<TABLE>
<S>
                               Harry H.  Kim
                               ATTORNEY-AT-LAW
                Telephone: (310) 312-3257FAX: (310) 312-3798
                      Internet Address: HHK@MSK.COM

                                                            FILE NO: 25552-30

                            July 31, 1998
VIA EDGAR


Securities and Exchange Commission                        
450 Fifth Street N.W.             
Washington, D.C. 20549-1004       

          Re:  SBB, Inc. Registration Statement on Form S-8 

Ladies and Gentlemen:

          Transmitted herewith for immediate filing please find one
complete copy of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the proposed offering of 453,323 additional shares of
common stock, par value $0.001 per share, of SBB,  Inc ("Registrant") to be
issued in connection with Registrant's Stock Bonus Agreement. A single copy of
the Registration Statement is being filed in reliance upon Rule 309(b) of
Regulation S-T.   

          A filing fee of $9.37, calculated pursuant to Rules 457(c) and
457(h)(1) and paid pursuant to General Instruction E to Form S-8, has been
previously wired to the account of the Securities and Exchange Commission at
the Mellon Bank.


<S>
                           Sincerely,
                                
                          /s/ Harry Kim
                                
                         Harry H.  Kim
                               for
                 Mitchell Silberberg & Knupp LLP



As filed with the Securities and Exchange Commission on July 31, 1998         
      
                                                 Registration No. 333-_____ 
                                                                      
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________
                               FORM S-8
                   REGISTRATION STATEMENT UNDER THE
                        SECURITIES ACT OF 1933
                    ______________________________

                             SBB, INC.
                         ____________________
            (Exact Name of Registrant as Specified in Charter)

       NEVADA                                    93-0915593
 (Jurisdiction of Incorporation
   or Organization)                          (I.R.S. Employer
                                             Identification Number)

                          
                    4350 EXECUTIVE DRIVE SUITE 220                    
                     SAN DIEGO, CALIFORNIA 92121
               (Address of Principal Executive Offices)


                   SBB, INC. STOCK BONUS AGREEMENT
                       (Full title of the Plan)

                          ALLEN J. PORTNOY
                    4350 EXECUTIVE DRIVE SUITE 220                    
                     SAN DIEGO, CALIFORNIA 92121
                             619-546-0550
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
                                   
                                   
                     Copies of communications to:
                                   
                         Alan L. Pepper, Esq.
                   Mitchell, Silberberg & Knupp LLP
                     11377 West Olympic Boulevard
                  Los Angeles, California 90064-1683
                            (310) 312-3155

                   CALCULATION OF REGISTRATION FEE

<S>                       <C>         <C>         <C>         <C>
                                      Proposed    Proposed    
Title of                              Maximum     Maximum     
Securities                Amount      Offering    Aggregate   Amount of
to be                     to be       Price       Offering    Registration
Registered                Registered  Per Share   Price       Fee

                                                              
Common Stock, par 
value $.001 per share     453,323     $0.07(1)    $31,732.61(1)$9.37(1)
                                                  
(1)Computed pursuant to Rules 457(c) and 457(h)(1) based on the book value of 
the Common Stock on July 24, 1998.There is no market for the Common Stock.
                                           
                                                              
</TABLE>


     PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     This Registration Statement on Form S-8 is filed pursuant to General
Instruction E for the purpose of registering shares of Common Stock of SBB, 
Inc.  (the "Registrant") issuable under the SBB, Inc. Stock Bonus 
Agreement.  The information set forth below is incorporated by reference
in this Registration Statement as provided by General Instruction E and as 
otherwise provided by the General Instructions to Form S-8.  The Registrant 
hereby incorporates by reference in this Registration Statement the 
following documents filed with the Commission by the Registrant pursuant to 
the Exchange Act of 1934, as amended:
     
     1.   The Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 1997;

     2.   The Registrant's Quarterly Report on Form 10-QSB for the quarter
          ended March 31, 1998;

     3.   All other reports filed by the Registrant or the Plan pursuant to
          Sections 13(a) or 15(d) of the Exchange Act since the end of the 
          fiscal year covered by the annual report referred to in paragraph
          1, above.

     All documents and other reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then 
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents or reports.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

ITEM 4.               DESCRIPTION OF SECURITIES

     The Registrant's authorized capital stock consists of (i) 50,000,000
shares of Common Stock, par value $.001 per share, of which 12,546,677 shares 
were outstanding as of the date of this Registration Statement, (ii)
1,000 shares of Class A Preferred Stock,  par value $.001 per share, with
other terms or preferences to be set by the Registrant's board of directors,
none of which are outstanding as of the date of this Registration Statement, 
(iii) 1,000 shares of Class B Preferred Stock,  par value $.001 per share, 
with other terms or preferences to be set by the Registrant's board of 
directors, none of which are outstanding as of the date of this Registration 
Statement and  (iv) 1,000 shares of Class C Preferred Stock,  par value 
$.001 per share, with other terms or preferences to be set by the Registrant's 
board of directors, none of which are outstanding as of the date of this 
Registration Statement. Each share of Common Stock has equal rights as to 
voting and in the event of dissolution and liquidation.  There is no 
cumulative voting by shareholders.  Shareholders have no preemptive rights 
to acquire any shares of Registrant. 

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada General
Corporation Law ("NGCL") empowers a corporation 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, suit or proceeding, whether civil, criminal, 
administrative or investigative (except in an action by or in the right of 
the corporation) by reason of the fact that he 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 or enterprise, against expenses, including attorneys' fees, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding, if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceedings, had no reasonable cause to believe his 
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, does not, of itself, create a presumption that the person 
did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe his action was unlawful.

          Subsection 2 of Section 78.7502 of the NGCL empowers a corporation
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 acted in any of the capacities set forth above, against expenses, 
including amounts paid in settlement and attorneys' fees, actually and 
reasonably incurred by him in connection with the defense or settlement of 
such action or suit if he acted in accordance with the standard set forth 
above, except that no indemnification may be made in respect of any claim, 
issue or matter as to which such person shall have been adjudged by a court 
of competent jurisdiction after exhaustion of all appeals therefrom to be 
liable to the corporation or for amounts paid in settlement to the 
corporation unless and only to the extent that the court in which such 
action or suit was brought or other court of competent jurisdiction 
determines that, in view of all the circumstances of the case, such person 
is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper. 

          Section 78.751 of the NGCL provides that unless indemnification is
ordered by a court, the determination to provide indemnification must be 
made by the stockholders, by a majority vote of a quorum of the board of 
directors who were not parties to the action, suit or proceeding, or in 
certain circumstances by independent legal counsel in a written opinion.  In 
addition, the articles of incorporation, bylaws or an agreement made by the 
corporation may provide for the payment of the expenses of a director or 
officer of the expenses of defending an action as incurred upon receipt of 
an undertaking to repay the amount if it is ultimately determined by a court
of competent jurisdiction that the person is not entitled to indemnification
Section 78.751 of the NGCL further provides that, to the extent a director or
officer of a corporation has been successful on the merits or otherwise in 
the defense of any action, suit or proceeding referred to in subsection
(1) and (2), or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith; that indemnification 
provided for by Section 78.751 of the NGCL shall not be deemed exclusive of 
any other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors
and administrators. 

          Finally, Section 78.752 of the NGCL empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or 
incurred by him in any such capacity or arising out of his status as such 
whether or not the corporation would have the authority to indemnify him 
against such liabilities and expenses.

          The Registrant's articles of incorporation provide that, as the
board of directors of the Registrant may provide from time to time in the 
bylaws or by resolution, the Registrant may indemnify its officers, 
directors, agents and other persons to the full extent permitted by the laws
of the State of Nevada.  The Registrant's bylaws provide for indemnification
of officer, directors and others and purchase of insurance pursuant to 
provisions based on the foregoing provisions of the NGCL.      
          

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED 

     Not applicable.


ITEM 8.                        EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated
     herein by reference.


ITEM 9.                     UNDERTAKINGS 

     The Registrant hereby undertakes:

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, California, 
on July 28, 1998.

                                SBB, INC.

                               By:  /s/ Allen Portnoy
                               Allen J. Portnoy
                               Chairman of the Board and 
                               Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, Registration
Statement on Form S-8 has been signed by the following persons in the 
capacities and on the date indicated.

<TABLE>
<S>                           <C>                               <C>
Signatures                    Title                             Date
                                                    
                                                    

/s/ Allen Portnoy
Allen J. Portnoy           Chief Executive Officer,       July 28, 1998
                           Secretary and Director            
                                                    

/s/William H. Ervine       President and Director         July 28, 1998
William H. Ervine,Jr.                               


/s/Jack Alexander          Chief Financial Officer        July 28, 1998
Jack C. Alexander                                      

/s/Stephen Storey          Director                       July 28, 1998
Stephen A.  Storey                                      
                                                    
/s/ Max  S. Kissell        Director                       July 29, 1998
Max S. Kissell                                          

                                                    
</TABLE>

                                    
<TABLE>
<S>    <C>                                             <C>
                              INDEX TO EXHIBITS     
                                                          
     Exhibit  No.        Exhibit                                         

         4.1             SBB, Inc. Stock Bonus Agreement              
                                                       

         4.2             Articles of Incorporation, as amended           
                                                       
         4.3             Bylaws                                          
                                                       
          5             Opinion of Mitchell, Silberberg & Knupp LLP     
                        re: legality                                    

        23.1            Consent of Mitchell, Silberberg & Knupp LLP     
                        (included in its opinion contained in Exhibit 5)
                                                       
        23.2            Consent of Crouch Bierwolf & Company, CPA       
                                                       
</TABLE>

                                                             Exhibit 4.1

                    SBB, INC. STOCK BONUS AGREEMENT

     This Stock Bonus Agreement (the "Agreement") is made as of the ___ day of
July 1998, by and between SBB, Inc., a Nevada corporation (the "Company"), and
Robert Beaton ("Recipient") with respect to the following facts.

     A.   Recipient has in the past performed services for the Company as a
          consultant and independent contractor.

     B.   The Company desires to afford Recipient the opportunity to acquire a 
          direct proprietary interest and stake in the success of the 
          Company as compensation for Recipient's past services to the 
          Company.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for other good and valuable consideration, the 
parties hereto agree as follows:

     l.   Bonus of Stock.  Subject to the terms and conditions contained
herein, the Company hereby grants to Recipient, and Recipient hereby accepts 
from the Company, Four Hundred Fifty-Three Thousand Three Hundred Twenty-
Three (453,323) shares (the "Shares") of the Company's common stock, par 
value $0.001 per share (the "Common Stock"). The Shares shall be issued to 
Recipient without the payment of any cash purchase price to the Company.  
The parties acknowledge and agree that there is no trading market in the 
Common Stock and their estimate of the fair market value of the Shares as of
the date hereof is Seven Cents ($0.07) per Share.

