstanding,
fully paid, and nonassessable,  and shall not be liable to any further call, nor
shall the  holders  thereof  be liable for any  further  payments  with  respect
thereto.  After the effective date of the merger,  each holder of an outstanding
certificate  which  prior  thereto  represented  shares of the  Common  Stock of
Energroup-Utah  shall be  entitled  on  surrender  thereof to the  transfer  and
exchange  agent  of   Energroup-Nevada,   to  receive  in  exchange  therefor  a
certificate or  certificates  representing  the number of whole shares of Common
Stock  of   Energroup-Nevada   into  which  the   shares  of  Common   Stock  of
Energroup-Utah  so surrendered  shall have been converted as set forth above, in
such  denominations  and  registered  in such names as such holder may  request.
Until so surrendered,  each such  outstanding  certificate  which,  prior to the
effective  date  of the  merger,  represented  shares  of the  Common  Stock  of
Energroup-Utah  shall for all purposes  evidence the  ownership of the shares of
Common  Stock of  Energroup-Nevada  into  which  such  shares  shall  have  been
converted;  provided, that dividends or other distributions which are payable in
respect  to shares of Common  Stock of  Energroup-Nevada  into  which  shares of
Common Stock of  Energroup-Utah  shall have been converted shall be set aside by
Energroup-Nevada and shall not be paid to holders of certificates,  representing
such shares of Common Stock of Energroup-Utah until such certificates shall have
been  surrendered  in exchange for  certificates  representing  shares of Common
Stock of Energroup-Nevada,  and on such surrender,  holders of such shares shall
be entitled to receive such dividends or other distributions without interest.

(c) All shares of Common  Stock of  Energroup-Nevada  into  which  shares of the
Common  Stock of  Energroup-Utah  shall  have been  converted  pursuant  to this
Article III shall be issued in full satisfaction of all rights pertaining to the
shares of Common Stock of Energroup-Utah.

(d) If any certificate for shares of Common Stock of  Energroup-Nevada  is to be
issued  in a name  other  than  that in which  the  certificate  surrendered  in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered  shall be properly endorsed and otherwise in
proper form for transfer  and that the person  requesting  such  exchange pay to
Energroup-Nevada  or any agent  designated  by it any  transfer  or other  taxes
required by reason of the issuance of a  certificate  for shares of Common Stock
of  Energroup-Nevada in any name other than that of the registered holder of the
certificate surrendered,  or established to the satisfaction of Energroup-Nevada
or any agent designated by it that such tax has been paid or is not payable.

(e) The 1,000 shares of Common Stock of Energroup-Nevada  held by Energroup-Utah
shall be canceled and returned to the status of authorized and unissued shares.



                                       3




                                   Article IV

                      Articles of Incorporation and Bylaws

     1. The articles of incorporation of  Energroup-Nevada  shall, on the merger
becoming  effective,  be and constitute the certificate of  incorporation of the
Surviving Corporation unless and until amended in the manner provided by law.

     2. The bylaws of Energroup-Nevada  shall, on the merger becoming effective,
be and  constitute  the  bylaws of the  Surviving  Corporation  unless and until
amended in the manner provided by law.

                                    Article V

                     Other Provisions With Respect to Merger

     This Plan shall be submitted to the shareholders of each of the Constituent
Corporations  for their approval as provided by the laws of the states of Nevada
and Utah.  After the approval or adoption  thereof by the  shareholders  of each
Constituent  Corporation in accordance with the  requirements of the laws of the
states of Nevada and Utah, all required documents shall be executed,  filed, and
recorded in accordance with all requirements of the states of Nevada and Utah.

                                   Article VI

        Approval and Effective Date of the Merger; Miscellaneous Matters

     1. The merger shall become  effective on [August 20],  2007,  following the
1-for-7 reverse stock split of the issued and outstanding shares of common stock
of Energroup-Utah, subject to completion of all of the following actions:

(a) This Plan shall have been authorized, adopted, and approved on behalf of the
Constituent Corporations in accordance with the laws of the states of Nevada and
Utah; and

(b)  Articles  of  Merger  (with  this  Plan  attached  as part  thereof),  or a
Certificate  of Merger setting forth the  information  required by, and executed
and  certified in  accordance  with,  the laws of the states of Nevada and Utah,
shall be filed in the appropriate  offices of the states of Nevada and Utah, and
such states shall have issued certificates of merger reflecting such filing.

     2. If at any time the Surviving  Corporation  shall deem or be advised that
any further grants, assignments,  confirmations,  or assurances are necessary or
desirable to vest,  perfect, or confirm title in the Surviving  Corporation,  of
record or  otherwise,  to any  property of  Energroup-Utah  or  Energroup-Nevada
acquired or to be acquired by or as a result of the  merger,  the  officers  and
directors  of  Energroup-Utah  or  Energroup-Nevada  or any  of  them  shall  be
severally  and fully  authorized  to execute and deliver any and all such deeds,
assignments,  confirmations,  and assurances  and to do all things  necessary or
proper so as to best prove,  confirm,  and ratify title to such  property in the
Surviving  Corporation and otherwise carry out the purpose of the merger and the
terms of this Plan.

     3. For the  convenience  of the  parties and to  facilitate  the filing and
recording of this Plan, any number of counterparts  hereof may be executed,  and
each such counterpart shall be deemed to be an original  instrument and all such
counterparts together shall be considered one instrument.


                                       4



     4. This Plan shall be  governed by and  construed  in  accordance  with the
applicable laws of the states of Nevada and Utah.

     5. This Plan cannot be altered or amended except  pursuant to an instrument
in writing signed on behalf of the parties hereto.

     IN WITNESS WHEREOF,  each  Constituent  Corporation has caused this Plan of
Merger to be executed, all as of the date first above written.

                          Energroup Technologies Corporation
                          A Utah corporation


                          By____________________________
                            Timothy P. Halter, President

                          Energroup Holdings Corporation
                          A Nevada corporation


                          By____________________________
                            Timothy P. Halter, President




                                       5





    Appendix C to Information Statement of Energroup Technologies Corporation

                            ARTICLES OF INCORPORATION
                                       OF
                         ENERGROUP HOLDINGS CORPORATION

     THE  UNDERSIGNED,  for  the  purpose  of  forming  a  corporation  for  the
transaction  of  business  and the  promotion  and  conduct of the  objects  and
purposes  hereinafter  stated,  under  the  provisions  of  and  subject  to the
requirements  of the laws of the State of  Nevada,  does  make,  record and file
these Articles of Incorporation, in writing, and he does hereby certify:

                                    ARTICLE I
                                      NAME

     The name of this Corporation shall be: Energroup Holdings Corporation.

                                   ARTICLE II
                                     PURPOSE

     The  purpose  for which  said  Corporation  is formed and the nature of the
objects  proposed to be transacted  and carried on by it is to engage in any and
all lawful activity, as provided by the laws of the State of Nevada.

                                   ARTICLE III
                                  CAPITAL STOCK

     The total  number  of shares of all  classes  of  capital  stock  which the
Company shall have authority to issue is 110,000,000  shares ("Capital  Stock").
The classes and the  aggregate  number of shares of each class of Capital  Stock
that the Company shall have authority to issue are as follows:  (a)  100,000,000
shares of common stock, $0.001 par value ("Common Stock"); and 10,000,000 shares
of  preferred  stock,  $0.001  par  value  ("Preferred  Stock").  The  shares of
Preferred Stock may be issued from time to time in one or more classes or series
as may from  time to time be  determined  by the board of  directors.  Each such
class or series shall be distinctly  designated.  All shares of any one class or
series of the Preferred  Stock shall be alike in every  particular,  except that
there may be different  dates from which  dividends  thereon,  if any,  shall be
cumulative, if made cumulative.  The voting powers,  designations,  preferences,
limitations,  restrictions and relative rights thereof,  if any, may differ from
those  of any and all  other  series  at any  time  outstanding.  The  board  of
directors of this  Corporation is hereby expressly  granted  authority to fix by
resolution  or  resolutions  adopted prior to the issuance of any shares of each
particular  class or series of  Preferred  Stock,  the number of shares,  voting
powers, designations, preferences, limitations, restrictions and relative rights
of each such class or series.


                                       1



                                   ARTICLE IV
                                GOVERNING BOARD

     The members of the governing  board of the  Corporation  shall known as the
board of directors.  The number of directors  comprising  the board of directors
shall be not less than one (1) nor more than nine (9) as determined from time to
time in the manner provided in the bylaws of the Corporation.  The initial board
of directors  shall  consist of one member.  The name and address of the initial
director of the Corporation is as follows:

                Name                                   Address
                Timothy P. Halter                      12890 Hilltop Road
                                                       Argyle,  Texas 76226

                                   ARTICLE V
                                  INCORPORATOR

     The  name  and  address  of the  incorporator  signing  these  Articles  of
Incorporation, who is over the age of eighteen (18) years, is as follows:

                Name                                   Address
                Timothy P. Halter                      12890 Hilltop Road
                                                       Argyle, Texas 76226

                                   ARTICLE VI
                                 RESIDENT AGENT

     The name and address of the  Corporation's  Resident  Agent in the State of
Nevada is as follows:

                Name                                   Address
                The Corporation  Trust Company         6100 Neil Road, Suite 500
                of Nevada                              Reno, Nevada 89511


                                   ARTICLE VII

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The  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,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact  that such  person is or was a  director  or  officer  of the
Corporation,  or who is or was  serving at the request of the  Corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection with the action, suit or proceeding,  to the full extent permitted
by the Nevada  Revised  Statutes as such  statutes  may be amended  from time to
time.



                                       2



                                  ARTICLE VIII
                             LIMITATION ON LIABILITY

     No director or officer of the Corporation shall be personally liable to the
Corporation or any of its  stockholders for damages for breach of fiduciary duty
as a director or officer; provided,  however, that the foregoing provision shall
not  eliminate  or limit the  liability of a director or officer (i) for acts or
omissions which involve  intentional  misconduct,  fraud or knowing violation of
law, or (ii) the payment of  dividends  in  violation  of Section  78.300 of the
Nevada Revised Statutes.  Any repeal or modification of this Article VIII by the
stockholders  of the  Corporation  shall be  prospective  only,  and  shall  not
adversely  affect any  limitation  of the  personal  liability  of a director or
officer  of the  Corporation  for  acts or  omissions  prior to such  repeal  or
modification.

                                   ARTICLE IX
                       ACQUISITION OF CONTROLLING INTEREST

     The  Corporation  elects not to be governed by the terms and  provisions of
Sections 78.378 through 78.3793,  inclusive,  of the Nevada Revised Statutes, as
the same may be  amended,  superseded,  or replaced  by any  successor  section,
statute, or provision. No amendment to these Articles of Incorporation, directly
or indirectly,  by merger or  consolidation  or otherwise,  having the effect of
amending or repealing any of the provisions of this paragraph  shall apply to or
have any  effect on any  transaction  involving  acquisition  of  control by any
person or any transaction with an interested stockholder occurring prior to such
amendment or repeal.

                                    ARTICLE X
                    COMBINATIONS WITH INTERESTED STOCKHOLDERS

     The  Corporation  elects not to be governed by the terms and  provisions of
Sections 78.411 through 78.444,  inclusive,  of the Nevada Revised Statutes,  as
the same may be  amended,  superseded,  or replaced  by any  successor  section,
statute, or provision.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 28th day of
June 2007.

                                                          /s/ Timothy P. Halter
                                                          ---------------------
                                                              Timothy P. Halter


                                       3






                                     BYLAWS

                                       OF

                         ENERGROUP HOLDINGS CORPORATION





                                       1






                                TABLE OF CONTENTS




ARTICLE I

         OFFICES
         Section 1.  Registered Office.........................................1
         Section 2.  Other Offices.............................................1

ARTICLE II

         STOCKHOLDERS
         Section 1.  Place of Meetings.........................................1
         Section 2.  Annual Meeting............................................1
         Section 3.  List of Stockholders......................................1
         Section 4.  Special Meetings..........................................1
         Section 5.  Notice....................................................1
         Section 6.  Quorum....................................................2
         Section 7.  Voting....................................................2
         Section 8.  Method of Voting..........................................2
         Section 9.  Record Date...............................................2
         Section 10.  Action by Consent........................................2

ARTICLE III

         BOARD OF DIRECTORS
         Section 1.  Management................................................3
         Section 2.  Qualification; Election; Term.............................3
         Section 3.  Number; Election; Term; Qualification.....................3
         Section 4.  Removal...................................................3
         Section 5.  Vacancies.................................................3
         Section 6.  Place of Meetings.........................................3
         Section 7.  Annual Meeting............................................3
         Section 8.  Regular Meetings..........................................3
         Section 9.  Special Meetings..........................................3
         Section 10.  Quorum...................................................4
         Section 11.  Interested Directors.....................................4
         Section 12.  Action by Consent........................................4
         Section 13.  Compensation of Directors................................4

ARTICLE IV

         COMMITTEES
         Section 1.  Designation...............................................4
         Section 2.  Number; Qualification; Term...............................4
         Section 3.  Authority.................................................4
         Section 4.  Change in Number..........................................5
         Section 5.  Removal...................................................5
         Section 6.  Vacancies.................................................5
         Section 7.  Meetings..................................................5
         Section 8.  Quorum; Majority Vote.....................................5
         Section 9.  Compensation..............................................5
         Section 10.  Committee Charters.......................................5

ARTICLE V

         NOTICE
         Section 1.  Form of Notice............................................6
         Section 2.  Waiver....................................................6

ARTICLE VI

         OFFICERS AND AGENTS
         Section 1.  In General................................................6
         Section 2.  Election..................................................6
         Section 3.  Other Officers and Agents.................................6
         Section 4.  Compensation..............................................6
         Section 5.  Term of Office and Removal................................6
         Section 6.  Employment and Other Contracts............................6
         Section 7.  Chairman of the Board of Directors........................7
         Section 8.  President.................................................7
         Section 9.  Vice Presidents...........................................7
         Section 10.  Secretary................................................7





         Section 11.  Assistant Secretaries....................................7
         Section 12.  Treasurer................................................7
         Section 13.  Assistant Treasurers.....................................7
         Section 14.  Bonding..................................................7

ARTICLE VII

         CERTIFICATES REPRESENTING SHARES
         Section 1.  Form of Certificates......................................8
         Section 2.  Lost Certificates.........................................8
         Section 3.  Transfer of Shares........................................8
         Section 4.  Registration of Transfer..................................8
         Section 5.  Registered Stockholders...................................9
         Section 6.  Denial of Preemptive Rights...............................9

ARTICLE VIII

         GENERAL PROVISIONS
         Section 1.  Dividends.................................................9
         Section 2.  Reserves..................................................9
         Section 3.  Telephone and Similar Meetings............................9
         Section 4.  Books and Records.........................................9
         Section 5.  Fiscal Year...............................................9
         Section 6.  Seal......................................................9
         Section 7.  Advances of Expenses......................................9
         Section 8.  Indemnification..........................................10
         Section 9.  Employee Benefit Plans...................................10
         Section 10.  Insurance...............................................10
         Section 11.  Resignation.............................................10
         Section 12.  Amendment of Bylaws.....................................10
         Section 13.  Construction............................................10
         Section 14.  Relation to the Articles of Incorporation...............10



                                       ii



                                     BYLAWS

                                       OF

                         ENERGROUP HOLDINGS CORPORATION

                                    ARTICLE I

                                     OFFICES

     Section 1.
     Registered Office.
     The  registered   office  and  registered   agent  of  Energroup   Holdings
Corporation  (the  "Corporation")  will be as from time to time set forth in the
Corporation's  Articles of  Incorporation  or in any certificate  filed with the
Secretary of State of the State of Nevada,  and the appropriate  county Recorder
or Recorders, as the case may be, to amend such information.

