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<TYPE>EX-3.28
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<FILENAME>p68936exv3w28.txt
<DESCRIPTION>EXHIBIT 3.28
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                                                                    EXHIBIT 3.28

                                   BY-LAWS OF

                              FOURTEEN PAC COMPANY

                              A NEVADA CORPORATION

                                                             DATE: July 26, 1999

                                    ARTICLE I

SECTION 1. Offices:


The principal office of the corporation in the State of Arizona shall be located
at such place as the Board of Directors may from time to time select. The
corporation may have such other offices either within or without the State of
Arizona as the Board of Directors may designate or as the business of the
corporation may require from time to time.

                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 1. Annual Meeting:

The annual meeting of the shareholders of the corporation shall be held on the
first Monday in July of each year, at the office of the corporation in the State
of Arizona or otherwise as provided in the notice of said meeting. The purpose
of said annual meeting shall be for election of directors and for the purpose of
transacting such other business as may be brought before said meeting. The Board
of Directors may change the time and place of the annual meeting providing such
change of time and place be preceded by a notice of such change to all
stockholders of record. If said day of the annual meeting is a legal holiday,
then said meeting shall be held on the next ensuing day not a holiday.

SECTION 2. Notice of Shareholders Meeting:

Written or printed notice stating the place, day and hour of the meeting and, in
case of a special meeting, the purposes for which the meeting is called, shall
be delivered not less than ten or more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer book of the
corporation, with postage thereon prepaid. Provided, however, that notice of any
meeting of shareholders whether regular or special, may be waived either before,
at or after such meeting.

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SECTION 3. Special Meetings:

Special meetings of the shareholders may be called by the President, the Board
of Directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting. All meetings of the shareholders may be held
within or without the State of Arizona. Notice of the special meeting will be
had as provided under Section 2 of this Article.

SECTION 4. Voting:

Voting at all shareholders meetings. A shareholder may vote either in person or
by proxy executed in writing by the shareholder or by his duly authorized
Attorney in Fact. No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided by the proxy.

SECTION 5. Quorum Requirements:

A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, the majority of the shares so represented may adjourn the meeting
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 originally called.

SECTION 6. Tellers:

At all meetings of shareholders, the Chairman may appoint three tellers who
shall act as inspectors of elections and determine the validity of the proxies
and press upon the qualifications of all persons offering to vote at each
meeting and count the ballots. The election shall be by secret ballot, or in
case there is only one nomination for a certain office, the election may be by
acclamation. Each shareholder of record shall be entitled to one vote for each
share of stock held by him.

SECTION 7. Order of Business:

         1st.     All persons claiming to hold proxies shall present them to the
                  tellers for verification.

         2nd.     Proof of due notice of meeting when applicable.

         3rd.     Reading and disposal of all unapproved minutes.

         4th.     Reports of officers and committees.

         5th.     Election of Directors.

         6th.     Unfinished business.

         7th.     New business.

         8th.     Adjournment.

                                       2
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                                   ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1. Number and Term of Office:

A board of one (1) to three (3) Directors shall be chosen annually by the
stockholders at their annual meeting. The holders of the majority of the
outstanding shares of stock entitled to vote may at any time pre-emptorily
terminate the term of office of all or any of the Directors by a vote at a
meeting called for such purposes. Such removal shall be effective immediately
even if successors are not elected simultaneously and the vacancies of the Board
of Directors resulting therefrom shall be filled by the stockholders, or by the
Board of Directors as provided in Section 2 hereof.

SECTION 2. Vacancies:

In case of any vacancy among the Directors through death, resignation,
disqualification or other cause, the remaining Directors though less than a
quorum, shall by vote of a majority of their number elect a successor to hold
office for the unexpired portion of the term of the Director whose place shall
be vacant.

SECTION 3. Regular Meetings:

After the adjournment of the annual meeting of the stockholders of the company,
the newly elected Directors shall meet for the purpose of organization, the
election of officers, and the transaction of such other business as may come
before said meeting. No notice shall be required for such meeting. The meeting
may be held within or without the State of Arizona.

SECTION 4. Special Meeting:

Special meetings of the Board of Directors shall be held at the place specified
called therefor, and notice thereof. Said special meeting of the Board of
Directors may be called at any time by the President or by any two members of
the Board giving written notice thereof to the President of said corporation, or
said special meeting may be called without notice by unanimous written consent
of all the members by the presence of all the members of said board at any such
meeting. The special meetings of the Board of Directors may be held within or
without the State of Arizona.