     2.   Filing of S-8 Registration Statement; Recipient's Receipt of
Prospectus.  The issuance and delivery of the Shares shall be conditioned 
pon (i) the filing by the Company with the Securities and Exchange 
Commission of a Registration Statement on Form S-8 with respect to the 
Shares and such Registration Statement becoming effective; and (ii) delivery
by the Company and receipt by Recipient of a prospectus with respect to the 
Shares.  

     3.   Employment Relationships.  Nothing in this Agreement shall confer,
or be deemed to confer, upon Recipient any right to be retained as an 
independent contractor or consultant by or to be employed by the Company or 
any of its subsidiaries.

     4.   Payment of Income Taxes. Recipient is responsible for paying when
due all income taxes, including estimated taxes, incurred as a result of the
issuance of Shares. Recipient covenants and agrees to indemnify the Company 
for any claims, costs, losses, fees, penalties, interest or damages, 
including, without limitation, attorneys' fees and costs, suffered by
Company as a result of Recipient's failure to comply with this provision.

     5.   Miscellaneous.

          5.1  Severability.  If any term, provision, covenant, or condition
of this Agreement is held by a court or other tribunal of competent 
jurisdiction to be invalid, void, or unenforceable, the rest of the 
Agreement shall remain in full force and effect and shall in no way be 
affected, impaired, or invalidated.

          5.2  Effect of Headings.  The subject headings of the paragraphs and
subparagraphs of this Agreement are included for the purpose of convenience
only, and shall not affect the construction or interpretation of its 
provisions.


          5.3  Binding Effect.  This Agreement shall be binding on the parties
hereto and on each of their heirs, executors, administrators, successors, 
and assigns, except as expressly provided for herein.

          5.4  Gender and Number.  All pronouns and any variation thereof
shall be deemed to refer to the masculine, feminine, or neuter and to the 
singular or plural as the identity of the person or persons may require for
proper interpretation of this Agreement.

          5.5  Entire Agreement.  This Agreement constitutes the entire 
understanding between the parties with respect to the subject matter hereof.  
The Agreement may be amended only by a writing signed by both parties.

          5.6  Further Acts.  The parties agree to consent to and to execute
such other and additional documents as may be required to effectuate the 
provisions of this Agreement.

          5.7  Counterparts.  This Agreement may be executed in counterparts
and all so executed shall constitute one Agreement which shall be binding on
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.

          5.8  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable
to agreements made and to be fully performed therein.

     
IN WITNESS WHEREOF, the parties have executed this Stock Bonus Agreement as of
the day and year first above written.

SBB, INC

By:______________________________
     Robert B. Wallace
     President

RECIPIENT

_________________________________
Robert Beaton

                                                               Exhibit 4.2

                       ARTICLES OF INCORPORATION
                                   OF
                           SBB, INC., INC.
                    
     The undersigned, a natural person being more than eighteen years of age, 
acting as incorporator of a corporation pursuant to the provisions of the 
General Corporation Laws of the State of Nevada, does hereby adopt the 
following Articles of Incorporation for such corporation:

                               Article I
                                  Name

     The name of the corporation is SBB, Inc., Inc.


                               Article II
                                Duration

     The duration of the corporation is perpetual.

                              Article III
                                Purposes

     The purposes for which this corporation is organized are:

     Section 1.  To engage in any lawful business or activity which may be 
conducted under the laws of the State of Nevada or any other state or nation 
wherein this corporation shall be authorized to transact business.

     Section 2.  To purchase or otherwise acquire, own, mortgage, sell, 
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal 
in and with real and personal property, of every kind, class, and description.

     Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.

     Section 4.  To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations 
(private, public or municipal), political subdivisions of the United States 
or with the Government of the United States.

     Section 5.  To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.

     Section 6.  To borrow money, without limitation, and give a lien on any
of its property as security for any borrowing.

     Section 7.  To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and good will 
of any one or more persons, firms, associations, or corporations either 
within or out of the State of Nevada heretofore or hereafter engaged in any 
business for which a corporation may now or hereafter be organized under the
laws of the State of Nevada; pay for the same in cash, property or the 
corporation's own or other securities; hold, operate, reorganize, liquidate,
sell or in any manner dispose of the whole or any part thereof; and in 
connection therewith, assume or guaranty performance of any liabilities,
obligations or contracts of such persons, firms, associations or 
corporations, and to conduct the whole or any part of any business thus 
acquired.

     Section 8.  To purchase, receive, take, acquire or otherwise acquire, own 
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of, 
pledge, use, cancel, and otherwise deal in and with the corporation's shares
and its other securities from time to time to the extent, in the manner and 
upon terms determined by the Board of Directors; provided that the 
corporation shall not use its funds or property for the purchase of its own
shares of capital stock when its capital is impaired or when the purchase 
would cause any impairment of the corporation's capital, except to the extent
permitted by law.

     Section 9.  To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any 
commonwealth, territory, agency or instrumentality of the United States of 
America, or of any foreign country, a corporation or corporations for the 
purpose of conducting and promoting any business or purpose for which 
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.

     Section 10.  To do each and every thing necessary, suitable or proper for 
the accomplishment of any of the purposes or the attainment of any of the 
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the corporation.

                               Article IV
                             Capitalization

     Section 1  The authorized capital of this corporation shall consist of
the following stock:

     a.   Fifty million common shares, par value $.001 per share.  Each 
common share shall have equal rights as to voting and in the event of 
dissolution and liquidation.  There shall be no cumulative voting by 
shareholders.

         b.  One thousand shares of Class A Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

         c.   One thousand shares of Class B Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

         d.   One thousand shares of Class C Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

     Section 2. The shareholders shall have no preemptive rights to acquire
any shares of this corporation.

     Section 3.  The common and preferred stock of the corporation, after the 
amount of the subscription price has been paid in, shall not be subject to 
assessment to pay the debts of the corporation.


                               Article V
                            Principal Office

     The address of the registered office of the corporation is 3340 Topaz 
#210 Las Vegas, Nevada 89121  and the registered agent at that address is 
Sherry A. McEvoy.  The corporation may maintain such other offices, either 
within or out of the State of Nevada, as the Board of Directors may from 
time to time determine or the business of the corporation may require.


                               Article VI
                               Directors

     The corporation shall be governed by a Board of Directors.  There shall
be one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy.  The 
original Board of Directors shall be comprised of one (1) person and the 
name and address of the person who is to serve as director until the first 
annual meeting of shareholders and until successors are elected and shall is:

          Nathan W. Drage
          3340 Topaz #210
          Las Vegas, Nevada 89121
                                                  
                              Article VII
                            Indemnification

     As the Board of Directors may from time to time provide in the By-laws or 
by resolution, the corporation may indemnify its officers, directors, agents 
and other persons to the full extent permitted by the laws of the State of 
Nevada.

                              Article VIII
                              Incorporator

     The name and address of the incorporator is:

          Nathan W. Drage
          3340 Topaz #210
          Las Vegas, Nevada 89121


     Dated this 23rd day of December, 1997

                                       /s/ Nathan Drage          
                                       Nathan W. Drage

                                                                      

                          ARTICLES OF MERGER
                                  OF

                              SBB, INC.
                         (A Utah Corporation)

                                 INTO

                           SBB, INC., INC.
                        (A Nevada Corporation)


          The Undersigned, being sole Director of SBB, INC., a Utah 
corporation, and the sole officer and director of SBB, INC., INC., a Nevada 
corporation, hereby certify as follows:

          1.   A plan of merger for the purpose of changing domicile has been 
adopted and approved by the board of directors of SBB, Inc., a Utah 
corporation, and SBB, INC., INC., a Nevada corporation.

          2.   Shareholders owning 85,000 of the shares of common stock of
SBB, Inc., a Utah corporation, voted in favor of such plan of merger on August 
15, 1997.  The sole shareholder of SBB, INC., INC., a Nevada corporation, voted
for such plan of merger on  December 24, 1997.

          3.   A Notice and summarization of the Plan of Merger was mailed to 
all shareholders of the Utah corporation on or about August 4, 1997.

          4.   SBB, INC., INC., a Nevada corporation, hereby agrees that it will
promptly pay to the dissenting shareholders, if any, of SBB, Inc., a Utah 
corporation, the amount, if any, to which they shall be entitled under the 
provisions of the Utah Corporations Statutes with respect to the right of 
dissenting shareholders.


Dated this ____ day of January, 1998

SBB, INC.,                         SBB, INC., INC.,
a Utah corporation                 a Nevada corporation


By:/s/ John P. Stovall  By:        /s/ John P.Stovall
   John P. Stovall                    John P. Stovall
   President/Secretary                President/Secretary


                  PLAN OF MERGER AND REORGANIZATION


          This Plan of Merger and Reorganization (hereinafter "the Plan") is
made and entered into the date below, by and between SBB, Inc. of Utah (the 
"Company") and a corporation to be formed in Nevada and to be known as SBB, 
Inc., Inc. (hereinafter "SBB Nevada").

          WHEREAS, the Company desires to change domicile to the State of
Nevada to take advantage of the corporate environment within that state; and

          WHEREAS, a change of domicile for a corporation is accomplished
through the formation of, and merger with, a wholly owned subsidiary.

          THEREFORE, the Company hereby agrees to reorganize as follows:

          1.   The Company shall merge into SBB Nevada whereby SBB Nevada
shall be the surviving company wherein all shares of the Company's common 
stock shall be exchanged for shares in SBB Nevada on a share-for-share basis.

          2.   SBB Nevada shall own all assets and assume all liabilities of
the Company.
                                             

EFFECTIVE THE 15TH DAY OF AUGUST, 1997. SBB, INC. (UTAH)


                                By: /s/ John P. Stovall            
                                   John P. Stovall



                                SBB, INC. (NEVADA)


                                By:/s/ John P. Stovall            
                                   John P. Stovall

                        ARTICLES OF AMENDMENT
                                OF THE
                      ARTICLES OF INCORPORATION
                                  OF
                            SBB, INC. INC.


          Pursuant to the provisions of the Nevada Business Corporations Act,
as amended, the Undersigned corporation adopts the following amendment to the 
Articles ofIncorporation, as amended.

          1.   The following amendment of the Articles of Incorporation was
adopted by unanimous consent of the sole shareholder of the corporation 
effective December 24, 1997 to correct a typographical error.  Said articles
are hereby amended and shall read as follows:

                              Article I
                                 Name

          The name of the corporation is SBB, Inc.

          2.   The number of shares of the corporation outstanding at the time 
of adoption was 1,000; and the number of shares entitled to consent thereon 
was the same.