     Section 2.
     Other Offices.
     The  Corporation may also have offices at such other places both within and
without  the State of Nevada  as the  Board of  Directors  may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1.
     Place of Meetings.
     All meetings of the stockholders for the election of Directors will be held
at such place,  within or without the State of Nevada, as may be fixed from time
to time by the  Board of  Directors.  Meetings  of  stockholders  for any  other
purpose  may be held at such  time and  place,  within or  without  the State of
Nevada,  as may be stated in the  notice of the  meeting  or in a duly  executed
waiver of notice thereof.

     Section 2.
     Annual Meeting.
     An annual meeting of the  stockholders  will be held at such time as may be
determined by the Board of Directors,  at which  meeting the  stockholders  will
elect a Board of Directors,  and transact such other business as may properly be
brought before the meeting.

     Section 3.
     List of Stockholders.
     At least ten days before each meeting of  stockholders,  a complete list of
the  stockholders  entitled to vote at said  meeting,  arranged in  alphabetical
order,  with the address of and the number of voting  shares  registered  in the
name of each,  will be  prepared by the  officer or agent  having  charge of the
stock  transfer  books.  Such  list  will  be  open  to the  examination  of any
stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten days prior to the meeting,  at the principal
place of business of the  Corporation.  Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof,  and will be
subject to the inspection of any stockholder who may be present.

     Section 4.
     Special Meetings.
     Special meetings of the stockholders,  for any purpose or purposes,  unless
otherwise  prescribed by law, the Articles of Incorporation or these Bylaws, may
be called by the Chairman of the Board, the President or the Board of Directors,
or will be called by the President or Secretary at the request in writing of the
holders of not less than 30% of all the shares issued,  outstanding and entitled
to vote.  Such  request  will state the  purpose  or  purposes  of the  proposed
meeting.  Business  transacted  at all special  meetings will be confined to the
purposes stated in the notice of the meeting unless all stockholders entitled to
vote are present and consent.

     Section 5.
     Notice.
     Written or printed notice stating the place, day and hour of any meeting of
the stockholders and, in case of a special meeting,  the purpose or purposes for
which the meeting is called,  will be delivered  not less than ten nor more than
sixty days before the date of the meeting,  either  personally or by mail, by or
at the direction of the Chairman of the Board, the President,  the Secretary, or
the  officer  or person  calling  the  meeting,  to each  stockholder  of record
entitled  to vote at the  meeting.  If mailed,  such notice will 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.






     Section 6.
     Quorum.
     At all meetings of the stockholders,  the presence in person or by proxy of
the holders of a majority of the shares issued and  outstanding  and entitled to
vote on that matter will be necessary and  sufficient to constitute a quorum for
the transaction of business except as otherwise provided by law, the Articles of
Incorporation  or these  Bylaws.  If,  however,  such  quorum is not  present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote  thereat,  present in person or  represented  by proxy,  will have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. If the adjournment is for
more than 30 days,  or if after the  adjournment  a new record date is fixed for
the adjourned  meeting,  a notice of the adjourned meeting will be given to each
stockholder of record entitled to vote at the meeting. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally notified.

     Section 7.
     Voting.
     When a quorum is present at any meeting of the Corporation's  stockholders,
the vote of the  holders  of a majority  of the  shares  present in person or by
proxy entitled to vote on, and voted for or against,  any matter will decide any
questions brought before such meeting, unless the question is one upon which, by
express  provision of law,  the Articles of  Incorporation  or these  Bylaws,  a
different vote is required, in which case such express provision will govern and
control the decision of such question.  The stockholders present in person or by
proxy at a duly  organized  meeting  may  continue to  transact  business  until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

     Section 8.
     Method of Voting.
     Each outstanding  share of the Corporation's  capital stock,  regardless of
class or series, will be entitled to one vote on each matter submitted to a vote
at a meeting of stockholders, except to the extent that the voting rights of the
shares  of any  class or  series  are  limited  or  denied  by the  Articles  of
Incorporation, as amended from time to time. At any meeting of the stockholders,
every  stockholder  having the right to vote will be entitled to vote in person,
or by proxy appointed by an instrument in writing subscribed by such stockholder
and bearing a date not more than three years prior to such meeting,  unless such
instrument provides for a longer period. A telegram, telex, cablegram or similar
transmission by the stockholder,  or a photographic,  photostatic,  facsimile or
similar reproduction of a writing executed by the stockholder,  shall be treated
as an execution in writing for purposes of the  preceding  sentence.  Each proxy
will be revocable  unless  expressly  provided therein to be irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest  in the  Corporation  generally.  Such  proxy  will be  filed  with the
Secretary of the Corporation  prior to or at the time of the meeting.  Voting on
any question or in any election,  other than for directors, may be by voice vote
or show of  hands  unless  the  presiding  officer  orders,  or any  stockholder
demands, that voting be by written ballot.

     Section 9.
     Record Date.
     The Board of Directors  may fix in advance a record date for the purpose of
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders,  which  record  date  will not  precede  the date  upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  record  date will not be less than ten nor more than  sixty days prior to
such meeting. In the absence of any action by the Board of Directors,  the close
of business on the date next preceding the day on which the notice is given will
be the record  date,  or, if notice is waived,  the close of business on the day
next preceding the day on which the meeting is held will be the record date.

     Section 10.
     Action by Consent.
     Except as prohibited  by law, any action  required or permitted by law, the
Articles  of  Incorporation  or these  Bylaws  to be taken at a  meeting  of the
stockholders  of the  Corporation may be taken without a meeting if a consent or
consents in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be  necessary  to authorize or take such action at a meeting at which all shares
entitled to vote  thereon  were  present and voted and will be  delivered to the
Corporation by delivery to its registered office in Nevada,  its principal place
of  business  or an officer or agent of the  Corporation  having  custody of the
minute book.


                                       2



                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.
     Management.
     The business and affairs of the Corporation will be managed by or under the
direction  of its Board of  Directors  who may  exercise  all such powers of the
Corporation  and do all such  lawful  acts and things as are not by law,  by the
Articles  of  Incorporation  or by  these  Bylaws  directed  or  required  to be
exercised or done by the stockholders.

     Section 2.
     Qualification; Election; Term.
     Each  Director  must be a natural  person at least 18 years of age. None of
the Directors  need be a  stockholder  of the  Corporation  or a resident of the
State of Nevada.  The Directors will be elected by written ballot,  by plurality
vote at the annual meeting of the stockholders,  except as hereinafter provided,
and each  Director  elected  will hold office until  whichever of the  following
occurs  first:  his successor is elected and  qualified,  his  resignation,  his
removal from office by the stockholders or his death.

     Section 3.
     Number; Election; Term; Qualification.
     The number of Directors which shall constitute the Board of Directors shall
be not less than one. The first Board of Directors  shall  consist of the number
of Directors named in the Articles of Incorporation.  Thereafter,  the number of
Directors  which  shall  constitute  the  entire  Board  of  Directors  shall be
determined by resolution of the Board of Directors at any meeting  thereof,  but
shall never be less than one. No decrease in the number of  Directors  will have
the effect of  shortening  the term of any  incumbent  Director.  At each annual
meeting of  stockholders,  Directors shall be elected to hold office until their
successors are elected and qualified or until their earlier resignation, removal
from office or death. No Director need be a stockholder, a resident of the State
of Nevada, or a citizen of the United States.

     Section 4.
     Removal.
     Any  Director  may be removed  either for or without  cause at any  special
meeting of stockholders by the affirmative vote of the stockholders representing
not less than two-thirds of the voting power of the issued and outstanding stock
entitled to vote for the  election of such  Director;  provided,  that notice of
intention  to act upon such  matter has been given in the  notice  calling  such
meeting.

     Section 5.
     Vacancies.
     Newly created  directorships  resulting from any increase in the authorized
number of Directors and any vacancies occurring in the Board of Directors caused
by death,  resignation,  retirement,  disqualification or removal from office of
any  Directors  or  otherwise,  may be filled by the vote of a  majority  of the
Directors  then  in  office,  though  less  than a  quorum,  or a  successor  or
successors  may be chosen at a special  meeting of the  stockholders  called for
that  purpose.  A  Director  elected to fill a vacancy  will be elected  for the
unexpired term of his  predecessor in office or until whichever of the following
occurs  first:  his successor is elected and  qualified,  his  resignation,  his
removal from office by the stockholders or his death.

     Section 6.
     Place of Meetings.
     Meetings of the Board of Directors, regular or special, may be held at such
place within or without the State of Nevada as may be fixed from time to time by
the Board of Directors.

     Section 7.
     Annual Meeting.
     The first  meeting of each newly  elected  Board of Directors  will be held
without further notice immediately  following the annual meeting of stockholders
and at the same place,  unless by unanimous consent,  the Directors then elected
and serving change such time or place.

     Section 8.
     Regular Meetings.
     Regular  meetings  of the Board of  Directors  may be held with or  without
notice  and at such  time  and  place  as is from  time  to time  determined  by
resolution of the Board of Directors.

     Section 9.
     Special Meetings.
     Special meetings of the Board of Directors may be called by the Chairman of
the Board or the  President on oral or written  notice to each  Director,  given
either  personally,  by telephone,  by facsimile or by mail,  delivered not less
than  twenty-four  hours in advance of the  meeting;  special  meetings  will be
called by the  Chairman of the Board,  President or Secretary in like manner and
on like notice on the written  request of at least two Directors.  Except as may
be otherwise  expressly  provided by law, the Articles of Incorporation or these
Bylaws,  neither  the  business  to be  transacted  at, nor the  purpose of, any
special meeting need be specified in a notice or waiver of notice.


                                       3



     Section 10.
     Quorum.
     At all meetings of the Board of Directors the presence of a majority of the
number  of  Directors  then  in  office  will be  necessary  and  sufficient  to
constitute a quorum for the transaction of business, and the affirmative vote of
at least a majority of the Directors  present at any meeting at which there is a
quorum  will be the act of the Board of  Directors,  except as may be  otherwise
specifically  provided by law, the Articles of Incorporation or these Bylaws. If
a quorum is not present at any meeting of the Board of Directors,  the Directors
present  thereat may adjourn the meeting from time to time without  notice other
than announcement at the meeting, until a quorum is present.

     Section 11.
     Interested Directors.
     No contract or transaction  between the  Corporation and one or more of its
Directors or officers,  or between the  Corporation  and any other  corporation,
partnership,  association  or other  organization  in  which  one or more of the
Corporation's  Directors  or  officers  are  directors  or  officers  or  have a
financial  interest,  will be void or voidable  solely for this  reason,  solely
because the Director or officer is present at or  participates in the meeting of
the Board of  Directors or committee  thereof  that  authorizes  the contract or
transaction,  or solely because his or their votes are counted for such purpose,
if: (i) the  material  facts as to his  relationship  or interest  and as to the
contract or transaction  are disclosed or are known to the Board of Directors or
the committee,  and the Board of Directors or committee in good faith authorizes
the  contract  or  transaction  by the  affirmative  vote of a  majority  of the
disinterested Directors,  even though the disinterested Directors be less than a
quorum, (ii) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the  stockholders  or (iii) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or ratified
by the Board of Directors,  a committee thereof or the  stockholders.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee that authorizes the contract
or transaction.

     Section 12.
     Action by Consent.
     Any action required or permitted to be taken at any meeting of the Board of
Directors or any committee of the Board of Directors may be taken without such a
meeting if a consent or consents in writing,  setting forth the action so taken,
is signed by all the members of the Board of Directors or such committee, as the
case may be.

     Section 13.
     Compensation of Directors.
     Directors   will  receive  such   compensation   for  their   services  and
reimbursement for their expenses as the Board of Directors,  by resolution,  may
establish;  provided that nothing herein contained will be construed to preclude
any Director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.

                                   ARTICLE IV.

                                   COMMITTEES

     Section 1.
     Designation.
     The Board of  Directors  may,  by  resolution  adopted by a majority of the
whole Board,  designate from among its members an executive committee and one or
more such other committees as it may determine necessary.

     Section 2.
     Number; Qualification; Term.
     The executive  committee and any other designated  committees shall consist
of two or more Directors, not less than a majority of whom in each case shall be
Directors who are not officers or employees of the  Corporation.  The committees
shall serve at the pleasure of the Board of Directors.

     Section 3.
     Authority.
     Each committee,  to the extent provided in such resolution,  shall have and
may exercise all of the authority of the Board of Directors in the management of
the business and affairs of the Corporation, except in the following matters and
except  where action of the full Board of Directors is required by statute or by
the Articles of Incorporation:

          (a)  Amending the Articles of Incorporation;

          (b)  Amending,  altering or repealing the Bylaws of the Corporation or
               adopting new Bylaws;


                                       4



          (c)  Approving and/or recommending or submitting to stockholders:

               merger

               consolidation

               sale, lease (as lessor),  exchange or other disposition of all or
                    substantially   all  the   property   and   assets   of  the
                    Corporation;

               dissolution;

          (d)  Filling   vacancies  in  the  Board  of  Directors  or  any  such
               committee;

          (e)  Electing or removing  officers of the  Corporation  or members of
               any such committee;

          (f)  Fixing  compensation  of any  person  who is a member of any such
               committee;

          (g)  Declaring dividends; and

          (h)  Altering or repealing any resolution of the Board of Directors.