SECTION 5. Quorum:

A majority of the Board of Directors shall constitute a quorum for the
transaction of business, except where otherwise provided by statute or by these
By-Laws but if any meeting of the Board be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained.

                                       3
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SECTION 6. Order of Business:

The Board of Directors may, from time to time, determine the order of business
at their meetings. The usual order of business at such meetings shall be as
follows:

                  1st.     Roll Call; a quorum being present.

                  2nd.     Reading of minutes of preceding meeting and action
                           thereon.

                  3rd.     Consideration of communications of the Board of
                           Directors.

                  4th.     Reports of officials and committees.

                  5th.     Unfinished business.

                  6th.     Miscellaneous business.

                  7th.     New business.

                  8th.     Adjournment.

                                   ARTICLE IV

                               POWERS OF DIRECTORS

SECTION 1. Generally:

The Government in control of the corporation shall be vested in the Board of
Directors.

SECTION 2. Special Powers:

The Board of Directors shall have, in addition to its other powers, the express
right to exercise the following powers:

         1.       To purchase, lease, and acquire, in any lawful manner any and
                  all real or personal property including franchises, stocks,
                  bonds and debentures of other companies, business and good
                  will, patents, trademarks in contracts, and Interests
                  thereunder, and other rights and properties which in their
                  judgment may be beneficial for the purpose of this
                  corporation, and to issue shares of stock of this corporation
                  in payment of such property, and in payment for services
                  rendered to this corporation, when they deem it advisable.

         2.       To fix and determine and to vary, from time to time, the
                  amount or amounts to be set aside or retained as reserve funds
                  or as working capital of this corporation.

                                       4
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         3.       To issue notes and other obligations or evidences of the debt
                  of this corporation, and to secure the same, if deemed
                  advisable, and endorse and guarantee notes, bonds, stocks, and
                  other obligations of corporations with or without compensation
                  for so doing, and from time to time to sell, assign, transfer
                  or otherwise dispose of any of the property of this
                  corporation, subject, however, to the laws of the State of
                  Arizona, governing the disposition of the entire assets and
                  business of the corporation as a going concern.

         4.       To declare and pay dividends, both in the form of money and
                  stock, but only from the surplus or from the net profit
                  arising from the business of this corporation, after deducting
                  therefrom the amounts, at the time when any dividend is
                  declared which shall have been set aside by the Directors as a
                  reserve fund or as a working fund.

                                    ARTICLE V

SECTION 1. Committees:

From time to time the Board of Directors, by affirmative vote of a majority of
the whole Board may appoint any committee or committees for any purpose or
purposes, and such committee or comittees, shall have and may exercise such
powers as shall be conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no time have more
power than that authorized by the Arizona statutes regulating the appointment of
committees.

                                   ARTICLE VI

                                    OFFICERS

SECTION 1. Officers:

And the officers of the corporation shall consist of a President and Secretary,
and such other officers as shall from time to time be provided for by the Board
of Directors. Such officers shall be elected by ballot or unanimous acclamation
at the meeting of the Board of Directors after the annual election of Directors.
In order to hold any election there shall be a quorum present, and any officer
receiving a majority vote shall be declared elected and shall hold office for
one year and until his or her respective successor shall have been duly elected
and qualified; provided, however, that all officers, agents and employees of the
corporation shall be subject to removal from office pre-emptorily by vote of the
Board of Directors at any meeting.

                                       5
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SECTION 2. Powers and Duties of President:

The President shall at all times be subject to the control of the Board of
Directors. He shall have general charge of the affairs of the corporation. He
shall supervise over and direct all officers and employees of the corporation
and see that their duties are properly performed. The President, in conjunction
with the Secretary, shall sign and execute all contracts, notes, mortgages, and
all other obligations in the name of the corporation, and with the Secretary
shall sign all certificates of the shares of the capital stock of the
corporation. The President shall preside at all meetings of the shareholders and
of the Board of Directors and by virtue of his office he shall be a member and
Chairman of the executive committee if one is appointed. The President shall
each year present an annual report of the preceding year's business to the Board
of Directors at a meeting to be held immediately preceding the annual meeting of
the shareholders, which report shall be read at the annual meeting of the
shareholders. The President shall do and perform such other duties as from time
to time may be assigned by the Board of Directors to him.