          3.   The sole shareholder representing all 1,000 issued and
outstanding shares consented in favor of the amendment.


Effective the 24th day of December, 1997

                                /s/ Robert Wallace                    
                                Robert Wallace, President/Secretary






                                   



                                                             Exhibit 4.3
                              SBB., INC.
                                BY-LAWS
                          ARTICLE I. --OFFICES

a.  Office

          The principal office of the corporation within the State of Nevada
shall be located at such location as shall be determined by the board of 
directors.

b.  Other Offices

         The corporation may also have such other offices, either within or 
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

a.   Annual Meeting

          An annual meeting of the stockholders, for the selection of
directors to succeed those whose terms expire and for the transaction of such 
other business as may properly come before the meeting, shall be held at a 
location designated by the Board of Directors on the second Tuesday day in 
January, or if such date shall fall on a holiday, the net business day 
thereafter.

b.   Special Meetings

          Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the President, the chief officer, or their holders of not less than 
one-tenth of all the shares entitled to vote at the meeting, and shall be 
held at such place, on such date, and at such time as they or he shall fix.

c.    Notice of Meetings

          Written notice of the place, date and time of all meetings of the 
stockholders shall be given, not less than ten (10) nor more than (60) days 
before the date on which the meeting is to be held, to each stockholder 
entitled to vote at such meeting, except as otherwise provided herein or 
required by law (meaning, here and hereinafter, as required from time to 
time by the laws of the State of Nevada or the Articles of Incorporation).

         When a meeting is adjourned to another place, date or time, written 
notice need not be given of the adjourned meeting if the place, date and time 
thereof are announced at the meeting at which the adjournment is taken; 
provided, however, that if the date of any adjourned meeting is more than 
thirty days after the date for which the meeting was originally noticed, or 
if a new record date is fixed for the adjourned meeting, written notice of 
the place, date, and time of the adjourned meeting shall be given in 
conformity herewith.  At any adjourned meeting, any business may be 
transacted which might have been transacted at the original meeting.

d.    Quorum

          At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person, 
or by proxy, shall constitute a quorum for all purposes, unless or except to 
the extent that the presence of a larger number may be required by law.

          If a quorum shall fail to attend any meeting, the chairman of the 
meeting or the holders of a majority of the shares of the stock entitled to 
vote who are present, in person or by proxy, may adjourn the meeting to 
another place, date or time.

          If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held 
with those present constituting a quorum, then except as otherwise required by 
law, those present at such adjourned meeting shall constitute a quorum, and 
all matters shall be determined by a majority of the votes cast at such 
meeting.

e.    Organization

          Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who
is present shall call to order any meetings of the stockholders and act as 
chairman of the meeting.  In the absence of the Secretary of the corporation, 
the secretary of the meeting shall be such person as the chairman appoints.

f.    Conduct of Business

          The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation 
of the manner of voting and the conduct of discussion as seen to him in order.

g.    Proxies and Voting

          At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing 
filed in accordance with the procedure established for the meeting.

          Each stockholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the 
meeting, except as otherwise provided herein or required by law.

          All voting, except on the election of directors and where otherwise 
required by law, may be by a voice vote; provided, however, that upon demand 
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be 
taken.  Every stock vote shall be taken by ballots, each of which shall state 
the name of the stockholder or proxy voting and such other information as may 
be required under the procedure established for the meeting.  Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the 
chairman of the meeting.

          If a quorum is present, the affirmative vote of the majority of the 
shares represented at the meeting and entitled to vote on the subject matter 
shall be the act of the stockholders, unless the vote of a greater number or 
voting by class is required by law, the Articles of Incorporation, or these 
By-laws.

h.    Stock List

          A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares 
registered in his name, shall be open to the examination of any such 
stockholder, for any purpose germane to the meeting, during ordinary business 
hours for a period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at
the place where the meeting is to be held.

          The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such 
stockholder who is present. This list shall presumptively determine the 
identity of the stockholders entitled to vote at the meeting and the number 
of shares held by each of them.

i.    Participation in Meetings by Conference Telephone

          Any action, except the election of directors, which may be taken by
the vote of the  stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a 
majority of the voting power; provided;

     i.   That if any greater proportion of voting power is required for such 
          action at a meeting, then such greater proportion of written consents
          shall be required; and

     ii.  That this general provision shall not supercede any specific
          provision for action by written consent required by law.


                       13. -- BOARD OF DIRECTORS

a.    Number and Term of Office

          The number of directors who shall constitute the whole board shall
be such number not less than one (1) nor more than seven (7) as the Board of 
directors shall at the time have designated.  Each director shall be selected 
for a term of one year and until his successor is elected and qualified, 
except as otherwise provided herein or required by law.

          Whenever the authorized number of directors is increased between 
annual meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term 
and until their successors are elected and qualified.  Any decrease in the 
authorized number of directors shall not become effective until the 
expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being 
eliminated by the decrease.

b.    Vacancies

          If the office of any director becomes vacant by reason of death, 
resignation, disqualification, removal or other cause, a majority of the 
directors remaining in office, although less than a quorum, may elect a 
successor for the unexpired term and until his successor is elected and 
qualified.

c.    Regular Meetings

          Regular meetings of the Board of Directors shall be held at such
places, on such date or dates, and at such time or times as shall have been 
established by the Board of Directors and publicized among all directors.  A 
notice of each regular meeting shall not be required.

d.    Special Meetings

          Special meetings of the Board of Directors may be called by on-third
of the directors then in office or by the chief executive officer and shall be 
held at such place, on such date and at such time as they or he shall fix.  
Notice of the place, date and time of each such special meeting shall be 
given by each director ry whom it is not waived by mailing written notice 
not less than three days before the meeting or by telegraphing the same not 
less than eighteen hours before the meeting.  Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.

e.    Quorum

          At any meeting of the Board of Directors, a majority of the total 
number of the whole board shall constitute a quorum for all purposes.  If a 
quorum shall fail to attend any meeting, a majority of those present may 
adjourn the meeting to another place, date or time, without further notice or 
waiver thereof.

f.    Participation in Meetings by Conference Telephone

          Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference 
telephone or similar communications equipment that enables all persons 
participating in the meeting to hear each other.  Such participation shall 
constitute presence in person at such meeting.

g.    Conduct of Business

          At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the board may from time to time 
determine, and all matters shall be determined by the vote of a majority of 
the directors present, except as otherwise provided herein or required by 
law.  Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the Board of Directors.

h.    Powers

          The Board of Directors may, except as otherwise required by law, 
exercise all such powers and do all such acts and things as may be exercised 
or done by the corporation, including, without limiting the generality of 
the foregoing, the unqualified power:

     i.   To declare dividends from time to time in accordance with law; 

     ii.  To purchase or otherwise acquire any property, rights or privileges
          on such terms as it shall determine;

     iii. To authorize the creation, making and issuance, in such form as it may
          determine, of written obligations of every kind, negotiable or non-
          negotiable, secured or unsecured, and to do all things necessary in
          connection therewith;

     iv.  To remove any officer of the corporation with or without cause, and 
          from time to time to devolve the powers and duties of any officer 
          upon any other person for the time being;

     v.   To confer upon any officer of the corporation the power to appoint, 
          remove and suspend subordinate officers and agents;

     vi.  To adopt from time to time such stock option, stock purchase, bonus or
          other compensation plans for directors, officers and agents of the
          corporation and its subsidiaries as it may determine; and 

     vii. To adopt from time to time such insurance, retirement and other 
          benefit plans for directors, officers and agents of the corporation
          and its subsidiaries as it may determine; and 

    viii. To adopt from time to time regulations, not inconsistent with
          these By-laws, for the management of the corporation's business 
          and affairs.

i.    Compensation of Directors

          Directors, as such, may receive, pursuant to resolution of the Board 
of Directors, fixed fees and other compensation for their services as 
directors, including, without limitation, their services as members of 
committees of the directors.

j.    Interested Directors

          No contract or other transaction between the corporation and one or 
more of its directors or officers, or between the corporation and any 
corporation, firm or association in which one or more of its directors or 
officers are directors or officers or are financially interested, is either 
void or voidable solely for this reason or solely because any such director
or officer is present at the meeting of the board of directors or a 
committee thereof which authorizes or approves the contract or transaction, 
or because the vote or votes of common or interested directors are counted 
for such purpose, if the circumstances specified in any of the following 
paragraphs exist:

     i.   The fact of the common directorship or financial interest is
          disclosed or known to the board of directors or committee and noted 
          in the minutes, and  the board or committee authorizes, approves 
          or ratifies the  contract or transaction in good faith by a vote 
          sufficient for the purpose  without counting the vote or votes of
          such director or directors.

     ii.  The fact of the common directorship or financial interest is
          disclosed or known to the stockholders, and they approve or ratify 
          the contract or transaction in good faith by a majority vote or 
          written consent of stockholders holding a majority of the shares 
          entitled to vote; the vote of the common or interested directors or 
          officers shall be counted in any such vote of stockholders.

     iii. The contract or transaction is fair as to the corporation at the
          time it is authorized or approved.

          Common or interested directors may be counted in determining the 
presence of a quorum at a meeting of the board of directors or a committee 
thereof which authorizes, approves or ratifies a contract or transaction, 
and if the votes of the common or interested are not counted at such 
meeting, then a majority of the disinterested directors may authorize, 
approve or ratify a contract or transaction.

k.    Loans

          The corporation shall not lend money to or use its credit to assist 
its officers, directors or other control persons without authorization in 
the particular case by the stockholders, but may lend money to and use its 
credit to assist any employee, excluding such officers, directors or other 
control persons of the corporation or of a subsidiary, if such loan or 
assistance benefits the corporation.

                          ARTICLE IV. -- COMMITTEES

a.    Committees of the Board of Directors

          The Board of Directors, by vote of a majority of the whole board,
may from time to time designate committees of the board, with such lawfully 
delegable powers and duties as it thereby confers, to serve at the pleasure of 
the board and shall, for those  committees and any other provided for 
herein, elect a director or directors to serve as the member or members, 
designating, if it desires, other directors as alternative members who may 
replace any absent or disqualified member at any meeting of the committee. 
Any committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend to or authorize the issuance of stock if the 
resolution which designates the committee or a supplemental resolution of the
Board of Directors shall so provide.  In the absence or disqualification of 
any member of any committee and any alternate member in his place, the 
member or members of the committee present at the meeting and not 
disqualified from voting, whether or not he or they constitute a
quorum, may be unanimous vote appoint another member of the Board of Directors 
to act at the meeting in the place of the absent or disqualified member.

b.    Conduct of Business

          Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as 
otherwise provided herein or required by law.  Adequate provision shall be made
for notice to members of all meetings; a majority of the members shall 
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be 
determined by a majority vote of the members present.  Action may be taken by 
any committee without a meeting if all members thereof consent thereto in 
writing, and the writing or writings are filed with the minutes of the 
proceedings of such committee.