          Section 4.
          Change in Number.
          The number of committee members may be increased or decreased (but not
     below two) from time to time by  resolution  adopted  by a majority  of the
     whole Board of Directors.

          Section 5.
          Removal.
          Any  committee  member may be removed by the Board of Directors by the
     affirmative vote of a majority of the whole Board, whenever in its judgment
     the best interests of the Corporation will be served thereby.

          Section 6.
          Vacancies.
          A vacancy occurring in any committee (by death,  resignation,  removal
     or  otherwise)  may be  filled  by the  Board of  Directors  in the  manner
     provided for original designation in Section 1 of this Article.

          Section 7.
          Meetings.
          Time,  place and notice (if any) of all  committee  meetings  shall be
     determined by the respective  committee.  Unless otherwise  determined by a
     particular  committee,  meetings  of the  committees  may be  called by any
     Director of the Corporation on not less than 12 hours notice to each member
     of the committee,  either personally or by mail, telephone (including voice
     mail),  email or other  electronic  or other  delivery  means.  Neither the
     business to be  transacted  at, nor the  purpose  of, any  meeting  need be
     specified in a notice or waiver of notice of any meeting. (See also Section
     3 of Article VIII).

          Section 8.
          Quorum; Majority Vote.
          At  meetings  of any  committee,  a majority  of the number of members
     designated  by the Board of  Directors  shall  constitute  a quorum for the
     transaction  of business.  The act of a majority of the members  present at
     any meeting at which a quorum is present shall be the act of the committee,
     except as otherwise  specifically provided by statute or by the Articles of
     Incorporation  or by these Bylaws.  If a quorum is not present at a meeting
     of the committee,  the members present thereat may adjourn the meeting from
     time to time,  without  notice  other than an  announcement  at the meeting
     until a quorum is present.

          Section 9.
          Compensation.
          Compensation  of  committee  members  shall be fixed  pursuant  to the
     provisions of Section 14 of Article III of these bylaws.

          Section 10.
          Committee Charters.
          Any committee designated by the Board of Directors may adopt a charter
     governing any of the matters  covered by Sections 2 and 4 through 9 of this
     Article  and, to the extent  approved by the Board of  Directors,  any such
     charter  shall  supercede  the  provisions of Sections 2 and 4 through 9 of
     this Article.


                                       5



                                   ARTICLE V.

                                     NOTICE

          Section 1.
          Form of Notice.
          Whenever by law, the  Articles of  Incorporation  or of these  Bylaws,
     notice is to be given to any Director or  stockholder,  and no provision is
     made as to how such notice will be given,  such notice may be given: (i) in
     writing,   by  mail,  postage  prepaid,   addressed  to  such  Director  or
     stockholder  at such address as appears on the books of the  Corporation or
     (ii) in any other method permitted by law. Any notice required or permitted
     to be  given  by mail  will be  deemed  to be given at the time the same is
     deposited in the United States mail.

          Section 2.
          Waiver.
          Whenever  any notice is  required  to be given to any  stockholder  or
     Director  of  the   Corporation   as  required  by  law,  the  Articles  of
     Incorporation  or these Bylaws,  a waiver  thereof in writing signed by the
     person or persons entitled to such notice, whether before or after the time
     stated in such  notice,  will be  equivalent  to the giving of such notice.
     Attendance  of a  stockholder  or Director at a meeting  will  constitute a
     waiver of notice of such meeting, except where such stockholder or Director
     attends for the  express  purpose of  objecting,  at the  beginning  of the
     meeting,  to the transaction of any business on the ground that the meeting
     has not been lawfully called or convened.


                                  ARTICLE VI.

                               OFFICERS AND AGENTS

          Section 1.
          In General.
          The  officers  of the  Corporation  will be  elected  by the  Board of
     Directors and will be a President,  a Secretary and a Treasurer.  The Board
     of  Directors  may also elect a Chairman  of the  Board,  Vice  Presidents,
     Assistant Vice Presidents,  Assistant Secretaries and Assistant Treasurers.
     Any two or more offices may be held by the same person.

          Section 2.
          Election.
          The Board of Directors, at its first meeting after each annual meeting
     of stockholders,  will elect the officers, none of whom need be a member of
     the Board of Directors.

          Section 3.
          Other Officers and Agents.
          The Board of Directors may also elect and appoint such other  officers
     and agents as it deems  necessary,  who will be elected and  appointed  for
     such terms and will  exercise such powers and perform such duties as may be
     determined from time to time by the Board of Directors.

          Section 4.
          Compensation.
          The compensation of all officers and agents of the Corporation will be
     fixed by the Board of Directors or any committee of the Board of Directors,
     if so authorized by the Board of Directors.

          Section 5.
          Term of Office and Removal.
          Each officer of the Corporation  will hold office until his death, his
     resignation or removal from office,  or the election and  qualification  of
     his  successor,  whichever  occurs  first.  Any officer or agent elected or
     appointed  by the Board of  Directors  may be removed  at any time,  for or
     without cause, by the affirmative vote of a majority of the entire Board of
     Directors, but such removal will not prejudice the contract rights, if any,
     of the person so removed.  If the office of any officer  becomes vacant for
     any reason, the vacancy may be filled by the Board of Directors.

          Section 6.
          Employment and Other Contracts.
          The Board of Directors  may authorize any officer or officers or agent
     or agents to enter into any contract or execute and deliver any  instrument
     in the name or on  behalf of the  Corporation,  and such  authority  may be
     general or confined to specific instances. The Board of Directors may, when
     it believes the interest of the  Corporation  will best be served  thereby,
     authorize  executive  employment  contracts  that will have terms no longer
     than ten years and contain such other terms and  conditions as the Board of
     Directors deems appropriate. Nothing herein will limit the authority of the
     Board of Directors to authorize employment contracts for shorter terms.


                                       6



          Section 7.
          Chairman of the Board of Directors.
          If the Board of Directors has elected a Chairman of the Board, he will
     preside at all  meetings of the  stockholders  and the Board of  Directors.
     Except  where  by law the  signature  of the  President  is  required,  the
     Chairman   will  have  the  same  power  as  the   President  to  sign  all
     certificates,  contracts and other  instruments of the Corporation.  During
     the absence or disability of the President,  the Chairman will exercise the
     powers and perform the duties of the President.

          Section 8.
          President.
          The President will be the Chief  Executive  Officer of the Corporation
     and,  subject to the control of the Board of Directors,  will supervise and
     control all of the business and affairs of the Corporation. He will, in the
     absence of the  Chairman  of the  Board,  preside  at all  meetings  of the
     stockholders and the Board of Directors. The President will have all powers
     and perform all duties  incident to the office of  President  and will have
     such other  powers and perform  such other duties as the Board of Directors
     may from time to time prescribe.

          Section 9.
          Vice Presidents.
          Each Vice  President  will have the usual  and  customary  powers  and
     perform  the usual and  customary  duties  incident  to the  office of Vice
     President, and will have such other powers and perform such other duties as
     the  Board of  Directors  or any  committee  thereof  may from time to time
     prescribe or as the President may from time to time delegate to him. In the
     absence or disability  of the  President  and the Chairman of the Board,  a
     Vice President  designated by the Board of Directors,  or in the absence of
     such  designation  the Vice  Presidents in the order of their  seniority in
     office, will exercise the powers and perform the duties of the President.

          Section 10.
          Secretary.
          The Secretary will attend all meetings of the  stockholders and record
     all votes and the minutes of all  proceedings in a book to be kept for that
     purpose.  The Secretary will perform like duties for the Board of Directors
     and committees thereof when required.  The Secretary will give, or cause to
     be given,  notice of all meetings of the  stockholders and special meetings
     of the Board of Directors. The Secretary will keep in safe custody the seal
     of the  Corporation.  The Secretary  will be under the  supervision  of the
     President. The Secretary will have such other powers and perform such other
     duties as the Board of Directors may from time to time  prescribe or as the
     President may from time to time delegate to him.

          Section 11.
          Assistant Secretaries.
          The Assistant  Secretaries in the order of their  seniority in office,
     unless otherwise determined by the Board of Directors, will, in the absence
     or disability of the Secretary,  exercise the powers and perform the duties
     of the  Secretary.  They will have such other powers and perform such other
     duties as the Board of Directors may from time to time  prescribe or as the
     President may from time to time delegate to them.

          Section 12.
          Treasurer.
          The   Treasurer   will  have   responsibility   for  the  receipt  and
     disbursement  of all  corporate  funds and  securities,  will keep full and
     accurate accounts of such receipts and  disbursements,  and will deposit or
     cause to be deposited all moneys and other valuable effects in the name and
     to the credit of the Corporation in such  depositories as may be designated
     by the Board of  Directors.  The  Treasurer  will  render to the  Directors
     whenever  they may  require  it an  account of the  operating  results  and
     financial condition of the Corporation, and will have such other powers and
     perform such other  duties as the Board of Directors  may from time to time
     prescribe or as the President may from time to time delegate to him.

          Section 13.
          Assistant Treasurers.
          The Assistant  Treasurers  in the order of their  seniority in office,
     unless otherwise determined by the Board of Directors, will, in the absence
     or disability of the Treasurer,  exercise the powers and perform the duties
     of the  Treasurer.  They will have such other powers and perform such other
     duties as the Board of Directors may from time to time  prescribe or as the
     President may from time to time delegate to them.

          Section 14.
          Bonding.
          The Corporation may secure a bond to protect the Corporation from loss
     in the event of  defalcation  by any of the officers,  which bond may be in
     such form and amount  and with such  surety as the Board of  Directors  may
     deem appropriate.


                                       7




                                  ARTICLE VII.

                        CERTIFICATES REPRESENTING SHARES

          Section 1.
          Form of Certificates.
          Certificates,  in  such  form as may be  determined  by the  Board  of
     Directors,  representing  shares to which stockholders are entitled will be
     delivered to each  stockholder.  Such  certificates  will be  consecutively
     numbered and will be entered in the stock book of the  Corporation  as they
     are issued.  Each  certificate  will state on the face thereof the holder's
     name,  the number,  class of shares,  and the par value of such shares or a
     statement  that such shares are  without par value.  They will be signed by
     the  President  or a Vice  President  and  the  Secretary  or an  Assistant
     Secretary,  and  may be  sealed  with  the  seal  of the  Corporation  or a
     facsimile thereof. If any certificate is countersigned by a transfer agent,
     or an assistant  transfer  agent or  registered  by a registrar,  either of
     which is other than the Corporation or an employee of the Corporation,  the
     signatures of the  Corporation's  officers may be  facsimiles.  In case any
     officer or  officers  who have  signed,  or whose  facsimile  signature  or
     signatures have been used on such certificate or certificates, ceases to be
     such  officer or officers  of the  Corporation,  whether  because of death,
     resignation or otherwise, before such certificate or certificates have been
     delivered  by  the   Corporation  or  its  agents,   such   certificate  or
     certificates  may  nevertheless be adopted by the Corporation and be issued
     and  delivered as though the person or persons who signed such  certificate
     or certificates  or whose facsimile  signature or signatures have been used
     thereon had not ceased to be such officer or officers of the Corporation.

          Section 2.
          Lost Certificates.
          The Board of Directors may direct that a new  certificate be issued in
     place of any certificate  theretofore issued by the Corporation  alleged to
     have been lost or  destroyed,  upon the making of an affidavit of that fact
     by the  person  claiming  the  certificate  to be lost or  destroyed.  When
     authorizing such issue of a new certificate, the Board of Directors, in its
     discretion  and as a  condition  precedent  to the  issuance  thereof,  may
     require  the  owner of such  lost or  destroyed  certificate,  or his legal
     representative,  to  advertise  the same in such  manner as it may  require
     and/or to give the  Corporation a bond, in such form, in such sum, and with
     such  surety or sureties  as it may direct as  indemnity  against any claim
     that may be made against the  Corporation  with respect to the  certificate
     alleged to have been lost or destroyed.  When a certificate  has been lost,
     apparently destroyed or wrongfully taken, and the holder of record fails to
     notify the  Corporation  within a  reasonable  time  after such  holder has
     notice of it,  and the  Corporation  registers  a  transfer  of the  shares
     represented by the  certificate  before  receiving such  notification,  the
     holder of record is precluded from making any claim against the Corporation
     for the transfer of a new certificate.

          Section 3.
          Transfer of Shares.
          Shares  of  stock  will  be  transferable  only  on the  books  of the
     Corporation  by the  holder  thereof  in  person or by such  holder's  duly
     authorized  attorney.  Upon  surrender to the  Corporation  or the transfer
     agent of the Corporation of a certificate representing shares duly endorsed
     or accompanied by proper evidence of succession, assignment or authority to
     transfer,  it will be the duty of the  Corporation or the transfer agent of
     the Corporation to issue a new certificate to the person entitled  thereto,
     cancel the old certificate and record the transaction upon its books.

          Section 4.
          Registration of Transfer.
          The  Corporation  shall  register  the transfer of a  certificate  for
     shares presented to it for transfer if:

               (a)  Endorsement.  The  certificate  is properly  endorsed by the
               registered owner or by his duly authorized attorney; and

               (b) Guarantee and  Effectiveness  of Signature.  The signature of
               such person has been guaranteed by a national banking association
               or  member  of  the  New  York  Stock  Exchange,  and  reasonable
               assurance is given that such endorsements are effective; and

               (c) Adverse  Claims.  The corporation has no notice of an adverse
               claim or has  discharged  any duty to inquire  into such a claim;
               and

               (d)  Collection  of Taxes.  Any  applicable  law  relating to the
               collection of taxes has been complied with.


                                       8



          Section 5.
          Registered Stockholders.
          The Corporation  will be entitled to treat the holder of record of any
     share or shares of stock as the holder in fact  thereof  and,  accordingly,
     will not be bound to recognize  any equitable or other claim to or interest
     in such share or shares on the part of any other person,  whether or not it
     has express or other notice thereof, except as otherwise provided by law.