SECTION 3. Powers and Duties of the Secretary:

The Secretary of said corporation shall keep the minutes of all meetings of the
Board of Directors and the minutes of all meetings of the shareholders, and also
when requested by a committee, the minutes of such committee, in books provided
for the purpose. He shall attend to the giving and serving of notice of the
corporation. It shall be the duty of the Secretary to sign with the President,
in the name of the corporation, all contracts, notes, mortgages, and other
instruments and other obligations authorized by the Board of Directors, and when
so ordered by the Board of Directors, he shall affix the Seal of Corporation
thereto. The Secretary shall have charge of all books, documents, and papers
properly belonging to his office, and of such other books and papers as the
Board of Directors may direct.

SECTION 4. Powers and Duties of Treasurer:

The Treasurer, if one is appointed, shall have the care and custody of all funds
and securities of the corporation, and deposit the same in the name of the
corporation in such bank or banks or other depository as the Directors may
select. He shall pay out and dispose of funds of the corporation under the
direction of the Board of Directors, but checks may be signed as directed by the
Board by resolution. It shall be the duty of the Treasurer at all reasonable
time to exhibit his books and accounts to any Director or stockholder of the
corporation upon application at the office of the corporation during business
hours, and generally perform the duties of and act as the financial agent for
the corporation for the receipts and disbursements of its funds. He shall give
such bond for the faithful performance of his duties as the Board of Directors
may determine. The office of the Treasurer of said corporation may be hold by
the same person holding the President, Vice-President, or Secretary's office,
provided the Board of Directors indicates the combination of these offices.

                                       6
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                                   ARTICLE VII

                  STOCK AND CERTIFICATES AND TRANSFERS

SECTION 1. Stock and Certificates and Transfers:

All certificates for the shares of the capital stock of the corporation shall be
signed by the President and Secretary. All certificates shall be consecutively
numbered in progression beginning with number one. Each certificate shall show
upon its face that the corporation is organized under the laws of Arizona, the
number and par value, if any, of each share represented by it, the name of the
person owning the shares represented thereby, with the number of each share and
the date of issue, and that the stock thereby represented is transferable only
upon the books of the corporation and upon the signing of such certificates. A
stock transfer record shall be kept, in which shall be entered the number of
each certificate issued and the name of the person owning the shares thereby
represented, with the number of such shares and the date of issue. The transfer
of any share or shares of stock in the corporation may be made by surrender of
the certificate issued therefor, and the written assignment thereof by the owner
or his duly authorized Attorney in Fact. Upon such surrender and assignment, a
new certificate shall be issued to the Assignee as he may be entitled, but
without such surrender and assignment no transfer of stock shall be recognized
by the corporation. The Board of Directors shall have the power concerning the
issue, transfer and registration of certificate for agents and registrars of
transfer, and may require all stock certificates to bear signatures of either or
both. The stock transfer books shall be closed ten days before each meeting of
the shareholders and during such period no stock shall be transferred.

SECTION 2. Pre-Emptive Rights:

Any issue or shares or securities of the corporation in addition to the shares
subscribed to or issued at the date of these By-Laws shall be first offered
prorate to the shareholders of record in relation to their then existing
percentage of ownership of the outstanding stock of this corporation. Such
pre-emptive rights shall apply to any original authorized but unissued stock of
this corporation.

                                  ARTICLE VIII

                                   FISCAL YEAR

SECTION 1. Fiscal Year:

The fiscal year of the corporation shall commence with the opening of business
on the first day of April of each year and shall close on the 31st day of March
of each year.

                                       7
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                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

SECTION 1. Amendment of By-Laws:

The By-Laws may be amended by a majority vote of all shareholders of this
corporation entitled to vote at a regular annual meeting or at a special meeting
called for that purpose. Also, said By-Laws may be altered or amended by a
majority vote of the Board of Directors of said corporation at any special
meeting called for that object and purpose, and provided all the Directors are
given legal notice of the object and purpose of said meeting.

The foregoing By-Laws are hereby accepted and adopted as the By-Laws of said
corporation, and we, the undersigned, do hereby certify that the above foregoing
By-Laws are duly adopted by the Board of Directors and that the same do now
constitute the By-Laws of this corporation.

                                                 /s/ Charles J. Bayer
                                                 ------------------------------
                                                 President: Charles J. Bayer

ATTEST:

/s/ Rex C. Nowlan
------------------------------
Secretary: Rex C. Nowlan

(CORPORATE SEAL)

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