                           ARTICLE V. -- OFFICERS

a. Generally

          The officers of the corporation shall consist of a president, one or 
more vice-presidents, a secretary, a treasurer and such other subordinate 
officers as may from time to time be appointed by the Board of Directors.  
Officers shall be elected by the Board of Directors, which shall consider 
that subject at its first meeting after every annual meeting of stockholders.
Each officer shall hold his office until his successor is elected and 
qualified or until his earlier resignation or removal.  Any number of 
offices may be held by the same person, except that the offices of president 
and secretary shall not be held by the same person.

b.    President

          The president shall be the chief executive officer of the 
corporation.  Subject to the provisions of these By-laws and to the direction 
of the Board of Directors, he shall have the responsibility for the general 
management and control of the affairs and business of the corporation and 
shall perform all duties and have all powers which are commonly incident to 
the office of chief executive or which are delegated to him by the Board of 
Directors.  He shall have power to sign all stock certificates, contracts and
other instruments of the corporation which are authorized.  He shall have 
general supervision and direction of all of the other officers and agents of 
the corporation.

c.    Vice-President

          Each vice-president shall perform such duties as the Board of
Directors shall prescribe.  In the absence or disability of the President, the 
vice-president who has served in such capacity for the longest time shall 
perform the duties and exercise the powers of the president.

d.    Treasurer

          The treasurer shall have the custody of the monies and securities of 
the corporation and shall keep regular books of account.  He shall make such 
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial 
condition of the corporation.

e.    Secretary

          The secretary shall issue all authorized notices from, and shall
keep minutes of, all meetings of the stockholders and the Board of Directors.  
He shall have charge of the corporate books.

f.    Delegation of Authority

          The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any 
provision hereof.

g.    Removal

          Any officer of the corporation may be removed at any time, with or 
without cause, by the Board of Directors.

h.    Action with Respect to Securities of Other Corporation

          Unless otherwise directed by the Board of Directors, the president 
shall have power to vote and otherwise act on behalf of the corporation, in 
person or by proxy, at any meeting of stockholders of or with respect to any 
action of stockholders of any other corporation in which this corporation may 
hold securities and otherwise to exercise any and all rights and powers 
which this corporation may possess by reason of its ownership of securities in 
such other corporation.

                ARTICLE VI. -- INDEMNIFICATION OF DIRECTORS, 
                                  OFFICERS AND OTHERS

a.    Generally

          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 suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the  corporation)
by reason of the fact that he 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 
attorney's fees), judgements, fines and amount paid in settlement actually 
and reasonably incurred by him in connection with such action, suit or 
proceeding if he acted in good faith and in a manner he reasonably believed 
to be in or not opposed to the best interests of the corporation, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  The termination of any action, suit or 
proceeding by judgment, order, settlement, conviction, or upon a plea of 
nolo contendere or items equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which 
he reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was lawful.

          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 
judgement in its favor by reason of the fact that he 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 attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation and except that no 
indemnification shall be made in respect of any claim, issue or matter as to 
which such person shall have been adjudged to be liable for negligence or 
misconduct in the performance of his duty to the corporation unless and only 
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably 
entitled to indemnify for such expenses which such court shall deem proper.  

b.    Expenses

          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 Section 6.1 of this Article, or in 
defense of any claim, issue or matter therein, he shall be indemnified 
against expenses (including attorney's fees) actually and reasonably 
incurred by him in connection therewith.  Expenses incurred in defending a 
civil or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in Section 6.3 of this Article upon 
receipt of an undertaking by or on behalf of the director, officer, employee 
or agent to repay such amount unless it shall ultimately be determined that he 
is entitled to be indemnified by the corporation as authorized in this Article.

c.    Determination by Board of Directors

          Any indemnification under Section 6.1 of this Article (unless 
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, 
officer, employee or agent is proper in the circumstances because he has met 
the applicable standard of conduct set forth in Section 6.1 of this Article.
Such determination shall be made by the Board of Directors by a majority 
vote of a quorum of the disinterested directors, by the shareholder, or by
independent legal counsel in a written opinion.

d.    Not Exclusive of Other Rights

          The indemnification provided by this Article shall not be deemed 
exclusive of any other rights to which those indemnified may be entitled under 
any by-law, agreement, vote of shareholders or interested directors or 
otherwise, both as to action in his 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, executors and administrators of such a person.

e.    Insurance

          The corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted against him 
and incurred by him in any such capacity or arising out of his status as such, 
whether or not the corporation would have the power to indemnify him against 
such liability under the provisions of this Article.

          The corporation's indemnity of any person who 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, shall be 
reduced by any amounts such person may collect as indemnification (i) under 
any policy of insurance purchased and maintained on his behalf by the 
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.

f.    Violation of Law

          Nothing contained in this Article, or elsewhere in these By-laws, 
shall operate to indemnify any director or officer if such indemnification is 
for any reason contrary to law, either as a matter of public policy, or under 
the provisions of the Federal Securities Act of 1933, the Securities Exchange 
Act of 1934, or any other applicable state or federal law.

g.    Coverage

          For the purposes of this Article, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or 
was a director, officer, employee or agent of such constituent corporation as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise shall stand in the same position 
under the provisions of this Article with respect to the resulting or 
surviving corporation as he would if he had served the resulting or surviving 
corporation in the same capacity.

                              ARTICLE VII. -- STOCK

a.   Certificates of Stock

          Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or a Vice-president, and by the 
Secretary or an Assistant Secretary, or the Treasurer or an Assistant 
Treasurer, certifying the number of shares owned by him.  Any of or all the 
signatures on the certificate may be facsimile.

b.    Transfers of Stock

          Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation.  Except where a 
certificate is issued in accordance with Section 7.4 of Article VII of these
By-laws, an outstanding certificate for the number of shares involved shall 
be surrendered for cancellation before a new certificate is issued therefor.

c.    Record Date

          The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for the 
other action hereinafter described, as of which there shall be determined 
the stockholders who are entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof; to express consent to corporate 
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to 
any other lawful action.

d.    Lost, Stolen or Destroyed Certificates

          In the event of the loss, theft or destruction of any certificate of 
stock, another may be issued in its place pursuant to such regulations as the 
Board of Directors may establish concerning proof of such loss, theft or 
destruction and concerning the giving of a satisfactory bond or bonds of 
indemnity.

e.    Regulations

          The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors 
may establish.

                             ARTICLE VIII. -- NOTICES


a.    Notices

          Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice.  Such notice may in every instance be effectively given by 
depositing a writing in a post office or letter box, in a postpaid, scaled 
wrapper, or by dispatching a prepaid telegram, addressed to such stockholder, 
director, officer, or agent at his or her address as the same appears on the
books of the corporation.  The time when such notice is dispatched shall be 
the time of the giving of the notice.

b.    Waivers

          A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which 
notice is given, shall be deemed equivalent to the notice required to be 
given to such stockholder, director, officer or agent.  Neither the business 
nor the purpose of any meeting need be specified in such a waiver.

                          ARTICLE IX. -- MISCELLANEOUS

a.    Facsimile Signatures

          In addition to the provisions for the use of the facsimile signatures
elsewhere specifically authorized in these By-laws, facsimile signatures of
any officer or officers of the corporation may be used whenever and as 
authorized by the Board of Directors of a committee thereof.

b.    Corporate Seal

          The Board of Directors may provide a suitable seal, containing the
name of the corporation, which seal shall be in the charge of the secretary.  
If and when so directed by the Board of Directors or a committee thereof, 
duplicates of the seal may be kept and used by the treasurer or by the 
assistant secretary or assistant treasurer.

c.    Reliance Upon Books, Reports and Records

          Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of 
account or other records of the corporation, including reports made to the 
corporation by any of its officers, by an independent certified public 
accountant, or by an appraiser selected with reasonable care.

d.    Fiscal Year

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

e.   Time Periods

          In applying any of these By-laws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days 
shall be used, the day of the doing of the act shall be excluded and the day
of the event shall be included.

                          ARTICLE X. -- AMENDMENTS

a.    Amendments

          These By-laws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.

                        CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS

          That the undersigned does hereby certify that the undersigned is the
secretary of SBB, Inc., a corporation duly organized and existing under and
by virtue of the laws of the State of Nevada; that the above and foregoing 
By-laws of said corporation were duly and regularly adopted as such by the 
Board of Directors of said corporation by unanimous consent dated May 11, 
1998; and that the above and foregoing By-laws are now in full force and 
effect.

          Dated this 11th day of May 1998.


                                                                              
           Nathan Drage    

                                                            Exhibit 23.2

                        CONSENT OF INDEPENDENT AUDITORS  
   
     We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-_______) pertaining to the SBB Stock Bonus 
Agreement, of our report dated March 10, 1998 with respect to the 
consolidated financial statements of SBB, Inc. included in the Annual Report 
on Form 10-KSB for the year ended December 31, 1997.  
   
                                                  
                                         Crouch, Bierwolf & Chisholm 
   
Salt Lake City, Utah 
July 28, 1998  

                                                                  Exhibit 5

                             July 28, 1998


[S]                               [C]
SBB, Inc.                         
4505 South Wasatch Blvd., #330    
Salt Lake City, Utah 84124        
                                  

          Re:  Registration Statement on Form S-8

Dear Sirs:

          You have requested the opinion of this firm with respect to certain
matters in connection with the Registration Statement on Form S-8 proposed to 
be filed by you under the Securities Act of 1993, as amended (the "Securities 
Act"), for the purpose of registering the offer and sale of  453,323 authorized
but unissued shares (the "Shares") of Common Stock, $0.001 par value (the 
"Common Stock"), of SBB, Inc. (the "Company") issuable pursuant to that 
certain SSBI Stock Bonus Agreement, to be entered into between the Company 
and Robert Beaton (the "Agreement").

          For the purpose of rendering the opinions contained in this opinion
letter, we have examined copies of:

               (a)  The form of the Agreement;

               (b)   Resolutions of the Board of Directors of the Company 
                     authorizing inter alia, the issuance of the Shares;

               (c)  Such other corporate records and other instruments as we
                    have deemed necessary or appropriate.

        In the course of our examinations and investigations, we have assumed 
the genuineness of all signatures on the original documents, and the due 
execution and delivery of all documents requiring due execution and delivery 
for the effectiveness thereof.

          Based upon and subject to the foregoing, and in reliance thereon,
and subject to the assumptions set forth herein, it is our opinion that the 
issuance of the Shares will be duly authorized and when issued and delivered 
in accordance with the terms of the Agreement, the Shares will be legally 
issued, fully paid and nonassessable.

          We consent to the filing of this opinion with the Registration
Statement.   In giving our consent, we do not hereby admit that we come within 
the category of persons whose consent is required under Section 7 of the 
Securities Act or the rules or regulations thereunder. 

        This opinion letter is given as of the date hereof and we assume no 
obligation to advise you of any change that may hereafter be brought to our 
attention.