          Section 6.
          Denial of Preemptive Rights.
          No  stockholder  of the  Corporation  nor other  person shall have any
     preemptive rights whatsoever.

                                 ARTICLE VIII.

                               GENERAL PROVISIONS

          Section 1.
          Dividends.
          Dividends upon the outstanding  shares of the Corporation,  subject to
     the provisions of the Articles of Incorporation, if any, may be declared by
     the Board of Directors at any regular or special meeting.  Dividends may be
     declared and paid in cash,  in property,  or in shares of the  Corporation,
     subject to the  provisions  of the Nevada  Revised  Statutes,  as it may be
     amended from time to time, and the Articles of Incorporation.  The Board of
     Directors  may fix in advance a record date for the purpose of  determining
     stockholders entitled to receive payment of any dividend,  such record date
     to be not more than sixty days prior to the payment  date of such  dividend
     or the Board of  Directors  may close  the  stock  transfer  books for such
     purpose for a period of not more than sixty days prior to the payment  date
     of such  dividend.  In the absence of any action by the Board of Directors,
     the date upon which the Board of Directors adopts the resolution  declaring
     such dividend will be the record date.

          Section 2.
          Reserves.
          There may be created by  resolution  of the Board of Directors  out of
     the surplus of the  Corporation  such reserve or reserves as the  Directors
     from  time to  time,  in their  discretion,  deem  proper  to  provide  for
     contingencies,  or to  equalize  dividends,  or to repair or  maintain  any
     property of the Corporation, or for such other purpose as the Directors may
     deem beneficial to the Corporation, and the Directors may modify or abolish
     any such  reserve  in the  manner in which it was  created.  Surplus of the
     Corporation to the extent so reserved will not be available for the payment
     of dividends or other distributions by the Corporation.

          Section 3.
          Telephone and Similar Meetings.
          Stockholders,  Directors and committee  members may participate in and
     hold  meetings by means of conference  telephone or similar  communications
     equipment by which all persons  participating  in the meeting can hear each
     other.  Participation in such a meeting will constitute  presence in person
     at the meeting,  except where a person  participates in the meeting for the
     express  purpose of  objecting,  at the  beginning of the  meeting,  to the
     transaction  of any  business  on the ground  that the meeting has not been
     lawfully called or convened.

          Section 4.
          Books and Records.
          The  Corporation  will keep correct and complete  books and records of
     account and minutes of the  proceedings  of its  stockholders  and Board of
     Directors,  and will keep at its  registered  office or principal  place of
     business, or at the office of its transfer agent or registrar,  a record of
     its  stockholders,  giving the names and addresses of all  stockholders and
     the number and class of the shares held by each.

          Section 5.
          Fiscal Year.
          The fiscal year of the Corporation  will be fixed by resolution of the
     Board of Directors.


          Section 6.
          Seal.
          The  Corporation  may have a seal, and the seal may be used by causing
     it or a  facsimile  thereof to be  impressed  or affixed or  reproduced  or
     otherwise.  Any officer of the Corporation will have authority to affix the
     seal to any document requiring it.

          Section 7.
          Advances of Expenses.
          Expenses (including attorneys' fees) incurred by a Director or officer
     in defending any civil,  criminal,  administrative or investigative action,
     suit or proceeding  may be paid by the  Corporation in advance of the final
     disposition  of  such  action,  suit  or  proceeding  upon  receipt  of  an
     undertaking  by or on behalf of such  Director  or  officer  to repay  such
     amount  if it shall  ultimately  be  determined  that  such  person  is not
     entitled  to be  indemnified  by the  Corporation  as  authorized  in  this


                                       9


     Article.  Such  expenses  (including  attorneys'  fees)  incurred by former
     Directors  and officers or other  employees  and agents may be so paid upon
     such terms and conditions, if any, as the Corporation deems appropriate.

          Section 8.
          Indemnification.
          The  Corporation  will  indemnify its Directors to the fullest  extent
     permitted  by the Nevada  Revised  Statutes  and may,  if and to the extent
     authorized  by the Board of  Directors,  so indemnify  its officers and any
     other  person  whom  it has  the  power  to  indemnify  against  liability,
     reasonable expense or other matter whatsoever.

          Section 9.
          Employee Benefit Plans.
          For purposes of this Article,  the Corporation shall be deemed to have
     requested a Director or officer to serve as a trustee,  employee, agent, or
     similar functionary of an employee benefit plan whenever the performance by
     him of his duties to the  Corporation  also imposes  duties on or otherwise
     involves  services by him to the plan or participants or  beneficiaries  of
     the plan. Excise taxes assessed on a Director or officer with respect to an
     employee  benefit plan pursuant to applicable law are deemed fines.  Action
     taken or omitted  by a Director  or  officer  with  respect to an  employee
     benefit  plan in the  performance  of his duties  for a purpose  reasonably
     believed by him to be in the interest of the participants and beneficiaries
     of the plan is deemed to be for a purpose  which is not opposed to the best
     interests of the Corporation.

          Section 10.
          Insurance.
          The  Corporation  may at the  discretion  of the  Board  of  Directors
     purchase and maintain insurance on behalf of the Corporation and any person
     whom it has the  power  to  indemnify  pursuant  to law,  the  Articles  of
     Incorporation, these Bylaws or otherwise.

          Section 11.
          Resignation.
          Any Director,  officer or agent may resign by giving written notice to
     the President or the Secretary.  Such  resignation  will take effect at the
     time  specified  therein or  immediately  if no time is specified  therein.
     Unless otherwise specified therein, the acceptance of such resignation will
     not be necessary to make it effective.

          Section 12.
          Amendment of Bylaws.
          These  Bylaws may be altered,  amended,  or repealed at any meeting of
     the Board of  Directors  at which a quorum is present,  by the  affirmative
     vote of a majority of the Directors present at such meeting.

          Section 13.
          Construction.
          Whenever  the context so requires,  the  masculine  shall  include the
     feminine  and neuter,  and the  singular  shall  include  the  plural,  and
     conversely.

          If any portion of these Bylaws shall be invalid or inoperative,  then,
     so far as is reasonable and possible:

               (a)  The remainder of these Bylaws shall be considered  valid and
                    operative, and

               (b)  Effect  shall  be  given  to the  intent  manifested  by the
                    portion held invalid or inoperative.

          Section 14.
          Relation to the Articles of Incorporation.
          These  Bylaws  are  subject  to, and  governed  by,  the  Articles  of
     Incorporation of the Corporation.

Adopted: June __, 2007                        By Order of the Board of Directors


                                              ----------------------------------
                                              Timothy P. Halter, Secretary


                                       10




    Appendix D to Information Statement of Energroup Technologies Corporation


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           ENERGROUP TECHNOLOGIES INC.

     Pursuant  to the  provisions  of the Utah  Business  Corporation  Act,  the
undersigned  Corporation  hereby,  adopts the following Articles of Amendment to
its Articles of Incorporation.

                         The name of the Corporation is:

                          Energroup Technologies, Inc.

                                       II

     The following  amendments to the Articles of Incorporation  were adopted by
the Board of Directors of the Corporation:

         FIRST:   Article IV shall be amended as follows, to-wit:
         -----

Resolved,  to  effect a  reverse  split of the  issued  and  outstanding  voting
securities  of the  Corporation's  one mil  ($0.001) par value common stock (the
"Common Stock") on a basis of one for twenty (1:20), while retaining the current
authorized  capital and par value,  with  appropriate  adjustments in the stated
capital accounts and capital surplus account,  with all fractional  shares being
rounded up to the nearest whole share;  provided,  however, that no stockholder,
computed  on a per stock  certificate  of  record  basis on the  effective  date
hereof,  currently  owing 100 or more  shares  shall be reduced to less than 100
shares as a result of the reverse split and that no stockholder owning less than
100 shares,  on the per stock  certificate of record basis on the effective date
hereof,  shall be affected by the reverse split; such additional shares required
to provide the minimum of 100 shares  shall be conveyed to the  shareholders  by
the Company;  and provided,  further, the reverse split will become effective as
of September  30, 1999;  and that all shares  required for rounding be issued by
the  Company.  The  Company  will  issue  up  to  13,000  shares  to  cover  DTC
participants.

         SECOND:  Shareholder approval is not required.
         ------

IN WITNESS WHEREOF, Energroup Technologies,  Inc. has caused this Certificate to
be signed by James  Doolin the  company's  President.  This 1st day of  October,
1999.


                                             By: /S/ JAMES DOOLIN
                                                 ----------------
                                             James Doolin, President






                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                            GREAT LAKES FUNDING, INC.

     Pursuant to the provisions of Section 16-10-57, Utah Code Annotated (1953),
as  amended,  the  undersigned  corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:

     1.   The name of the corporation isGreat Lakes Funding, Inc.

     2.   The amendment adopted is as follows:

     (a.) ARTICLE I - NAME of the Articles of  Incorporation  is amended to read
as follows:

                            ARTICLE I - NAME

                           The name of this corporation is:
                           Energroup Technologies Corporation

     3.   The  date  of  the  adoption  of  the   foregoing   Amendment  by  the
          shareholders was January 8, 1986.

     4.   The number of shares  outstanding as of January 8, 1986 is Ten Million
          Four  Hundred  and  Seventy  Thousand  (10,470,000)  and the number of
          shares  entitled to vote on the  Amendment is Ten Million Four Hundred
          and Seventy  Thousand  (10,470,000).  All stock of the  corporation is
          entitled  to one (1) vote per share on each matter  coming  before any
          meeting of the shareholders.

     5.   The number of shares that voted for the  Amendment on January 8, 1986,
          was six million  thirty-four  thousand  (6,034,000)  and the number of
          shares voting against the Amendment was none (0).

     6.   The foregoing  Amendment,  by itself,  does not effect a change in the
          stated  capital of this  corporation.  However,  this  corporation  is
          causing  1 for 10  reverse  stock  split to  occur  January  15,  1986
          effective 12:01 a.m. which will decrease the number of then issued and
          outstanding  shares from  29,914,250 to 2,991,425.  Prior to recording
          this Amendment, stated capital was $29,914.25. On or about January 15,
          1986, stated capital shall be $2,991.43.

DATED this 8th day of January, 1986.


                                            GREAT LAKES FUNDING, INC.

                                            /s/ Barry A. Ellsworth


                                       1




                                            Barry A. Ellsworth

                                            /s/ Reed D. Newbold
                                            Reed D. Newbold


STATE OF UTAH                       )
                                    :  ss.
COUNTY OF SALT LAKE                 )

     On the 8th day of January,  1986,  personally  appeared  before me BARRY A.
ELLSWORTH and REED D. NEWBOLD,  who being by me duly sworn did say that they are
the President and Secretary of Great Lakes Funding,  Inc., the corporation  that
executed the above and foregoing instrument, and that said instrument was signed
in behalf of said  corporation  by  authority  of a  resolution  of its board of
directors  and  said  President  and  Secretary  acknowledged  to me  that  said
corporation executed the same.

                                            /s/ Karen J. Arthur
                                            -------------------
                                            NOTARY PUBLIC

My Commission Expires:                      Residing At:
July 7, 1988                                Salt Lake City, Utah
------------                                --------------------



                                       2



                            ARTICLES OF INCORPORATION

                                       OF

                            GREAT LAKES FUNDING, INC.

     We, the undersigned,  natural persons of the age of eighteen years or more,
acting as  incorporators  of a corporation  under the Utah Business  Corporation
Act, adopt the following Articles of Incorporation for such corporation:

                                ARTICLE I - NAME

     The name of this corporation is Great Lakes Funding, Inc.

                              ARTICLE II - DURATION

     The period of its duration is perpetual.

                             ARTICLE III - PURPOSES

     The  corporation  is primarily  organized for the purpose of  establishing,
acquiring,  merging with or into, or being  acquired by, a business in the field
of high  technology,  manufacturing  and  marketing,  and to transact any or all
lawful  business  for  which  corporations  may be  incorporated  under the Utah
Business  Corporation  Act and,  in aid  thereof,  the  corporation  shall  have
unlimited  power to engage in and to do any  lawful  act  concerning  any or all
business for which  corporations may be organized under the said Act,  including
but not limited to the following:
     (a) To enter into any lawful  arrangement for sharing  profits,  a union of
interests,   reciprocal   association  or  cooperative   association   with  any
corporation,  association, partnership, individual or other legal entity for the
carrying on of any business and to enter into any general or limited partnership
for the carrying on of any business;
     (b) To lease, sell,  exchange and trade real and personal property,  either
tangible or intangible;
     (c) To conduct business anywhere in the world;
     (d) To guarantee the obligations of others with or without consideration.

                               ARTICLE IV - STOCK

     The aggregate number of shares which the corporation shall be authorized to
issue is  50,000,000  shares of the par value of $0.001 per share.  All stock of
this  corporation  shall be of the same class,  common,  and shall have the same
rights and preferences. Fully paid stock of this corporation shall not be liable
to any call and non-assessable.


                                       1



                          ARTICLE V- PREEMPTIVE RIGHTS

     A shareholder  shall have no preemptive rights to acquire any securities of
this corporation.  ARTICLE VI - INITIAL CAPITALIZATION This corporation will not
commence  business until  considerations  of a balance of at least $1,000.00 has
been received for the issuance of shares.

                      ARTICLE VII - INTIAL OFFICE AND AGENT

     The address of this corporation's initial registered office and the name of
its  initial  registered  agent at such  address  is:

Name of Agent              Address of Registered Office
--------------            ------------------------------
Reed D. Newbold            1449 West 10400 South
                           South Jordan, Utah  84065

                            ARTICLE VIII - DIRECTORS

     The number of directors constituting the initial Board of Directors of this
corporation  is four.  The names and  addresses  of persons  who are to serve as
directors  until  the first  annual  meeting  of  stockholders,  or until  their
successors are elected and qualify, are:
         Name                               Address
         ----                               --------

         Reed D. Newbold                    1449 West 10400 South
                                            South Jordan, UT  84065

         Barry A. Ellsworth                 1801 Meadow Moor
                                            Salt Lake City, UT  84117

         Tanya B. Parson                    50 West Broadway, 11th Floor
                                            Salt Lake City, UT  84101

         Sidney Seftel                      8501 Kings Hill Drive
                                            Salt Lake City, UT  84121

     The number of  directors  may be changed  from time to time by amendment of
the By-Laws,  but here shall be not more than 25 nor less than three  directors.


                           ARTICLE IX - INCORPORATORS

The name and address of each  incorporator  is:


                                       2



         Name                               Address
         ----                               -------

         Barry A. Ellsworth                 1801 Meadow Moor
                                            Salt Lake City, UT  84117

         Karen J. Arthur                    2124 East 3300 South
                                            Salt Lake City, UT  84109

         Robert N. Wilkinson                Suite 800 Kennecott Bldg.
                                            Salt Lake City, UT  84133

DATED this 21st day of March, 1985.


                                            INCORPORATORS:

                                            /s/ Barry A. Ellsworth
                                            Barry A. Ellsworth

                                            /s/ Karen J. Arthur
                                            Karen J. Arthur

                                            /s/ Robert N. Wilkinson
                                            Robert N. Wilkinson

STATE OF UTAH                       )
                                    )   ss.
COUNTY OF SALT LAKE                 )

     On the 21st day of March,  1985,  Barry A.  Ellsworth,  Karen J. Arthur and
Robert N. Wilkinson  personally  appeared  before me who, being by me first duly
sworn,  severally  declared  that they are the persons who signed the  foregoing
document as incorporators and that the statements therein contained are true.

     DATED this 21st day of March, 1985.


                                            /s/ Patricia Roberts
                                            NOTARY PUBLIC
                                            -------------

My Commission Expires:                      Residing At:
02-01-88                                    Salt Lake City, Utah
--------                                    --------------------



                                       3



                   ACTION BY UNANIMOUS WRITTEN CONSENT OF THE

                              BOARD OF DIRECTORS OF

                          ENERGROUP TECHNOLOGIES CORP.

     The undersigned,  being all of the duly elected and incumbent  directors of
Energroup  Technologies  Corp.,  a  Utah  corporation  (the  "Company"),  acting
pursuant to Section 16-10a-821 of the Utah Revised Business  Corporation Act, do
hereby unanimously consent to and adopt the following resolutions, effective the
20th day of October, 1999:

     RESOLVED, that the Company amend Section 2.11 of its Bylaws as follows:

          Section 2.11  Written  Consent to Action by  Shareholders.  Any action
          which may be taken at any  annual or special  meeting of  stockholders
          may be taken  without a meeting and without  prior  notice,  if one or
          more consents in writing,  setting forth the action so taken, shall be
          signed by the holders of  outstanding  shares having not less than the
          minimum  number of votes that would be  necessary to authorize or take
          the action at a meeting at which all shares  entitled to vote  thereon
          were entitled to be present and to vote.

                                            /s/ James P. Doolin
                                            -------------------
                                            James P. Doolin

                                            /s/ Barry Richmond
                                            ------------------
                                            Barry Richmond

                                            /s/ Alycia Anthony
                                            ------------------
                                            Alycia Anthony

                                       1



                                     BYLAWS
                                       OF
                       ENERGROUP TECHNOLOGIES CORPORATION


                                    ARTICLE I
                                     OFFICES

     Section 1.01
     Location of Offices.
     The  corporation  may maintain such offices  within or without the State of
Utah as the Board of Directors may from time to time designate or require.

     Section 1.02
     Principal Office.
     The  address of the  principal  office of the  corporation  shall be at the
address of the  registered  office of the  corporation  as so  designated in the
office  of  the  Lieutenant   Governor/Secretary   of  State  of  the  state  of
incorporation,  or at such other  address as the Board of  Directors  shall from
time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 2.01
     Annual Meeting.
     The annual meeting of the shareholders shall be held in May of each year or
at such other time  designated  by the Board of Directors and as is provided for
in the notice of the meeting,  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  for the annual
meeting  of the  shareholders,  or at any  adjournment  thereof,  the  Board  of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as may be convenient.

     Section 2.02
     Special Meetings.
     Special  meetings  of the  shareholders  may be  called  at any time by the
chairman of the board, the president,  or by the Board of Directors, or in their
absence  or  disability,  by any vice  president,  and  shall be  called  by the
president or, in his or her absence or disability, by a vice president or by the
secretary  on the written  request of the holders of not less than  one-tenth of
all the shares  entitled to vote at the meeting,  such written  request to state
the purpose or purposes of the  meeting and to be  delivered  to the  president,
each  vice-president,  or  secretary.  In case of failure  to call such  meeting
within 60 days after such request, such shareholder or shareholders may call the
same.

     Section 2.03
     Place of Meetings.
     The Board of Directors may  designate  any place,  either within or without
the state of  incorporation,  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 incorporation, 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 at the principal office of the
corporation.

     Section 2.04
     Notice of Meetings.
     The  secretary or assistant  secretary,  if any,  shall cause notice of the
time,  place,  and  purpose or  purposes  of all  meetings  of the  shareholders
(whether  annual or special),  to be mailed at least ten (10) days, but not more
than  fifty (50)  days,  prior to the  meeting,  to each  shareholder  of record
entitled to vote.

     Section 2.05
     Waiver of Notice.
     Any shareholder  may waive notice of any meeting of  shareholders  (however
called or noticed,  whether or not called or noticed and whether before, during,
or after the meeting), by signing a written waiver of notice or a consent to the
holding of such meeting, or an approval of the minutes thereof.  Attendance at a
meeting,  in person or by proxy,  shall constitute waiver of all defects of call
or notice  regardless of whether waiver,  consent,  or approval is signed or any
objections are made. All such waivers,  consents,  or approvals  shall be made a
part of the minutes of the meeting.

     Section 2.06
     Fixing Record Date.
     For the  purpose of  determining  shareholders  entitled to notice of or to
vote at any annual  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 share transfer books shall be
closed, for the purpose of determining  shareholders entitled to notice of or to
vote at such  meeting,  but not for a period  exceeding  fifty (50) days. If the
share  transfer  books are closed for the  purpose of  determining  shareholders
entitled to notice of or to vote at such meeting, such books shall be closed for
at least ten (10) days immediately preceding such meeting.

     In lieu of closing the share 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  (50) and,  in case of a meeting
of  shareholders,  not less  than ten (10)  days  prior to the date on which the
particular  action requiring such  determination of shareholders is to be taken.
If the share  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 or
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.  Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.

     Section 2.07
     Voting Lists.
     The officer or agent of the corporation having charge of the share transfer
books for shares of the  corporation  shall make,  at least ten (10) 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 (10)  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  during the whole time of the meeting.  The original  share transfer
book shall be prima facia  evidence as to the  shareholders  who are entitled to
examine such list or transfer books, or to vote at any meeting of shareholders.

     Section 2.08
     Quorum.
     One-half  of the  total  voting  power  of the  outstanding  shares  of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute  a quorum at a meeting of the  shareholders.  If a quorum is present,
the affirmative  vote of the majority of the voting power  represented by shares
at the meeting and entitled to vote on the subject  shall  constitute  action by
the  shareholders,  unless the vote of a greater  number or voting by classes is
required by the laws of the state of  incorporation  of the  corporation  or the
Articles of Incorporation. If less than one-half of the outstanding voting power
is  represented  at a meeting,  a majority of the voting  power  represented  by
shares so present  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 be transacted which might have been transacted at
the meeting as originally noticed.

     Section 2.09
     Voting of Shares.
     Each  outstanding  share  of the  corporation  entitled  to vote  shall  be
entitled  to one  vote  on  each  matter  submitted  to  vote  at a  meeting  of
shareholders,  except to the extent that the voting  rights of the shares of any
class or series of stock are  determined and specified as greater or lesser than
one vote per share in the manner provided by the Articles of Incorporation.

     Section 2.10
     Proxies.
     At each  meeting of the  shareholders,  each  shareholder  entitled to vote
shall be entitled  to vote in person or by proxy;  provided,  however,  that the
right to vote by proxy shall exist only in case the instrument  authorizing such
proxy to act shall have been  executed  in writing by the  registered  holder or
holders of such  shares,  as the case may be, as shown on the share  transfer of
the  corporation or by his or her or her attorney  thereunto duly  authorized in
writing.  Such  instrument  authorizing a proxy to act shall be delivered at the
beginning of such meeting to the secretary of the  corporation  or to such other
officer  or  person  who may,  in the  absence  of the  secretary,  be acting as
secretary of the meeting.  In the event that any such instrument shall designate
two or more persons to act as proxies, a majority of such persons present at the
meeting, or if only one be present,  that one shall (unless the instrument shall
otherwise  provide)  have all of the powers  conferred by the  instrument on all
persons so designated.  Persons  holding stock in a fiduciary  capacity shall be
entitled  to vote the shares so held and the  persons  whose  shares are pledged
shall be entitled to vote,  unless in the transfer by the pledge or on the books
of the corporation he or she shall have expressly  empowered the pledgee to vote
thereon,  in which case the pledgee,  or his or her proxy,  may  represent  such
shares and vote thereon.


                                       2



     Section 2.11
     Written Consent to Action by Shareholders.
     Any action  required to be taken at a meeting of the  shareholders,  or any
other 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.

                                   ARTICLE III
                                    DIRECTORS

     Section 3.01
     General Powers.
     The property,  affairs, and business of the corporation shall be managed by
its Board of  Directors.  The Board of Directors  may exercise all the powers of
the  corporation  whether  derived  from law or the  Articles of  Incorporation,
except such powers as are by statute,  by the  Articles of  Incorporation  or by
these Bylaws, vested solely in the shareholders of the corporation.

     Section 3.02
     Number, Term, and Qualifications.
     The Board of Directors shall consist of three to nine persons. Increases or
decreases  to said  number may be made,  within the  numbers  authorized  by the
Articles of  Incorporation,  as the Board of  Directors  shall from time to time
determine by amendment to these Bylaws.  An increase or a decrease in the number
of the members of the Board of Directors may also be had upon amendment to these
Bylaws  by a  majority  vote  of all of the  shareholders,  and  the  number  of
directors to be so increased or decreased shall be fixed upon a majority vote of
all of the  shareholders  of the  corporation.  Each director  shall hold office
until the next annual meeting of  shareholders  of the corporation and until his
or her  successor  shall have been elected and shall have  qualified.  Directors
need not be  residents  of the state of  incorporation  or  shareholders  of the
corporation.

     Section 3.03
     Classification of Directors.
     In lieu of electing the entire number of directors  annually,  the Board of
Directors  may provide  that the  directors  be divided into either two or three
classes,  each class to be as nearly  equal in number as  possible,  the term of
office of the directors of the first class to expire at the first annual meeting
of shareholders after their election,  that of the second class to expire at the
second annual meeting after their election, and that of the third class, if any,
to expire at the third  annual  meeting  after  their  election.  At each annual
meeting after such  classification,  the number of directors equal to the number
of the class whose term expires at the time of such meeting  shall be elected to
hold office until the second succeeding annual meeting, if there be two classes,
or until the third succeeding annual meeting, if there be three classes.

     Section 3.04
     Regular Meetings.
     A regular  meeting of the Board of Directors  shall be held  without  other
notice  than this  Bylaw  immediately  following,  and at the same place as, the
annual meeting of shareholders. The Board of Directors may provide by resolution
the time and place, either within or without the state of incorporation, for the
holding  of  additional   regular   meetings  without  other  notice  than  such
resolution.

     Section 3.05
     Special Meetings.
     Special  meetings  of the  Board of  Directors  may be  called by or at the
request of the president,  vice president,  or any two directors.  The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any place, either within or without the state of incorporation, as the place for
holding any special meeting of the Board of Directors called by them.

     Section 3.06
     Meetings by Telephone Conference Call.
     Members of the Board of Directors may participate in a meeting of the Board
of Directors  or a committee  of the Board of  Directors by means of  conference
telephone  or  similar  communication  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

     Section 3.07
     Notice.
     Notice of any special  meeting  shall be given at least ten (10) days prior
thereto by written notice delivered personally or mailed to each director at his
or her regular business address or residence,  or by telegram.  If mailed,  such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice  shall be deemed to be  delivered  when the  telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. Attendance of a
director  at a meeting  shall  constitute  a waiver  of notice of such  meeting,


                                       3


except  where a director  attends a meeting  solely for the  express  purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 3.08
     Quorum.
     A majority of the number of  directors  shall  constitute  a quorum for the
transaction  of business at any meeting of the Board of  Directors,  but if less
than a majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

     Section 3.09
     Manner of Acting.
     The act of a  majority  of the  directors  present  at a meeting at which a
quorum is present shall be the act of the Board of Directors, and the individual
directors shall have no power as such.

     Section 3.10
     Vacancies and Newly Created Directorship.
     If any vacancies  shall occur in the Board of Directors by reason of death,
resignation or otherwise, or if the number of directors shall be increased,  the
directors  then in office  shall  continue  to act and such  vacancies  or newly
created directorships shall be filled by a vote of the directors then in office,
though less than a quorum, in any way approved by the meeting.  Any directorship
to be filled by reason of removal of one or more  directors by the  shareholders
may be  filled by  election  by the  shareholders  at the  meeting  at which the
director or directors are removed.

     Section 3.11
     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
therefor.

     Section 3.12
     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 or her or her  dissent  shall be
entered in the minutes of the meeting, unless he or she shall file his or her or
her 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  or certified  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.

     Section 3.13
     Resignations.
     A director may resign at any time by  delivering a written  resignation  to
either the president, a vice president,  the secretary,  or assistant secretary,
if any. The resignation shall become effective on its acceptance by the Board of
Directors;  provided,  that if the board has not acted  thereon  within ten days
(10) from the date presented, the resignation shall be deemed accepted.

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

     Section 3.15
     Removal.
     At a meeting  expressly called for that purpose,  one or more directors may
be  removed by a vote of a majority  of the shares of  outstanding  stock of the
corporation entitled to vote at an election of directors.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.01
     Number.
     The  officers  of  the  corporation  shall  be a  president,  one  or  more
vice-presidents, as shall be determined by resolution of the Board of Directors,
a  secretary,  a treasurer,  and such other  officers as may be appointed by the
Board of Directors.  The Board of Directors may elect, but shall not be required
to elect,  a  chairman  of the board and the Board of  Directors  may  appoint a
general manager.