                              Very truly yours,

                              MITCHELL, SILBERBERG & KNUPP LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 71958}]
{"company-data": {"conformed-name": "SBB INC", "cik": "0000787811", "assigned-sic": "6792", "irs-number": "930915593", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60453", "film-number": "98675831"}, "business-address": {"street1": "3018 S STATE ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84115"}, "mail-address": {"street1": "3018 SOUTH STATE ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84115"}}
Harry H.  Kim
                               ATTORNEY-AT-LAW
                Telephone: (310) 312-3257FAX: (310) 312-3798
                      Internet Address: HHK@MSK.COM

                                                            FILE NO: 25552-30

                            July 31, 1998
VIA EDGAR

Securities and Exchange Commission                        
450 Fifth Street N.W.             
Washington, D.C. 20549-1004       

          Re:  SBB, Inc. Registration Statement on Form S-8 

Ladies and Gentlemen:

          Transmitted herewith for immediate filing please find one
complete copy of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the proposed offering of 453,323 additional shares of
common stock, par value $0.001 per share, of SBB,  Inc ("Registrant") to be
issued in connection with Registrant's Stock Bonus Agreement. A single copy of
the Registration Statement is being filed in reliance upon Rule 309(b) of
Regulation S-T.   

          A filing fee of $9.37, calculated pursuant to Rules 457(c) and
457(h)(1) and paid pursuant to General Instruction E to Form S-8, has been
previously wired to the account of the Securities and Exchange Commission at
the Mellon Bank.
Sincerely,
                                
                          /s/ Harry Kim
                                
                         Harry H.  Kim
                               for
                 Mitchell Silberberg & Knupp LLP

As filed with the Securities and Exchange Commission on July 31, 1998         
      
                                                 Registration No. 333-_____ 
                                                                      
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________
                               FORM S-8
                   REGISTRATION STATEMENT UNDER THE
                        SECURITIES ACT OF 1933
                    ______________________________

                             SBB, INC.
                         ____________________
            (Exact Name of Registrant as Specified in Charter)

       NEVADA                                    93-0915593
 (Jurisdiction of Incorporation
   or Organization)                          (I.R.S. Employer
                                             Identification Number)

                          
                    4350 EXECUTIVE DRIVE SUITE 220                    
                     SAN DIEGO, CALIFORNIA 92121
               (Address of Principal Executive Offices)

                   SBB, INC. STOCK BONUS AGREEMENT
                       (Full title of the Plan)

                          ALLEN J. PORTNOY
                    4350 EXECUTIVE DRIVE SUITE 220                    
                     SAN DIEGO, CALIFORNIA 92121
                             619-546-0550
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
                                   
                                   
                     Copies of communications to:
                                   
                         Alan L. Pepper, Esq.
                   Mitchell, Silberberg & Knupp LLP
                     11377 West Olympic Boulevard
                  Los Angeles, California 90064-1683
                            (310) 312-3155

                   CALCULATION OF REGISTRATION FEE
Proposed    Proposed    
Title of                              Maximum     Maximum     
Securities                Amount      Offering    Aggregate   Amount of
to be                     to be       Price       Offering    Registration
Registered                Registered  Per Share   Price       Fee

                                                              
Common Stock, par 
value $.001 per share     453,323     $0.07(1)    $31,732.61(1)$9.37(1)
                                                  
(1)Computed pursuant to Rules 457(c) and 457(h)(1) based on the book value of 
the Common Stock on July 24, 1998.There is no market for the Common Stock.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     This Registration Statement on Form S-8 is filed pursuant to General
Instruction E for the purpose of registering shares of Common Stock of SBB, 
Inc.  (the "Registrant") issuable under the SBB, Inc. Stock Bonus 
Agreement.  The information set forth below is incorporated by reference
in this Registration Statement as provided by General Instruction E and as 
otherwise provided by the General Instructions to Form S-8.  The Registrant 
hereby incorporates by reference in this Registration Statement the 
following documents filed with the Commission by the Registrant pursuant to 
the Exchange Act of 1934, as amended:
     
     1.   The Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 1997;

     2.   The Registrant's Quarterly Report on Form 10-QSB for the quarter
          ended March 31, 1998;

     3.   All other reports filed by the Registrant or the Plan pursuant to
          Sections 13(a) or 15(d) of the Exchange Act since the end of the 
          fiscal year covered by the annual report referred to in paragraph
          1, above.

     All documents and other reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the 
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then 
remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents or reports.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

ITEM 4.               DESCRIPTION OF SECURITIES

     The Registrant's authorized capital stock consists of (i) 50,000,000
shares of Common Stock, par value $.001 per share, of which 12,546,677 shares 
were outstanding as of the date of this Registration Statement, (ii)
1,000 shares of Class A Preferred Stock,  par value $.001 per share, with
other terms or preferences to be set by the Registrant's board of directors,
none of which are outstanding as of the date of this Registration Statement, 
(iii) 1,000 shares of Class B Preferred Stock,  par value $.001 per share, 
with other terms or preferences to be set by the Registrant's board of 
directors, none of which are outstanding as of the date of this Registration 
Statement and  (iv) 1,000 shares of Class C Preferred Stock,  par value 
$.001 per share, with other terms or preferences to be set by the Registrant's 
board of directors, none of which are outstanding as of the date of this 
Registration Statement. Each share of Common Stock has equal rights as to 
voting and in the event of dissolution and liquidation.  There is no 
cumulative voting by shareholders.  Shareholders have no preemptive rights 
to acquire any shares of Registrant. 

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada General
Corporation Law ("NGCL") empowers a corporation 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, suit or proceeding, whether civil, criminal, 
administrative or investigative (except in an action by or in the right of 
the corporation) by reason of the fact that he 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 or enterprise, against expenses, including attorneys' fees, 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding, if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal action or proceedings, had no reasonable cause to believe his 
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, does not, of itself, create a presumption that the person 
did not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to
believe his action was unlawful.

          Subsection 2 of Section 78.7502 of the NGCL empowers a corporation
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 acted in any of the capacities set forth above, against expenses, 
including amounts paid in settlement and attorneys' fees, actually and 
reasonably incurred by him in connection with the defense or settlement of 
such action or suit if he acted in accordance with the standard set forth 
above, except that no indemnification may be made in respect of any claim, 
issue or matter as to which such person shall have been adjudged by a court 
of competent jurisdiction after exhaustion of all appeals therefrom to be 
liable to the corporation or for amounts paid in settlement to the 
corporation unless and only to the extent that the court in which such 
action or suit was brought or other court of competent jurisdiction 
determines that, in view of all the circumstances of the case, such person 
is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper. 

          Section 78.751 of the NGCL provides that unless indemnification is
ordered by a court, the determination to provide indemnification must be 
made by the stockholders, by a majority vote of a quorum of the board of 
directors who were not parties to the action, suit or proceeding, or in 
certain circumstances by independent legal counsel in a written opinion.  In 
addition, the articles of incorporation, bylaws or an agreement made by the 
corporation may provide for the payment of the expenses of a director or 
officer of the expenses of defending an action as incurred upon receipt of 
an undertaking to repay the amount if it is ultimately determined by a court
of competent jurisdiction that the person is not entitled to indemnification
Section 78.751 of the NGCL further provides that, to the extent a director or
officer of a corporation has been successful on the merits or otherwise in 
the defense of any action, suit or proceeding referred to in subsection
(1) and (2), or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith; that indemnification 
provided for by Section 78.751 of the NGCL shall not be deemed exclusive of 
any other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions, and to their heirs, executors
and administrators. 

          Finally, Section 78.752 of the NGCL empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or 
incurred by him in any such capacity or arising out of his status as such 
whether or not the corporation would have the authority to indemnify him 
against such liabilities and expenses.

          The Registrant's articles of incorporation provide that, as the
board of directors of the Registrant may provide from time to time in the 
bylaws or by resolution, the Registrant may indemnify its officers, 
directors, agents and other persons to the full extent permitted by the laws
of the State of Nevada.  The Registrant's bylaws provide for indemnification
of officer, directors and others and purchase of insurance pursuant to 
provisions based on the foregoing provisions of the NGCL.      
          

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED 

     Not applicable.

ITEM 8.                        EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated
     herein by reference.

ITEM 9.                     UNDERTAKINGS 

     The Registrant hereby undertakes:

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Los Angeles, California, 
on July 28, 1998.

                                SBB, INC.

                               By:  /s/ Allen Portnoy
                               Allen J. Portnoy
                               Chairman of the Board and 
                               Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, Registration
Statement on Form S-8 has been signed by the following persons in the 
capacities and on the date indicated.
Signatures                    Title                             Date
                                                    
                                                    

/s/ Allen Portnoy
Allen J. Portnoy           Chief Executive Officer,       July 28, 1998
                           Secretary and Director            
                                                    

/s/William H. Ervine       President and Director         July 28, 1998
William H. Ervine,Jr.                               

/s/Jack Alexander          Chief Financial Officer        July 28, 1998
Jack C. Alexander                                      

/s/Stephen Storey          Director                       July 28, 1998
Stephen A.  Storey                                      
                                                    
/s/ Max  S. Kissell        Director                       July 29, 1998
Max S. Kissell
INDEX TO EXHIBITS     
                                                          
     Exhibit  No.        Exhibit                                         

         4.1             SBB, Inc. Stock Bonus Agreement              
                                                       

         4.2             Articles of Incorporation, as amended           
                                                       
         4.3             Bylaws                                          
                                                       
          5             Opinion of Mitchell, Silberberg & Knupp LLP     
                        re: legality                                    

        23.1            Consent of Mitchell, Silberberg & Knupp LLP     
                        (included in its opinion contained in Exhibit 5)
                                                       
        23.2            Consent of Crouch Bierwolf & Company, CPA
Exhibit 4.1

                    SBB, INC. STOCK BONUS AGREEMENT

     This Stock Bonus Agreement (the "Agreement") is made as of the ___ day of
July 1998, by and between SBB, Inc., a Nevada corporation (the "Company"), and
Robert Beaton ("Recipient") with respect to the following facts.

     A.   Recipient has in the past performed services for the Company as a
          consultant and independent contractor.

     B.   The Company desires to afford Recipient the opportunity to acquire a 
          direct proprietary interest and stake in the success of the 
          Company as compensation for Recipient's past services to the 
          Company.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for other good and valuable consideration, the 
parties hereto agree as follows:

     l.   Bonus of Stock.  Subject to the terms and conditions contained
herein, the Company hereby grants to Recipient, and Recipient hereby accepts 
from the Company, Four Hundred Fifty-Three Thousand Three Hundred Twenty-
Three (453,323) shares (the "Shares") of the Company's common stock, par 
value $0.001 per share (the "Common Stock"). The Shares shall be issued to 
Recipient without the payment of any cash purchase price to the Company.  
The parties acknowledge and agree that there is no trading market in the 
Common Stock and their estimate of the fair market value of the Shares as of
the date hereof is Seven Cents ($0.07) per Share.

     2.   Filing of S-8 Registration Statement; Recipient's Receipt of
Prospectus.  The issuance and delivery of the Shares shall be conditioned 
pon (i) the filing by the Company with the Securities and Exchange 
Commission of a Registration Statement on Form S-8 with respect to the 
Shares and such Registration Statement becoming effective; and (ii) delivery
by the Company and receipt by Recipient of a prospectus with respect to the 
Shares.  

     3.   Employment Relationships.  Nothing in this Agreement shall confer,
or be deemed to confer, upon Recipient any right to be retained as an 
independent contractor or consultant by or to be employed by the Company or 
any of its subsidiaries.

     4.   Payment of Income Taxes. Recipient is responsible for paying when
due all income taxes, including estimated taxes, incurred as a result of the
issuance of Shares. Recipient covenants and agrees to indemnify the Company 
for any claims, costs, losses, fees, penalties, interest or damages, 
including, without limitation, attorneys' fees and costs, suffered by
Company as a result of Recipient's failure to comply with this provision.

     5.   Miscellaneous.

          5.1  Severability.  If any term, provision, covenant, or condition
of this Agreement is held by a court or other tribunal of competent 
jurisdiction to be invalid, void, or unenforceable, the rest of the 
Agreement shall remain in full force and effect and shall in no way be 
affected, impaired, or invalidated.

          5.2  Effect of Headings.  The subject headings of the paragraphs and
subparagraphs of this Agreement are included for the purpose of convenience
only, and shall not affect the construction or interpretation of its 
provisions.

          5.3  Binding Effect.  This Agreement shall be binding on the parties
hereto and on each of their heirs, executors, administrators, successors, 
and assigns, except as expressly provided for herein.

          5.4  Gender and Number.  All pronouns and any variation thereof
shall be deemed to refer to the masculine, feminine, or neuter and to the 
singular or plural as the identity of the person or persons may require for
proper interpretation of this Agreement.

          5.5  Entire Agreement.  This Agreement constitutes the entire 
understanding between the parties with respect to the subject matter hereof.  
The Agreement may be amended only by a writing signed by both parties.

          5.6  Further Acts.  The parties agree to consent to and to execute
such other and additional documents as may be required to effectuate the 
provisions of this Agreement.

          5.7  Counterparts.  This Agreement may be executed in counterparts
and all so executed shall constitute one Agreement which shall be binding on
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.

          5.8  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable
to agreements made and to be fully performed therein.

     
IN WITNESS WHEREOF, the parties have executed this Stock Bonus Agreement as of
the day and year first above written.

SBB, INC

By:______________________________
     Robert B. Wallace
     President

RECIPIENT

_________________________________
Robert Beaton

                                                               Exhibit 4.2

                       ARTICLES OF INCORPORATION
                                   OF
                           SBB, INC., INC.
                    
     The undersigned, a natural person being more than eighteen years of age, 
acting as incorporator of a corporation pursuant to the provisions of the 
General Corporation Laws of the State of Nevada, does hereby adopt the 
following Articles of Incorporation for such corporation:

                               Article I
                                  Name

     The name of the corporation is SBB, Inc., Inc.

                               Article II
                                Duration

     The duration of the corporation is perpetual.

                              Article III
                                Purposes

     The purposes for which this corporation is organized are:

     Section 1.  To engage in any lawful business or activity which may be 
conducted under the laws of the State of Nevada or any other state or nation 
wherein this corporation shall be authorized to transact business.

     Section 2.  To purchase or otherwise acquire, own, mortgage, sell, 
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal 
in and with real and personal property, of every kind, class, and description.

     Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.

     Section 4.  To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations 
(private, public or municipal), political subdivisions of the United States 
or with the Government of the United States.

     Section 5.  To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.

     Section 6.  To borrow money, without limitation, and give a lien on any
of its property as security for any borrowing.

     Section 7.  To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and good will 
of any one or more persons, firms, associations, or corporations either 
within or out of the State of Nevada heretofore or hereafter engaged in any 
business for which a corporation may now or hereafter be organized under the
laws of the State of Nevada; pay for the same in cash, property or the 
corporation's own or other securities; hold, operate, reorganize, liquidate,
sell or in any manner dispose of the whole or any part thereof; and in 
connection therewith, assume or guaranty performance of any liabilities,
obligations or contracts of such persons, firms, associations or 
corporations, and to conduct the whole or any part of any business thus 
acquired.

     Section 8.  To purchase, receive, take, acquire or otherwise acquire, own 
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of, 
pledge, use, cancel, and otherwise deal in and with the corporation's shares
and its other securities from time to time to the extent, in the manner and 
upon terms determined by the Board of Directors; provided that the 
corporation shall not use its funds or property for the purchase of its own
shares of capital stock when its capital is impaired or when the purchase 
would cause any impairment of the corporation's capital, except to the extent
permitted by law.

     Section 9.  To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any 
commonwealth, territory, agency or instrumentality of the United States of 
America, or of any foreign country, a corporation or corporations for the 
purpose of conducting and promoting any business or purpose for which 
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.

     Section 10.  To do each and every thing necessary, suitable or proper for 
the accomplishment of any of the purposes or the attainment of any of the 
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the corporation.

                               Article IV
                             Capitalization

     Section 1  The authorized capital of this corporation shall consist of
the following stock:

     a.   Fifty million common shares, par value $.001 per share.  Each 
common share shall have equal rights as to voting and in the event of 
dissolution and liquidation.  There shall be no cumulative voting by 
shareholders.

         b.  One thousand shares of Class A Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

         c.   One thousand shares of Class B Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

         d.   One thousand shares of Class C Preferred stock, $.001 par value,
with other terms or preferences to be set by the Board of Directors.

     Section 2. The shareholders shall have no preemptive rights to acquire
any shares of this corporation.

     Section 3.  The common and preferred stock of the corporation, after the 
amount of the subscription price has been paid in, shall not be subject to 
assessment to pay the debts of the corporation.

                               Article V
                            Principal Office

     The address of the registered office of the corporation is 3340 Topaz 
#210 Las Vegas, Nevada 89121  and the registered agent at that address is 
Sherry A. McEvoy.  The corporation may maintain such other offices, either 
within or out of the State of Nevada, as the Board of Directors may from 
time to time determine or the business of the corporation may require.

                               Article VI
                               Directors

     The corporation shall be governed by a Board of Directors.  There shall
be one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy.  The 
original Board of Directors shall be comprised of one (1) person and the 
name and address of the person who is to serve as director until the first 
annual meeting of shareholders and until successors are elected and shall is:

          Nathan W. Drage
          3340 Topaz #210
          Las Vegas, Nevada 89121
                                                  
                              Article VII
                            Indemnification

     As the Board of Directors may from time to time provide in the By-laws or 
by resolution, the corporation may indemnify its officers, directors, agents 
and other persons to the full extent permitted by the laws of the State of 
Nevada.

                              Article VIII
                              Incorporator

     The name and address of the incorporator is:

          Nathan W. Drage
          3340 Topaz #210
          Las Vegas, Nevada 89121

     Dated this 23rd day of December, 1997

                                       /s/ Nathan Drage          
                                       Nathan W. Drage

                                                                      

                          ARTICLES OF MERGER
                                  OF

                              SBB, INC.
                         (A Utah Corporation)

                                 INTO

                           SBB, INC., INC.
                        (A Nevada Corporation)

          The Undersigned, being sole Director of SBB, INC., a Utah 
corporation, and the sole officer and director of SBB, INC., INC., a Nevada 
corporation, hereby certify as follows:

          1.   A plan of merger for the purpose of changing domicile has been 
adopted and approved by the board of directors of SBB, Inc., a Utah 
corporation, and SBB, INC., INC., a Nevada corporation.

          2.   Shareholders owning 85,000 of the shares of common stock of
SBB, Inc., a Utah corporation, voted in favor of such plan of merger on August 
15, 1997.  The sole shareholder of SBB, INC., INC., a Nevada corporation, voted
for such plan of merger on  December 24, 1997.

          3.   A Notice and summarization of the Plan of Merger was mailed to 
all shareholders of the Utah corporation on or about August 4, 1997.

          4.   SBB, INC., INC., a Nevada corporation, hereby agrees that it will
promptly pay to the dissenting shareholders, if any, of SBB, Inc., a Utah 
corporation, the amount, if any, to which they shall be entitled under the 
provisions of the Utah Corporations Statutes with respect to the right of 
dissenting shareholders.

Dated this ____ day of January, 1998

SBB, INC.,                         SBB, INC., INC.,
a Utah corporation                 a Nevada corporation

By:/s/ John P. Stovall  By:        /s/ John P.Stovall
   John P. Stovall                    John P. Stovall
   President/Secretary                President/Secretary

                  PLAN OF MERGER AND REORGANIZATION

          This Plan of Merger and Reorganization (hereinafter "the Plan") is
made and entered into the date below, by and between SBB, Inc. of Utah (the 
"Company") and a corporation to be formed in Nevada and to be known as SBB, 
Inc., Inc. (hereinafter "SBB Nevada").

          WHEREAS, the Company desires to change domicile to the State of
Nevada to take advantage of the corporate environment within that state; and

          WHEREAS, a change of domicile for a corporation is accomplished
through the formation of, and merger with, a wholly owned subsidiary.

          THEREFORE, the Company hereby agrees to reorganize as follows:

          1.   The Company shall merge into SBB Nevada whereby SBB Nevada
shall be the surviving company wherein all shares of the Company's common 
stock shall be exchanged for shares in SBB Nevada on a share-for-share basis.

          2.   SBB Nevada shall own all assets and assume all liabilities of
the Company.
                                             

EFFECTIVE THE 15TH DAY OF AUGUST, 1997. SBB, INC. (UTAH)

                                By: /s/ John P. Stovall            
                                   John P. Stovall

                                SBB, INC. (NEVADA)

                                By:/s/ John P. Stovall            
                                   John P. Stovall

                        ARTICLES OF AMENDMENT
                                OF THE
                      ARTICLES OF INCORPORATION
                                  OF
                            SBB, INC. INC.

          Pursuant to the provisions of the Nevada Business Corporations Act,
as amended, the Undersigned corporation adopts the following amendment to the 
Articles ofIncorporation, as amended.

          1.   The following amendment of the Articles of Incorporation was
adopted by unanimous consent of the sole shareholder of the corporation 
effective December 24, 1997 to correct a typographical error.  Said articles
are hereby amended and shall read as follows:

                              Article I
                                 Name

          The name of the corporation is SBB, Inc.

          2.   The number of shares of the corporation outstanding at the time 
of adoption was 1,000; and the number of shares entitled to consent thereon 
was the same.