                                       4



     Section 4.02
     Election, Term of Office, and Qualifications.
     The  officers  shall be chosen by the Board of  Directors  annually  at its
annual meeting.  In the event of failure to choose officers at an annual meeting
of the Board of  Directors,  officers  may be chosen at any  regular  or special
meeting  of the Board of  Directors.  Each such  officer  (whether  chosen at an
annual  meeting of the Board of Directors to fill a vacancy or otherwise)  shall
hold his or her office  until the next  ensuing  annual  meeting of the Board of
Directors and until his or her successor  shall have been chosen and  qualified,
or until his or her  death,  or until his or her  resignation  or removal in the
manner provided in these Bylaws. Any one person may hold any two or more of such
offices,  except that the president  shall not also be the secretary.  No person
holding  two or more  offices  shall act in or  execute  any  instrument  in the
capacity of more than one office.  The chairman of the board,  if any,  shall be
and remain a director of the  corporation  during the term of his or her office.
No other officer need be a director.

     Section 4.03
     Subordinate Officers, Etc.
     The Board of Directors from time to time may appoint such other officers or
agents as it may deem advisable, each of whom shall have such title, hold office
for such period,  have such  authority,  and perform such duties as the Board of
Directors from time to time may  determine.  The Board of Directors from time to
time may  delegate  to any  officer  or agent  the  power  to  appoint  any such
subordinate officer or agents and to prescribe their respective titles, terms of
office,  authorities,  and duties. Subordinate officers need not be shareholders
or directors.

     Section 4.04
     Resignations.
     Any officer may resign at any time by delivering a written  resignation  to
the Board of  Directors,  the  president,  or the  secretary.  Unless  otherwise
specified therein, such resignation shall take effect on delivery.

     Section 4.05
     Removal.
     Any officer may be removed from office at any special  meeting of the Board
of  Directors  called  for that  purpose or at a regular  meeting,  by vote of a
majority of the directors, with or without cause. Any officer or agent appointed
in  accordance  with the  provisions of Section 4.03 hereof may also be removed,
either with or without cause, by any officer on whom such power of removal shall
have been conferred by the Board of Directors.

     Section 4.06
     Vacancies and Newly Created Offices.
     If any vacancy  shall occur in any office by reason of death,  resignation,
removal,  disqualification,  or any other  cause,  or if a new  office  shall be
created,  then such vacancies or new created  offices may be filled by the Board
of Directors at any regular or special meeting.

     Section 4.07
     The Chairman of the Board.
     The  Chairman  of the Board,  if there be such an  officer,  shall have the
following powers and duties.

     (a) He or she shall preside at all shareholders' meetings;

     (b) He or she shall preside at all meetings of the Board of Directors; and

     (c) He or she shall be a member of the executive committee, if any.

     Section 4.08
     The President.
     The president shall have the following powers and duties:

     (a) If no general manager has been appointed,  he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

     (b) If no  chairman  of the board has been  chosen,  or if such  officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

     (c) He or she shall be a member of the executive committee, if any;

     (d) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and


                                       5



     (e) He or she shall have all power and shall  perform  all duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

     Section 4.10
     The Secretary.
     The secretary shall have the following powers and duties:

     (a) He or she  shall  keep  or  cause  to be  kept a  record  of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;

     (b) He or she shall cause all notices to be duly given in  accordance  with
the provisions of these Bylaws and as required by statute;

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

     (d)  He or  she  shall  assume  responsibility  that  the  books,  reports,
statements,  certificates,  and other documents and records  required by statute
are properly kept and filed;

     (e) He or she shall have charge of the share books of the  corporation  and
cause the share  transfer books to be kept in such manner as to show at any time
the  amount  of  the  shares  of  the  corporation  of  each  class  issued  and
outstanding,  the manner in which and the time when such stock was paid for, the
names  alphabetically  arranged  and the  addresses  of the  holders  of  record
thereof, the number of shares held by each holder and time when each became such
holder or record;  and he or she shall  exhibit at all  reasonable  times to any
director, upon application,  the original or duplicate share register. He or she
shall  cause the share book  referred  to in Section  6.04 hereof to be kept and
exhibited at the principal office of the corporation,  or at such other place as
the Board of  Directors  shall  determine,  in the manner  and for the  purposes
provided in such Section;

     (f) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

     Section 4.11
     The Treasurer.
     The treasurer shall have the following powers and duties:


     (a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;

     (b) He or she shall  cause the  monies  and other  valuable  effects of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

     (c) He or she shall cause the monies of the  corporation to be disbursed by
checks or drafts  (signed as  provided  in  Section  5.04  hereof)  drawn on the
authorized depositories of the corporation,  and cause to be taken and preserved
property vouchers for all monies disbursed;

     (d) He or she  shall  render to the Board of  Directors  or the  president,
whenever  requested,  a statement of the financial  condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;


                                       6



     (e) He or she shall  cause to be kept  correct  books of account of all the
business  and  transactions  of the  corporation  and exhibit  such books to any
director on request during business hours;

     (f) He or she  shall be  empowered  from time to time to  require  from all
officers  or  agents  of  the  corporation  reports  or  statements  given  such
information  as he or she may  desire  with  respect  to any  and all  financial
transactions of the corporation; and

     (g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

     Section 4.12
     General Manager.
     The Board of Directors may employ and appoint a general manager who may, or
may not, be one of the  officers or directors  of the  corporation.  The general
manager, if any, shall have the following powers and duties:

     (a) He or she shall be the chief executive  officer of the corporation and,
subject to the  directions of the Board of Directors,  shall have general charge
of the business affairs and property of the corporation and general  supervision
over its officers, employees, and agents:

     (b) He or she  shall  be  charged  with  the  exclusive  management  of the
business  of the  corporation  and of all of its  dealings,  but at all times be
subject to the control of the Board of Directors;

     (c) Subject to the  approval  of the Board of  Directors  or the  executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

     (d) He or she shall make a report to the  president  and directors as often
as  required,  setting  forth the  results  of the  operations  under his or her
charge,  together with suggestions  looking toward improvement and betterment of
the  condition of the  corporation,  and shall  perform such other duties as the
Board of Directors may require.

     Section 4.13
     Salaries.
     The salaries  and other  compensation  of the  officers of the  corporation
shall be fixed  from time to time by the  Board of  Directors,  except  that the
Board of  Directors  may delegate to any person or group of persons the power to
fix the salaries or other  compensation  of any  subordinate  officers or agents
appointed in accordance  with the provisions of Section 4.03 hereof.  No officer
shall be prevented from receiving any such salary or  compensation  by reason of
the fact that he or she is also a director of the corporation.

     Section 4.14
     Surety Bonds.
     In case the Board of  Directors  shall so require,  any officer or agent of
the  corporation  shall execute to the  corporation a bond in such sums and with
such surety or sureties as the Board of Directors may direct,  conditioned  upon
the  faithful  performance  of his or her duties to the  corporation,  including
responsibility for negligence and for the accounting of all property, monies, or
securities of the corporation which may come into his or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

     Section 5.01
     Execution of Instruments.
     Subject to any  limitation  contained in the Articles of  Incorporation  or
these Bylaws,  the president or any vice  president or the general  manager,  if
any, may, in the name and on behalf of the corporation,  execute and deliver any
contract or other  instrument  authorized  in writing by the Board of Directors.
The Board of Directors may, subject to any limitation  contained in the Articles
of Incorporation  or in these Bylaws,  authorize in writing any officer or agent
to execute and  delivery  any  contract or other  instrument  in the name and on
behalf of the corporation;  any such authorization may be general or confined to
specific instances.



                                       7


     Section 5.02
     Loans.
     No loans or advances shall be contracted on behalf of the  corporation,  no
negotiable  paper or other evidence of its obligation  under any loan or advance
shall be  issued  in its  name,  and no  property  of the  corporation  shall be
mortgaged, pledged,  hypothecated,  transferred, or conveyed as security for the
payment of any loan,  advance,  indebtedness,  or liability of the  corporation,
unless  and  except  as  authorized   by  the  Board  of  Directors.   Any  such
authorization may be general or confined to specific instances.

     Section 5.03
     Deposits.
     All monies of the  corporation  not otherwise  employed  shall be deposited
from time to time to its  credit in such  banks and or trust  companies  or with
such bankers or other  depositories as the Board of Directors may select,  or as
from time to time may be selected by any officer or agent authorized to do so by
the Board of Directors.

     Section 5.04
     Checks, Drafts, Etc.
     All notes, drafts,  acceptances,  checks,  endorsements,  and, evidences of
indebtedness  of the  corporation,  subject to the  provisions  of these Bylaws,
shall be signed  by such  officer  or  officers  or such  agent or agents of the
corporation  and in such manner as the Board of Directors  from time to time may
determine.  Endorsements  for deposit to the credit of the corporation in any of
its  duly  authorized  depositories  shall  be in such  manner  as the  Board of
Directors from time to time may determine.

     Section 5.05
     Bonds and Debentures.
     Every bond or debenture issued by the corporation  shall be evidenced by an
appropriate  instrument  which  shall  be  signed  by  the  president  or a vice
president and by the secretary and sealed with the seal of the corporation.  The
seal may be a  facsimile,  engraved or printed.  Where such bond or debenture is
authenticated  with  the  manual  signature  of an  authorized  officer  of  the
corporation  or other  trustee  designated  by the  indenture  of trust or other
agreement  under which such  security  is issued,  the  signature  of any of the
corporation's officers named thereon may be a facsimile. In case any officer who
signed,  or  whose  facsimile  signature  has  been  used  on any  such  bond or
debenture,  should  cease to be an  officer  of the  corporation  for any reason
before the same has been  delivered by the  corporation,  such bond or debenture
may  nevertheless  be adopted by the  corporation  and issued and  delivered  as
through  the  person who signed it or whose  facsimile  signature  has been used
thereon had not ceased to be such officer.

     Section 5.06
     Sale, Transfer, Etc. of Securities.
     Sales, transfers, endorsements, and assignments of stocks, bonds, and other
securities  owned  by or  standing  in the  name  of the  corporation,  and  the
execution and delivery on behalf of the  corporation of any and all  instruments
in writing  incident to any such sale,  transfer,  endorsement,  or  assignment,
shall be effected by the president, or by any vice president,  together with the
secretary,  or by any  officer  or agent  thereunto  authorized  by the Board of
Directors.

     Section 5.07
     Proxies.
     Proxies to vote with  respect to shares of other  corporations  owned by or
standing in the name of the  corporation  shall be  executed  and  delivered  on
behalf  of the  corporation  by the  president  or any  vice  president  and the
secretary or assistant secretary of the corporation,  or by any officer or agent
thereunder authorized by the Board of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES

     Section 6.01
     Share Certificates.
     Every  holder of  shares in the  corporation  shall be  entitled  to have a
certificate,  signed by the president or any vice president and the secretary or
assistant  secretary,  and  sealed  with the  seal  (which  may be a  facsimile,
engraved or printed) of the  corporation,  certifying the number and kind, class
or series of shares owned by him or her in the corporation;  provided,  however,
that where such a certificate  is  countersigned  by (a) a transfer  agent or an
assistant transfer agent, or (b) registered by a registrar, the signature of any
such  president,  vice  president,  secretary,  or assistant  secretary may be a
facsimile.  In case any  officer  who  shall  have  signed,  or whose  facsimile
signature  or  signatures  shall have been used on any such  certificate,  shall
cease to be officer of the corporation,  for any reason,  before the delivery of
such  certificate by the  corporation,  such  certificate  may  nevertheless  be
adopted by the  corporation and be issued and delivered as though the person who
signed  it, or whose  facsimile  signature  or  signatures  shall have been used
thereon, has not ceased to be such officer.  Certificates representing shares of
the  corporation  shall be in such form as provided by the statutes of the state
of  incorporation.  There shall be entered on the share books of the corporation
at the time of issuance of each share, the number of the certificate issued, the
name and address of the person owning the shares represented thereby, the number


                                       8


and kind,  class or series of such  shares,  and the date of  issuance  thereof.
Every  certificate  exchanged  or  returned to the  corporation  shall be marked
"Canceled" with the date of cancellation.

     Section 6.02
     Transfer of Shares.
     Transfers  of shares of the  corporation  shall be made on the books of the
corporation by the holder of record thereof, or by his or her attorney thereunto
duly  authorized  by a power of attorney duly executed in writing and filed with
the secretary of the corporation or any of its transfer agents, and on surrender
of the certificate or certificates,  properly  endorsed or accompanied by proper
instruments of transfer,  representing  such shares.  Except as provided by law,
the corporation and transfer agents and registrars, if any, shall be entitled to
treat the holder of record of any stock as the  absolute  owner  thereof for all
purposes, and accordingly, shall not be bound to recognize any legal, equitable,
or other claim to or  interest  in such  shares on the part of any other  person
whether or not it or they shall have express or other notice thereof.

     Section 6.03
     Regulations.
     Subject  to the  provisions  of  this  Article  VI and of the  Articles  of
Incorporation,  the Board of Directors  may make such rules and  regulations  as
they may deem  expedient  concerning  the issuance,  transfer,  redemption,  and
registration of certificates for shares of the corporation.


     Section 6.04
     Maintenance of Stock Ledger at Principal Place of Business.
     A share book (or books where more than one kind,  class, or series of stock
is  outstanding)  shall  be kept  at the  principal  place  of  business  of the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

     Section 6.05
     Transfer Agents and Registrars.
     The Board of Directors may appoint one or more  transfer  agents and one or
more  registrars  with respect to the  certificates  representing  shares of the
corporation,  and may require all such  certificates  to bear the  signature  of
either  or  both.  The  Board of  Directors  may from  time to time  define  the
respective  duties of such transfer  agents and  registrars.  No certificate for
shares shall be valid until  countersigned  by a transfer  agent, if at the date
appearing  thereon the  corporation  had a transfer  agent for such shares,  and
until registered by a registrar, if at such date the corporation had a registrar
for such shares.

     Section 6.06 Closing of Transfer Books and Fixing of Record Date.


     (a) The Board of Directors shall have power to close the share books of the
corporation  for a period of not to exceed fifty (50) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholders for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid,  the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such dividend,  or to any such allotment of rights, or to exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

     (c) If the share  transfer  books  shall be closed or a record date set for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

     Section 6.07
     Lost or Destroyed Certificates.
     The  corporation  may issue a new certificate for shares of the corporation
in place of any certificate  theretofore issued by it, alleged to have been lost
or destroyed,  and the Board of Directors  may, in its  discretion,  require the
owner of the lost or destroyed certificate or his or her legal  representatives,
to give the corporation a bond in such form and amount as the Board of Directors


                                       9


may  direct,  and with such surety or  sureties  as may be  satisfactory  to the
board, to indemnify the  corporation and its transfer agents and registrars,  if
any,  against any claims that may be made against it or any such transfer  agent
or  registrar  on  account  of the  issuance  of  such  new  certificate.  A new
certificate  may be issued  without  requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.