          3.   The sole shareholder representing all 1,000 issued and
outstanding shares consented in favor of the amendment.

Effective the 24th day of December, 1997

                                /s/ Robert Wallace                    
                                Robert Wallace, President/Secretary

                                   

                                                             Exhibit 4.3
                              SBB., INC.
                                BY-LAWS
                          ARTICLE I. --OFFICES

a.  Office

          The principal office of the corporation within the State of Nevada
shall be located at such location as shall be determined by the board of 
directors.

b.  Other Offices

         The corporation may also have such other offices, either within or 
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

a.   Annual Meeting

          An annual meeting of the stockholders, for the selection of
directors to succeed those whose terms expire and for the transaction of such 
other business as may properly come before the meeting, shall be held at a 
location designated by the Board of Directors on the second Tuesday day in 
January, or if such date shall fall on a holiday, the net business day 
thereafter.

b.   Special Meetings

          Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors, the President, the chief officer, or their holders of not less than 
one-tenth of all the shares entitled to vote at the meeting, and shall be 
held at such place, on such date, and at such time as they or he shall fix.

c.    Notice of Meetings

          Written notice of the place, date and time of all meetings of the 
stockholders shall be given, not less than ten (10) nor more than (60) days 
before the date on which the meeting is to be held, to each stockholder 
entitled to vote at such meeting, except as otherwise provided herein or 
required by law (meaning, here and hereinafter, as required from time to 
time by the laws of the State of Nevada or the Articles of Incorporation).

         When a meeting is adjourned to another place, date or time, written 
notice need not be given of the adjourned meeting if the place, date and time 
thereof are announced at the meeting at which the adjournment is taken; 
provided, however, that if the date of any adjourned meeting is more than 
thirty days after the date for which the meeting was originally noticed, or 
if a new record date is fixed for the adjourned meeting, written notice of 
the place, date, and time of the adjourned meeting shall be given in 
conformity herewith.  At any adjourned meeting, any business may be 
transacted which might have been transacted at the original meeting.

d.    Quorum

          At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person, 
or by proxy, shall constitute a quorum for all purposes, unless or except to 
the extent that the presence of a larger number may be required by law.

          If a quorum shall fail to attend any meeting, the chairman of the 
meeting or the holders of a majority of the shares of the stock entitled to 
vote who are present, in person or by proxy, may adjourn the meeting to 
another place, date or time.

          If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held 
with those present constituting a quorum, then except as otherwise required by 
law, those present at such adjourned meeting shall constitute a quorum, and 
all matters shall be determined by a majority of the votes cast at such 
meeting.

e.    Organization

          Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who
is present shall call to order any meetings of the stockholders and act as 
chairman of the meeting.  In the absence of the Secretary of the corporation, 
the secretary of the meeting shall be such person as the chairman appoints.

f.    Conduct of Business

          The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation 
of the manner of voting and the conduct of discussion as seen to him in order.

g.    Proxies and Voting

          At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing 
filed in accordance with the procedure established for the meeting.

          Each stockholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the 
meeting, except as otherwise provided herein or required by law.

          All voting, except on the election of directors and where otherwise 
required by law, may be by a voice vote; provided, however, that upon demand 
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be 
taken.  Every stock vote shall be taken by ballots, each of which shall state 
the name of the stockholder or proxy voting and such other information as may 
be required under the procedure established for the meeting.  Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the 
chairman of the meeting.

          If a quorum is present, the affirmative vote of the majority of the 
shares represented at the meeting and entitled to vote on the subject matter 
shall be the act of the stockholders, unless the vote of a greater number or 
voting by class is required by law, the Articles of Incorporation, or these 
By-laws.

h.    Stock List

          A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares 
registered in his name, shall be open to the examination of any such 
stockholder, for any purpose germane to the meeting, during ordinary business 
hours for a period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at
the place where the meeting is to be held.

          The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such 
stockholder who is present. This list shall presumptively determine the 
identity of the stockholders entitled to vote at the meeting and the number 
of shares held by each of them.

i.    Participation in Meetings by Conference Telephone

          Any action, except the election of directors, which may be taken by
the vote of the  stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a 
majority of the voting power; provided;

     i.   That if any greater proportion of voting power is required for such 
          action at a meeting, then such greater proportion of written consents
          shall be required; and

     ii.  That this general provision shall not supercede any specific
          provision for action by written consent required by law.

                       13. -- BOARD OF DIRECTORS

a.    Number and Term of Office

          The number of directors who shall constitute the whole board shall
be such number not less than one (1) nor more than seven (7) as the Board of 
directors shall at the time have designated.  Each director shall be selected 
for a term of one year and until his successor is elected and qualified, 
except as otherwise provided herein or required by law.

          Whenever the authorized number of directors is increased between 
annual meetings of the stockholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term 
and until their successors are elected and qualified.  Any decrease in the 
authorized number of directors shall not become effective until the 
expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being 
eliminated by the decrease.

b.    Vacancies

          If the office of any director becomes vacant by reason of death, 
resignation, disqualification, removal or other cause, a majority of the 
directors remaining in office, although less than a quorum, may elect a 
successor for the unexpired term and until his successor is elected and 
qualified.

c.    Regular Meetings

          Regular meetings of the Board of Directors shall be held at such
places, on such date or dates, and at such time or times as shall have been 
established by the Board of Directors and publicized among all directors.  A 
notice of each regular meeting shall not be required.

d.    Special Meetings

          Special meetings of the Board of Directors may be called by on-third
of the directors then in office or by the chief executive officer and shall be 
held at such place, on such date and at such time as they or he shall fix.  
Notice of the place, date and time of each such special meeting shall be 
given by each director ry whom it is not waived by mailing written notice 
not less than three days before the meeting or by telegraphing the same not 
less than eighteen hours before the meeting.  Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special meeting.

e.    Quorum

          At any meeting of the Board of Directors, a majority of the total 
number of the whole board shall constitute a quorum for all purposes.  If a 
quorum shall fail to attend any meeting, a majority of those present may 
adjourn the meeting to another place, date or time, without further notice or 
waiver thereof.

f.    Participation in Meetings by Conference Telephone

          Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference 
telephone or similar communications equipment that enables all persons 
participating in the meeting to hear each other.  Such participation shall 
constitute presence in person at such meeting.

g.    Conduct of Business

          At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the board may from time to time 
determine, and all matters shall be determined by the vote of a majority of 
the directors present, except as otherwise provided herein or required by 
law.  Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the Board of Directors.

h.    Powers

          The Board of Directors may, except as otherwise required by law, 
exercise all such powers and do all such acts and things as may be exercised 
or done by the corporation, including, without limiting the generality of 
the foregoing, the unqualified power:

     i.   To declare dividends from time to time in accordance with law; 

     ii.  To purchase or otherwise acquire any property, rights or privileges
          on such terms as it shall determine;

     iii. To authorize the creation, making and issuance, in such form as it may
          determine, of written obligations of every kind, negotiable or non-
          negotiable, secured or unsecured, and to do all things necessary in
          connection therewith;

     iv.  To remove any officer of the corporation with or without cause, and 
          from time to time to devolve the powers and duties of any officer 
          upon any other person for the time being;

     v.   To confer upon any officer of the corporation the power to appoint, 
          remove and suspend subordinate officers and agents;

     vi.  To adopt from time to time such stock option, stock purchase, bonus or
          other compensation plans for directors, officers and agents of the
          corporation and its subsidiaries as it may determine; and 

     vii. To adopt from time to time such insurance, retirement and other 
          benefit plans for directors, officers and agents of the corporation
          and its subsidiaries as it may determine; and 

    viii. To adopt from time to time regulations, not inconsistent with
          these By-laws, for the management of the corporation's business 
          and affairs.

i.    Compensation of Directors

          Directors, as such, may receive, pursuant to resolution of the Board 
of Directors, fixed fees and other compensation for their services as 
directors, including, without limitation, their services as members of 
committees of the directors.

j.    Interested Directors

          No contract or other transaction between the corporation and one or 
more of its directors or officers, or between the corporation and any 
corporation, firm or association in which one or more of its directors or 
officers are directors or officers or are financially interested, is either 
void or voidable solely for this reason or solely because any such director
or officer is present at the meeting of the board of directors or a 
committee thereof which authorizes or approves the contract or transaction, 
or because the vote or votes of common or interested directors are counted 
for such purpose, if the circumstances specified in any of the following 
paragraphs exist:

     i.   The fact of the common directorship or financial interest is
          disclosed or known to the board of directors or committee and noted 
          in the minutes, and  the board or committee authorizes, approves 
          or ratifies the  contract or transaction in good faith by a vote 
          sufficient for the purpose  without counting the vote or votes of
          such director or directors.

     ii.  The fact of the common directorship or financial interest is
          disclosed or known to the stockholders, and they approve or ratify 
          the contract or transaction in good faith by a majority vote or 
          written consent of stockholders holding a majority of the shares 
          entitled to vote; the vote of the common or interested directors or 
          officers shall be counted in any such vote of stockholders.

     iii. The contract or transaction is fair as to the corporation at the
          time it is authorized or approved.

          Common or interested directors may be counted in determining the 
presence of a quorum at a meeting of the board of directors or a committee 
thereof which authorizes, approves or ratifies a contract or transaction, 
and if the votes of the common or interested are not counted at such 
meeting, then a majority of the disinterested directors may authorize, 
approve or ratify a contract or transaction.

k.    Loans

          The corporation shall not lend money to or use its credit to assist 
its officers, directors or other control persons without authorization in 
the particular case by the stockholders, but may lend money to and use its 
credit to assist any employee, excluding such officers, directors or other 
control persons of the corporation or of a subsidiary, if such loan or 
assistance benefits the corporation.

                          ARTICLE IV. -- COMMITTEES

a.    Committees of the Board of Directors

          The Board of Directors, by vote of a majority of the whole board,
may from time to time designate committees of the board, with such lawfully 
delegable powers and duties as it thereby confers, to serve at the pleasure of 
the board and shall, for those  committees and any other provided for 
herein, elect a director or directors to serve as the member or members, 
designating, if it desires, other directors as alternative members who may 
replace any absent or disqualified member at any meeting of the committee. 
Any committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend to or authorize the issuance of stock if the 
resolution which designates the committee or a supplemental resolution of the
Board of Directors shall so provide.  In the absence or disqualification of 
any member of any committee and any alternate member in his place, the 
member or members of the committee present at the meeting and not 
disqualified from voting, whether or not he or they constitute a
quorum, may be unanimous vote appoint another member of the Board of Directors 
to act at the meeting in the place of the absent or disqualified member.

b.    Conduct of Business

          Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as 
otherwise provided herein or required by law.  Adequate provision shall be made
for notice to members of all meetings; a majority of the members shall 
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be 
determined by a majority vote of the members present.  Action may be taken by 
any committee without a meeting if all members thereof consent thereto in 
writing, and the writing or writings are filed with the minutes of the 
proceedings of such committee.

                           ARTICLE V. -- OFFICERS

a. Generally

          The officers of the corporation shall consist of a president, one or 
more vice-presidents, a secretary, a treasurer and such other subordinate 
officers as may from time to time be appointed by the Board of Directors.  
Officers shall be elected by the Board of Directors, which shall consider 
that subject at its first meeting after every annual meeting of stockholders.
Each officer shall hold his office until his successor is elected and 
qualified or until his earlier resignation or removal.  Any number of 
offices may be held by the same person, except that the offices of president 
and secretary shall not be held by the same person.

b.    President

          The president shall be the chief executive officer of the 
corporation.  Subject to the provisions of these By-laws and to the direction 
of the Board of Directors, he shall have the responsibility for the general 
management and control of the affairs and business of the corporation and 
shall perform all duties and have all powers which are commonly incident to 
the office of chief executive or which are delegated to him by the Board of 
Directors.  He shall have power to sign all stock certificates, contracts and
other instruments of the corporation which are authorized.  He shall have 
general supervision and direction of all of the other officers and agents of 
the corporation.

c.    Vice-President

          Each vice-president shall perform such duties as the Board of
Directors shall prescribe.  In the absence or disability of the President, the 
vice-president who has served in such capacity for the longest time shall 
perform the duties and exercise the powers of the president.

d.    Treasurer

          The treasurer shall have the custody of the monies and securities of 
the corporation and shall keep regular books of account.  He shall make such 
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial 
condition of the corporation.

e.    Secretary

          The secretary shall issue all authorized notices from, and shall
keep minutes of, all meetings of the stockholders and the Board of Directors.  
He shall have charge of the corporate books.

f.    Delegation of Authority

          The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any 
provision hereof.

g.    Removal

          Any officer of the corporation may be removed at any time, with or 
without cause, by the Board of Directors.

h.    Action with Respect to Securities of Other Corporation

          Unless otherwise directed by the Board of Directors, the president 
shall have power to vote and otherwise act on behalf of the corporation, in 
person or by proxy, at any meeting of stockholders of or with respect to any 
action of stockholders of any other corporation in which this corporation may 
hold securities and otherwise to exercise any and all rights and powers 
which this corporation may possess by reason of its ownership of securities in 
such other corporation.

                ARTICLE VI. -- INDEMNIFICATION OF DIRECTORS, 
                                  OFFICERS AND OTHERS

a.    Generally

          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 suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the  corporation)
by reason of the fact that he 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 
attorney's fees), judgements, fines and amount paid in settlement actually 
and reasonably incurred by him in connection with such action, suit or 
proceeding if he acted in good faith and in a manner he reasonably believed 
to be in or not opposed to the best interests of the corporation, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  The termination of any action, suit or 
proceeding by judgment, order, settlement, conviction, or upon a plea of 
nolo contendere or items equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which 
he reasonably believed to be in or not opposed to the best interests of the 
corporation, and with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was lawful.

          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 
judgement in its favor by reason of the fact that he 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 attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation and except that no 
indemnification shall be made in respect of any claim, issue or matter as to 
which such person shall have been adjudged to be liable for negligence or 
misconduct in the performance of his duty to the corporation unless and only 
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably 
entitled to indemnify for such expenses which such court shall deem proper.  

b.    Expenses

          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 Section 6.1 of this Article, or in 
defense of any claim, issue or matter therein, he shall be indemnified 
against expenses (including attorney's fees) actually and reasonably 
incurred by him in connection therewith.  Expenses incurred in defending a 
civil or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided in Section 6.3 of this Article upon 
receipt of an undertaking by or on behalf of the director, officer, employee 
or agent to repay such amount unless it shall ultimately be determined that he 
is entitled to be indemnified by the corporation as authorized in this Article.

c.    Determination by Board of Directors

          Any indemnification under Section 6.1 of this Article (unless 
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, 
officer, employee or agent is proper in the circumstances because he has met 
the applicable standard of conduct set forth in Section 6.1 of this Article.
Such determination shall be made by the Board of Directors by a majority 
vote of a quorum of the disinterested directors, by the shareholder, or by
independent legal counsel in a written opinion.

d.    Not Exclusive of Other Rights

          The indemnification provided by this Article shall not be deemed 
exclusive of any other rights to which those indemnified may be entitled under 
any by-law, agreement, vote of shareholders or interested directors or 
otherwise, both as to action in his 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, executors and administrators of such a person.

e.    Insurance

          The corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted against him 
and incurred by him in any such capacity or arising out of his status as such, 
whether or not the corporation would have the power to indemnify him against 
such liability under the provisions of this Article.

          The corporation's indemnity of any person who 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, shall be 
reduced by any amounts such person may collect as indemnification (i) under 
any policy of insurance purchased and maintained on his behalf by the 
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.

f.    Violation of Law

          Nothing contained in this Article, or elsewhere in these By-laws, 
shall operate to indemnify any director or officer if such indemnification is 
for any reason contrary to law, either as a matter of public policy, or under 
the provisions of the Federal Securities Act of 1933, the Securities Exchange 
Act of 1934, or any other applicable state or federal law.

g.    Coverage

          For the purposes of this Article, references to "the corporation"
include all constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person who is or 
was a director, officer, employee or agent of such constituent corporation as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise shall stand in the same position 
under the provisions of this Article with respect to the resulting or 
surviving corporation as he would if he had served the resulting or surviving 
corporation in the same capacity.

                              ARTICLE VII. -- STOCK

a.   Certificates of Stock

          Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the President or a Vice-president, and by the 
Secretary or an Assistant Secretary, or the Treasurer or an Assistant 
Treasurer, certifying the number of shares owned by him.  Any of or all the 
signatures on the certificate may be facsimile.

b.    Transfers of Stock

          Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation.  Except where a 
certificate is issued in accordance with Section 7.4 of Article VII of these
By-laws, an outstanding certificate for the number of shares involved shall 
be surrendered for cancellation before a new certificate is issued therefor.

c.    Record Date

          The Board of Directors may fix a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for the 
other action hereinafter described, as of which there shall be determined 
the stockholders who are entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof; to express consent to corporate 
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to 
any other lawful action.

d.    Lost, Stolen or Destroyed Certificates

          In the event of the loss, theft or destruction of any certificate of 
stock, another may be issued in its place pursuant to such regulations as the 
Board of Directors may establish concerning proof of such loss, theft or 
destruction and concerning the giving of a satisfactory bond or bonds of 
indemnity.

e.    Regulations

          The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors 
may establish.

                             ARTICLE VIII. -- NOTICES

a.    Notices

          Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice.  Such notice may in every instance be effectively given by 
depositing a writing in a post office or letter box, in a postpaid, scaled 
wrapper, or by dispatching a prepaid telegram, addressed to such stockholder, 
director, officer, or agent at his or her address as the same appears on the
books of the corporation.  The time when such notice is dispatched shall be 
the time of the giving of the notice.

b.    Waivers

          A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which 
notice is given, shall be deemed equivalent to the notice required to be 
given to such stockholder, director, officer or agent.  Neither the business 
nor the purpose of any meeting need be specified in such a waiver.

                          ARTICLE IX. -- MISCELLANEOUS

a.    Facsimile Signatures

          In addition to the provisions for the use of the facsimile signatures
elsewhere specifically authorized in these By-laws, facsimile signatures of
any officer or officers of the corporation may be used whenever and as 
authorized by the Board of Directors of a committee thereof.

b.    Corporate Seal

          The Board of Directors may provide a suitable seal, containing the
name of the corporation, which seal shall be in the charge of the secretary.  
If and when so directed by the Board of Directors or a committee thereof, 
duplicates of the seal may be kept and used by the treasurer or by the 
assistant secretary or assistant treasurer.

c.    Reliance Upon Books, Reports and Records

          Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of 
account or other records of the corporation, including reports made to the 
corporation by any of its officers, by an independent certified public 
accountant, or by an appraiser selected with reasonable care.

d.    Fiscal Year

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

e.   Time Periods

          In applying any of these By-laws which require that an act be done
or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days 
shall be used, the day of the doing of the act shall be excluded and the day
of the event shall be included.

                          ARTICLE X. -- AMENDMENTS

a.    Amendments

          These By-laws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.

                        CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS

          That the undersigned does hereby certify that the undersigned is the
secretary of SBB, Inc., a corporation duly organized and existing under and
by virtue of the laws of the State of Nevada; that the above and foregoing 
By-laws of said corporation were duly and regularly adopted as such by the 
Board of Directors of said corporation by unanimous consent dated May 11, 
1998; and that the above and foregoing By-laws are now in full force and 
effect.

          Dated this 11th day of May 1998.

                                                                              
           Nathan Drage    

                                                            Exhibit 23.2

                        CONSENT OF INDEPENDENT AUDITORS  
   
     We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-_______) pertaining to the SBB Stock Bonus 
Agreement, of our report dated March 10, 1998 with respect to the 
consolidated financial statements of SBB, Inc. included in the Annual Report 
on Form 10-KSB for the year ended December 31, 1997.  
   
                                                  
                                         Crouch, Bierwolf & Chisholm 
   
Salt Lake City, Utah 
July 28, 1998  

                                                                  Exhibit 5

                             July 28, 1998

[S]                               [C]
SBB, Inc.                         
4505 South Wasatch Blvd., #330    
Salt Lake City, Utah 84124        
                                  

          Re:  Registration Statement on Form S-8

Dear Sirs:

          You have requested the opinion of this firm with respect to certain
matters in connection with the Registration Statement on Form S-8 proposed to 
be filed by you under the Securities Act of 1993, as amended (the "Securities 
Act"), for the purpose of registering the offer and sale of  453,323 authorized
but unissued shares (the "Shares") of Common Stock, $0.001 par value (the 
"Common Stock"), of SBB, Inc. (the "Company") issuable pursuant to that 
certain SSBI Stock Bonus Agreement, to be entered into between the Company 
and Robert Beaton (the "Agreement").

          For the purpose of rendering the opinions contained in this opinion
letter, we have examined copies of:

               (a)  The form of the Agreement;

               (b)   Resolutions of the Board of Directors of the Company 
                     authorizing inter alia, the issuance of the Shares;

               (c)  Such other corporate records and other instruments as we
                    have deemed necessary or appropriate.

        In the course of our examinations and investigations, we have assumed 
the genuineness of all signatures on the original documents, and the due 
execution and delivery of all documents requiring due execution and delivery 
for the effectiveness thereof.

          Based upon and subject to the foregoing, and in reliance thereon,
and subject to the assumptions set forth herein, it is our opinion that the 
issuance of the Shares will be duly authorized and when issued and delivered 
in accordance with the terms of the Agreement, the Shares will be legally 
issued, fully paid and nonassessable.

          We consent to the filing of this opinion with the Registration
Statement.   In giving our consent, we do not hereby admit that we come within 
the category of persons whose consent is required under Section 7 of the 
Securities Act or the rules or regulations thereunder. 

        This opinion letter is given as of the date hereof and we assume no 
obligation to advise you of any change that may hereafter be brought to our 
attention.

                              Very truly yours,

                              MITCHELL, SILBERBERG & KNUPP LLP