     Section 6.08
     No Limitation on Voting Rights; Limitation on Dissenter's Rights.
     To the extent  permissible  under the applicable law of any jurisdiction to
which the  corporation  may become subject by reason of the conduct of business,
the ownership of assets, the residence of shareholders,  the location of offices
or facilities,  or any other item, the corporation  elects not to be governed by
the provisions of any statute that (i) limits,  restricts,  modified,  suspends,
terminates,  or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the  corporation,  without  regard to whether such shares were acquired
directly  from the  corporation  or from any other person and without  regard to
whether  such  shareholder  has the power to exercise or direct the  exercise of
voting power over any specific fraction of the shares of the corporation or from
any other person and without regard to whether such  shareholders  has the power
to exercise or direct the exercise of voting power over any specific fraction of
the shares of common stock of the  corporation  issued and  outstanding  or (ii)
grants  to any  shareholder  the  right to have  his or her  stock  redeemed  or
purchased by the corporation or any other  shareholder on the acquisition by any
person or group of persons of shares of the corporation.  In particular,  to the
extent permitted under the laws of the state of  incorporation,  the corporation
elects not to be governed by any such provision, including the provisions of the
Utah Control Shares  Acquisitions  Act, Section 61-6-1 et seq., of the Utah Code
Annotated, as amended, or any statute of similar effect or tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 7.01
     How Constituted.
     The Board of Directors may designate an executive  committee and such other
committees  as the  Board  of  Directors  may  deem  appropriate,  each of which
committees  shall  consist of two or more  directors.  Members of the  executive
committee and of any such other committees  shall be designated  annually at the
annual meeting of the Board of Directors;  provided,  however,  that at any time
the Board of Directors may abolish or  reconstitute  the executive  committee or
any other  committee.  Each member of the  executive  committee and of any other
committee  shall  hold  office  until  his  or her  successor  shall  have  been
designated or until his or her  resignation or removal in the manner provided in
these Bylaws.

     Section 7.02
     Powers.
     During  the  intervals  between  meetings  of the Board of  Directors,  the
executive  committee  shall  have and may  exercise  all  powers of the Board of
Directors in the  management  of the  business  and affairs of the  corporation,
except for the power to fill  vacancies  in the Board of  Directors  or to amend
these  Bylaws,  and except for such powers as by law may not be delegated by the
Board of Directors to an executive committee.

     Section 7.03
     Proceedings.
     The  executive  committee,  and such other  committees as may be designated
hereunder by the Board of  Directors,  may fix its own  presiding  and recording
officer or officers, and may meet at such place or places, at such time or times
and on such notice (or without  notice) as it shall determine from time to time.
It will keep a record of its  proceedings  and shall report such  proceedings to
the Board of Directors at the meeting of the Board of Directors next following.

     Section 7.04
     Quorum and Manner of Acting.
     At all meeting of the executive committee,  and of such other committees as
may be designated  hereunder by the Board of Directors,  the presence of members
constituting  a majority of the total  authorized  membership  of the  committee
shall be necessary and sufficient to constitute a quorum for the  transaction of
business,  and the act of a majority  of the  members  present at any meeting at
which a quorum is present shall be the act of such committee. The members of the
executive committee, and of such other committees as may be designated hereunder
by the Board of  Directors,  shall act only as a  committee  and the  individual
members thereof shall have no powers as such.

     Section 7.05
     Resignations.
     Any member of the executive committee,  and of such other committees as may
be  designated  hereunder by the Board of  Directors,  may resign at any time by
delivering a written  resignation  to either the president,  the  secretary,  or
assistant secretary, or to the presiding officer of the committee of which he or


                                       10


she is a member, if any shall have been appointed and shall be in office. Unless
otherwise specified herein, such resignation shall take effect on delivery.

     Section 7.06
     Removal.
     The Board of Directors  may at any time remove any member of the  executive
committee or of any other  committee  designated  by it hereunder  either for or
without cause.

     Section 7.07
     Vacancies.
     If any  vacancies  shall occur in the  executive  committee or of any other
committee  designated  by  the  Board  of  Directors  hereunder,  by  reason  of
disqualification,  death,  resignation,  removal,  or  otherwise,  the remaining
members  shall,  until the filling of such  vacancy,  constitute  the then total
authorized  membership of the committee  and,  provided that two or more members
are remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.

     Section 7.08
     Compensation.
     The Board of Directors  may allow a fixed sum and expenses of attendance to
any member of the executive  committee,  or of any other committee designated by
it hereunder,  who is not an active  salaried  employee of the  corporation  for
attendance at each meeting of said committee.

                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

     Section 8.01
     Indemnification: Third Party Actions.
     The corporation  shall have the power to indemnify any person who was or is
a party or is  threatened  to be made a party  to any  threatened,  pending,  or
completed  action,  or suit by or in the right of the  corporation  to procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees)  judgments,  fines,  and amounts paid in
settlement actually and reasonably incurred by him or her in connection with any
such  action,  suit or  proceeding,  if he or she  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interest  of the  corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
The  termination  of  any  action,  suit,  or  proceeding  by  judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  action or proceeding,  he or she had reasonable  cause to believe that
his or her conduct was unlawful.

     Section 8.02
     Indemnification: Corporate Actions.
     The corporation  shall have the power to indemnify any person who was or is
a party or is  threatened  to be made a party  to any  threatened,  pending,  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in  connection  with the defense or settlement of such action or suit, if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not  opposed to the best  interests  of the  corporation,  except  that no
indemnification  shall be made in respect of any claim,  issue,  or matter as to
which such a person  shall have been  adjudged  to be liable for  negligence  or
misconduct in the performance of his or her duty to the corporation,  unless and
only to the extent that the court in which the action or suit was brought  shall
determine on application that, despite the adjudication of liability but in view
of all  circumstances of the case, the person is fairly and reasonably  entitled
to indemnity for such expenses as the court deems proper.

     Section 8.03
     Determination.
     To  the  extent  that  a  director,  officer,  employee,  or  agent  of the
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in
defense of any claim,  issue, or matter therein,  he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection  therewith.  Any other  indemnification  under Sections
8.01 and 8.02 hereof, shall be made by the corporation upon a determination that


                                       11


indemnification of the officer,  director,  employee,  or agent is proper in the
circumstances  because he or she has met the applicable  standard of conduct set
forth in Sections 8.01 and 8.02 hereof.  Such determination shall be made either
(i) by the Board of  Directors  by a  majority  vote of a quorum  consisting  of
directors who were not parties to such action,  suit, or proceeding;  or (ii) by
independent legal counsel on a written opinion;  or (iii) by the shareholders by
a majority vote of a quorum of  shareholders at any meeting duly called for such
purpose.

     Section 8.04
     General Indemnification.
     The indemnification  provided by this Section shall not be deemed exclusive
of any other indemnification  granted under any provision of any statute, in the
corporation's  Articles  of  Incorporation,  these  Bylaws,  agreement,  vote of
shareholders or disinterested directors, or otherwise,  both as to action in his
or her official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee,  or agent,  and shall  inure to the benefit of the heirs and
legal representatives of such a person.

     Section 8.05
     Advances.
     Expenses  incurred  in  defending  a civil or  criminal  action,  suit,  or
proceeding as  contemplated  in this Section may be paid by the  corporation  in
advance of the final  disposition  of such action,  suit, or  proceeding  upon a
majority  vote of a quorum  of the Board of  Directors  and upon  receipt  of an
undertaking  by or on behalf of the director,  officers,  employee,  or agent to
repay such amount or amounts  unless if it is ultimately  determined  that he or
she is to indemnified by the corporation as authorized by this Section.

     Section 8.06
     Scope of Indemnification.
     The  indemnification  authorized by this Section shall apply to all present
and future  directors,  officers,  employees,  and agents of the corporation and
shall  continue  as to  such  persons  who  ceases  to be  directors,  officers,
employees,  or agents of the corporation,  and shall inure to the benefit of the
heirs,  executors,  and  administrators  of all  such  persons  and  shall be in
addition to all other indemnification permitted by law.

     Section 8.07
     Insurance.
     The corporation may purchase and maintain insurance on behalf of any person
who is or was a director,  employee,  or agent of the corporation,  or is or was
serving at the request of the corporation as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against him or her and incurred by him
or her in any  such  capacity,  or  arising  out of his or her  status  as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against any such liability and under the laws of the state of incorporation,  as
the same may hereafter be amended or modified.

                                   ARTICLE IX
                                   FISCAL YEAR

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

                                    ARTICLE X
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  corporation
may pay,  dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.

                                   ARTICLE XI
                                   AMENDMENTS

     All Bylaws of the corporation, whether adopted by the Board of Directors or
the shareholders,  shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;

     (a) No Bylaws  adopted or amended by the  shareholders  shall be altered or
repealed by the Board of Directors;


                                       12



     (b) No Bylaws  shall be  adopted  by the  Board of  Directors  which  shall
require  more than a majority of the voting  shares for a quorum at a meeting of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw  regulating an impending  election of directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in the notice of the next  meeting of  shareholders  for the  election  of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

                            CERTIFICATE OF SECRETARY

     The  undersigned  does hereby  certify  that he or she is the  secretary of
Energroup  Technologies  Corporation,  a corporation duly organized and existing
under  and by  virtue  of the  laws of the  State of Utah;  that the  above  and
foregoing Bylaws of said corporation were duly and regularly  adopted as such by
the  Board  of  Directors  of the  corporation  at a  meeting  of the  Board  of
Directors, which was duly and regularly held on the 20 day of October, 1999, and
that the above and foregoing Bylaws are now in full force and effect.

     DATED THIS 20 day of October, 1999.

     /s/ ALYCIA ANTHONY
     Alycia Anthony, Secretary




                                       13




Appendix E to Information Statement of Energroup Technologies Corporation


   Dissenters' Rights Provisions of the Utah Revised Business Corporation Act

16-10a-1301.   Definitions.
---------------------------
     For purposes of Part 13:

     (1) "Beneficial shareholder" means the person who is a beneficial owner of
shares held in a voting trust or by a nominee as the record shareholder.

     (2) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or
share exchange of that issuer.

     (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 16-10a-1302 and who exercises that right when and
in the manner required by Sections 16-10a-1320 through 16-10a-1328.

     (4) "Fair value" with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action.

     (5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the statutory rate set forth in Section
15-1-1, compounded annually.

     (6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
that are registered in the name of a nominee to the extent the beneficial owner
is recognized by the corporation as the shareholder as provided in Section
16-10a-723.

     (7)   "Shareholder"   means  the  record   shareholder  or  the  beneficial
shareholder.

16-10a-1302.   Right to dissent.
--------------------------------
     (1) A shareholder, whether or not entitled to vote, is entitled to dissent
from, and obtain payment of the fair value of shares held by him in the event
of, any of the following corporate actions:

     (a)  consummation  of a plan of merger to which the  corporation is a party
if:

     (i) shareholder approval is required for the merger by Section 16-10a-1103
     or the articles of incorporation; or

     (ii) the  corporation is a subsidiary  that is merged with its parent under
Section 16-10a-1104;

     (b)  consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;

     (c) consummation of a sale, lease,  exchange,  or other disposition of all,
or substantially all, of the property of the corporation for which a shareholder
vote is required under Subsection  16-10a-1202(1),  but not including a sale for
cash pursuant to a plan by which all or substantially all of the net proceeds of
the sale will be distributed to the shareholders  within one year after the date
of sale; and

     (d) consummation of a sale, lease,  exchange,  or other disposition of all,
or substantially all, of the property of an entity controlled by the corporation
if the shareholders of the corporation were entitled to vote upon the consent of
the corporation to the disposition pursuant to Subsection 16-10a-1202(2).

     (2) A  shareholder  is entitled  to dissent and obtain  payment of the fair
value of his shares in the event of any other corporate action to the extent the
articles of incorporation,  bylaws, or a resolution of the board of directors so
provides.

     (3) Notwithstanding the other provisions of this part, except to the extent
otherwise provided in the articles of incorporation,  bylaws, or a resolution of
the board of directors,  and subject to the  limitations set forth in Subsection
(4),  a  shareholder  is not  entitled  to  dissent  and  obtain  payment  under
Subsection  (1) of the fair value of the shares of any class or series of shares
which either were listed on a national  securities exchange registered under the
federal Securities  Exchange Act of 1934, as amended,  or on the National Market
System of the National  Association of Securities  Dealers  Automated  Quotation
System, or were held of record by more than 2,000 shareholders, at the time of:

     (a) the  record  date fixed  under  Section  16-10a-707  to  determine  the
shareholders  entitled to receive notice of the  shareholders'  meeting at which
the corporate action is submitted to a vote;

     (b)  the  record  date  fixed  under   Section   16-10a-704   to  determine
shareholders  entitled to sign  writings  consenting  to the proposed  corporate
action; or

     (c) the effective date of the corporate  action if the corporate  action is
authorized other than by a vote of shareholders.

     (4) The  limitation  set  forth in  Subsection  (3)  does not  apply if the
shareholder  will  receive for his shares,  pursuant  to the  corporate  action,


                                       1


anything except:

     (a) shares of the  corporation  surviving the  consummation  of the plan of
merger or share exchange;

     (b)  shares of a  corporation  which at the  effective  date of the plan of
merger or share exchange either will be listed on a national securities exchange
registered under the federal Securities  Exchange Act of 1934, as amended, or on
the National  Market System of the National  Association  of Securities  Dealers
Automated  Quotation  System,  or  will be held of  record  by more  than  2,000
shareholders;

     (c) cash in lieu of fractional shares; or

     (d) any  combination of the shares  described in Subsection (4), or cash in
lieu of fractional shares.

     (5) A  shareholder  entitled to dissent  and obtain  payment for his shares
under this part may not challenge the corporate  action creating the entitlement
unless  the  action is  unlawful  or  fraudulent  with  respect to him or to the
corporation.

16-10a-1303.   Dissent by nominees and beneficial owners.
--------------------------------------------------------

     (1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in his name only if the shareholder  dissents with respect
to all shares beneficially owned by any one person and causes the corporation to
receive written notice which states the dissent and the name and address of each
person on whose behalf  dissenters'  rights are being asserted.  The rights of a
partial  dissenter  under this  subsection are determined as if the shares as to
which the  shareholder  dissents and the other shares held of record by him were
registered in the names of different shareholders.

     (2) A beneficial  shareholder  may assert  dissenters'  rights as to shares
held on his behalf only if:

     (a) the beneficial shareholder causes the corporation to receive the record
shareholder's  written  consent  to the  dissent  not  later  than  the time the
beneficial shareholder asserts dissenters' rights; and

     (b) the beneficial shareholder dissents with respect to all shares of which
he is the beneficial shareholder.

     (3) The corporation may require that,  when a record  shareholder  dissents
with respect to the shares held by any one or more beneficial shareholders, each
beneficial  shareholder  must  certify to the  corporation  that both he and the
record  shareholders of all shares owned  beneficially by him have asserted,  or
will timely  assert,  dissenters'  rights as to all the shares  unlimited on the
ability to exercise  dissenters'  rights. The certification  requirement must be
stated in the dissenters' notice given pursuant to Section 16-10a-1322.

16-10a-1321.   Demand for payment -- Eligibility and notice of intent.
---------------------------------------------------------------------

     (1) If a  proposed  corporate  action  creating  dissenters'  rights  under
Section  16-10a-1302  is  submitted  to a vote  at a  shareholders'  meeting,  a
shareholder who wishes to assert dissenters' rights:

     (a) must  cause  the  corporation  to  receive,  before  the vote is taken,
written notice of his intent to demand payment for shares if the proposed action
is effectuated; and

     (b) may not vote any of his shares in favor of the proposed action.

     (2) If a  proposed  corporate  action  creating  dissenters'  rights  under
Section 16-10a-1302 is authorized without a meeting of shareholders  pursuant to
Section  16-10a-704,  a shareholder who wishes to assert  dissenters' rights may
not execute a writing consenting to the proposed corporate action.

     (3) In order to be entitled to payment for shares  under this part,  unless
otherwise  provided in the articles of  incorporation,  bylaws,  or a resolution
adopted by the board of directors,  a  shareholder  must have been a shareholder
with  respect  to the shares for which  payment is  demanded  as of the date the
proposed corporate action creating  dissenters' rights under Section 16-10a-1302
is approved by the shareholders,  if shareholder approval is required,  or as of
the effective date of the corporate action if the corporate action is authorized
other than by a vote of shareholders. (4) A shareholder who does not satisfy the
requirements  of  Subsections  (1)  through  (3) is not  entitled to payment for
shares under this part.

16-10a-1322.   Dissenters' notice.

     (1) If proposed corporate action creating  dissenters' rights under Section
16-10a-1302  is authorized,  the  corporation  shall give a written  dissenters'
notice to all  shareholders  who are entitled to demand payment for their shares
under this part.

     (2) The dissenters' notice required by Subsection (1) must be sent no later
than  ten  days  after  the  effective  date of the  corporate  action  creating
dissenters' rights under Section 16-10a-1302, and shall:

     (a) state that the corporate action was authorized and the effective date
     or proposed effective date of the corporate action;

     (b) state an address at which the corporation  will receive payment demands
and an address at which certificates for certificated shares must be deposited;


                                       2



     (c) inform holders of uncertificated  shares to what extent transfer of the
shares will be restricted after the payment demand is received;

     (d) supply a form for demanding payment, which form requests a dissenter to
state an address to which payment is to be made;

     (e) set a date by which the corporation must receive the payment demand and
by which  certificates for certificated  shares must be deposited at the address
indicated in the  dissenters'  notice,  which dates may not be fewer than 30 nor
more than 70 days after the date the  dissenters'  notice required by Subsection
(1) is given;

     (f) state the requirement contemplated by Subsection 16-10a-1303(3), if the
requirement is imposed; and

     (g) be accompanied by a copy of this part.

16-10a-1323.   Procedure to demand payment.
------------------------------------------

     (1) A shareholder  who is given a dissenters'  notice  described in Section
16-10a-1322,  who meets the requirements of Section  16-10a-1321,  and wishes to
assert  dissenters' rights must, in accordance with the terms of the dissenters'
notice:

     (a) cause the  corporation  to receive a payment  demand,  which may be the
payment  demand  form   contemplated  in  Subsection   16-10a-1322(2)(d),   duly
completed, or may be stated in another writing;

     (b) deposit certificates for his certificated shares in accordance with the
terms of the dissenters' notice; and

     (c) if required by the corporation in the dissenters'  notice  described in
Section 16-10a-1322, as contemplated by Section 16-10a-1327, certify in writing,
in or with the payment  demand,  whether or not he or the person on whose behalf
he asserts dissenters' rights acquired beneficial ownership of the shares before
the date of the first announcement to news media or to shareholders of the terms
of the proposed  corporate  action  creating  dissenters'  rights under  Section
16-10a-1302.

     (2) A shareholder  who demands  payment in accordance  with  Subsection (1)
retains  all rights of a  shareholder  except the right to  transfer  the shares
until the  effective  date of the proposed  corporate  action giving rise to the
exercise of dissenters' rights and has only the right to receive payment for the
shares after the effective date of the corporate action.

     (3)  A  shareholder   who  does  not  demand   payment  and  deposit  share
certificates as required, by the date or dates set in the dissenters' notice, is
not entitled to payment for shares under this part.

16-10a-1324.   Uncertificated shares.

     (1) Upon receipt of a demand for payment under Section  16-10a-1323  from a
shareholder  holding  uncertificated  shares,  and in  lieu  of the  deposit  of
certificates  representing the shares, the corporation may restrict the transfer
of the shares until the proposed  corporate  action is taken or the restrictions
are released under Section 16-10a-1326.

     (2) In all other respects,  the provisions of Section  16-10a-1323 apply to
shareholders who own uncertificated shares.

16-10a-1325.   Payment.

     (1)  Except  as  provided  in  Section  16-10a-1327,  upon the later of the
effective date of the corporate action creating dissenters' rights under Section
16-10a-1302,  and receipt by the  corporation of each payment demand pursuant to
Section  16-10a-1323,  the  corporation  shall pay the  amount  the  corporation
estimates to be the fair value of the dissenter's  shares, plus interest to each
dissenter  who  has  complied  with  Section  16-10a-1323,  and  who  meets  the
requirements of Section 16-10a-1321, and who has not yet received payment.

     (2) Each payment made pursuant to Subsection (1) must be accompanied by:

     (a) (i) (A)  the  corporation's  balance  sheet  as of the end of its  most
recent fiscal year, or if not  available,  a fiscal year ending not more than 16
months before the date of payment;

     (B) an income statement for that year;

     (C) a  statement  of  changes in  shareholders'  equity for that year and a
statement of cash flow for that year, if the  corporation  customarily  provides
such statements to shareholders; and

     (D) the latest available interim financial statements, if any;

     (ii) the balance sheet and statements referred to in Subsection (i) must be
audited if the corporation  customarily provides audited financial statements to
shareholders;

     (b) a  statement  of the  corporation's  estimate  of the fair value of the
shares and the amount of interest payable with respect to the shares;

     (c) a statement of the  dissenter's  right to demand  payment under Section
16-10a-1328; and (d) a copy of this part.


                                       3



16-10a-1326.   Failure to take action.
-------------------------------------

     (1) If the effective  date of the  corporate  action  creating  dissenters'
rights under  Section  16-10a-1302  does not occur within 60 days after the date
set by the corporation as the date by which the corporation must receive payment
demands as provided in Section  16-10a-1322,  the  corporation  shall return all
deposited   certificates  and  release  the  transfer  restrictions  imposed  on
uncertificated  shares,  and all shareholders who submitted a demand for payment
pursuant  to  Section   16-10a-1323  shall  thereafter  have  all  rights  of  a
shareholder as if no demand for payment had been made.

     (2) If the effective  date of the  corporate  action  creating  dissenters'
rights under Section  16-10a-1302 occurs more than 60 days after the date set by
the  corporation  as the date by which  the  corporation  must  receive  payment
demands as provided in Section  16-10a-1322,  then the corporation  shall send a
new dissenters' notice, as provided in Section  16-10a-1322,  and the provisions
of Sections 16-10a-1323 through 16-10a-1328 shall again be applicable.

16-10a-1327.   Special   provisions   relating  to  shares  acquired  after
---------------------------------------------------------------------------
announcement of proposed corporate action.
------------------------------------------

     (1) A  corporation  may,  with the  dissenters'  notice  given  pursuant to
Section  16-10a-1322,  state the date of the first announcement to news media or
to  shareholders  of  the  terms  of  the  proposed  corporate  action  creating
dissenters'  rights under Section  16-10a-1302  and state that a shareholder who
asserts  dissenters'  rights  must  certify in  writing,  in or with the payment
demand,  whether or not he or the person on whose behalf he asserts  dissenters'
rights  acquired  beneficial  ownership  of the shares  before  that date.  With
respect to any dissenter who does not certify in writing, in or with the payment
demand that he or the person on whose  behalf the  dissenters'  rights are being
asserted,  acquired  beneficial  ownership of the shares  before that date,  the
corporation may, in lieu of making the payment provided in Section  16-10a-1325,
offer to make payment if the dissenter agrees to accept it in full  satisfaction
of his demand.

     (2) An offer to make  payment  under  Subsection  (1) shall  include  or be
accompanied by the information required by Subsection 16-10a-1325(2).

16-10a-1328.   Procedure for shareholder dissatisfied with payment or offer.
---------------------------------------------------------------------------

     (1) A dissenter who has not accepted an offer made by a  corporation  under
Section 16-10a-1327 may notify the corporation in writing of his own estimate of
the fair value of his shares and demand  payment of the estimated  amount,  plus
interest, less any payment made under Section 16-10a-1325, if:

     (a) the dissenter  believes that the amount paid under Section  16-10a-1325
or offered under Section 16-10a-1327 is less than the fair value of the shares;

     (b) the corporation fails to make payment under Section  16-10a-1325 within
60 days  after  the  date  set by the  corporation  as the date by which it must
receive the payment demand; or

     (c) the  corporation,  having failed to take the proposed  corporate action
creating  dissenters'  rights,  does not return the  deposited  certificates  or
release the transfer  restrictions imposed on uncertificated  shares as required
by Section 16-10a-1326.

     (2) A  dissenter  waives the right to demand  payment  under  this  section
unless he causes the  corporation  to receive the notice  required by Subsection
(1) within 30 days after the corporation made or offered payment for his shares.

16-10a-1330.   Judicial appraisal of shares -- Court action.
-----------------------------------------------------------

     (1) If a demand for payment under Section  16-10a-1328  remains unresolved,
the corporation  shall commence a proceeding  within 60 days after receiving the
payment demand  contemplated by Section  16-10a-1328,  and petition the court to
determine  the fair  value of the  shares  and the  amount of  interest.  If the
corporation does not commence the proceeding  within the 60-day period, it shall
pay each dissenter whose demand remains unresolved the amount demanded.

     (2) The corporation  shall commence the proceeding  described in Subsection
(1) in the  district  court of the county in this state where the  corporation's
principal  office,  or if it has no principal  office in this state,  the county
where  its  registered  office  is  located.  If the  corporation  is a  foreign
corporation  without a registered  office in this state,  it shall  commence the
proceeding  in the  county  in this  state  where the  registered  office of the
domestic  corporation merged with, or whose shares were acquired by, the foreign
corporation was located.

     (3) The  corporation  shall  make all  dissenters  who have  satisfied  the
requirements of Sections 16-10a-1321,  16-10a-1323, and 16-10a-1328,  whether or
not they are residents of this state whose demands remain unresolved, parties to
the proceeding commenced under Subsection (2) as an action against their shares.


                                       4


All such  dissenters  who are named as parties must be served with a copy of the
petition.  Service on each  dissenter may be by registered or certified  mail to
the address stated in his payment  demand made pursuant to Section  16-10a-1328.
If no  address  is  stated in the  payment  demand,  service  may be made at the
address stated in the payment demand given pursuant to Section  16-10a-1323.  If
no address is stated in the payment  demand,  service may be made at the address
shown  on the  corporation's  current  record  of  shareholders  for the  record
shareholder holding the dissenter's  shares.  Service may also be made otherwise
as provided by law.

     (4) The  jurisdiction  of the court in which the  proceeding  is  commenced
under Subsection (2) is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend decision on the question
of fair value.  The appraisers have the powers described in the order appointing
them,  or in any  amendment  to it.  The  dissenters  are  entitled  to the same
discovery rights as parties in other civil proceedings.

     (5)  Each  dissenter  made  a  party  to  the  proceeding  commenced  under
Subsection (2) is entitled to judgment:

     (a) for the amount, if any, by which the court finds that the fair value of
his shares, plus interest,  exceeds the amount paid by the corporation  pursuant
to Section 16-10a-1325; or

     (b) for the fair value,  plus interest,  of the dissenter's  after-acquired
shares for which the  corporation  elected to  withhold  payment  under  Section
16-10a-1327.

16-10a-1331.   Court costs and counsel fees.
-------------------------------------------

     (1)  The  court  in  an  appraisal   proceeding   commenced  under  Section
16-10a-1330  shall  determine  all  costs  of  the  proceeding,   including  the
reasonable  compensation and expenses of appraisers  appointed by the court. The
court shall assess the costs against the corporation,  except that the court may
assess costs against all or some of the  dissenters,  in amounts the court finds
equitable,  to the extent the court finds that the dissenters acted arbitrarily,
vexatiously,   or  not  in  good  faith  in  demanding   payment  under  Section
16-10a-1328.

     (2) The court may also assess the fees and  expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:

     (a) against the  corporation  and in favor of any or all  dissenters if the
court finds the corporation did not  substantially  comply with the requirements
of Sections 16-10a-1320 through 16-10a-1328; or

     (b) against either the corporation or one or more  dissenters,  in favor of
any other  party,  if the court finds that the party  against  whom the fees and
expenses are assessed acted arbitrarily,  vexatiously, or not in good faith with
respect to the rights provided by this part.

     (3) If the court finds that the services of counsel for any dissenter  were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to those counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.


                                       5