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                                                                     Exhibit 3.6

                          AMENDED AND RESTATED BYLAWS

                                       OF

                        CONVERGENT COMMUNICATIONS, INC.


                                   ARTICLE I


     1.   Offices.

          1.1  The principal office of the corporation shall be designated from
time to time by the corporation and may be within or outside of Colorado.

          1.2  The corporation may have such other offices, either within or
outside Colorado, as the board of directors may designate or as the business of
the corporation may require from time to time.

          1.3  The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the board of directors.


                                  ARTICLE  II


                                  Shareholders


     1.   Annual Meeting.

          1.1  The annual meeting of the shareholders shall be held during the
first or second fiscal quarters of the corporation of each year on a date and at
a time fixed by the board of directors of the corporation (or by the president
in the absence of action by the board of directors), beginning with the year
1997, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.  If the election of directors is
not held on the day fixed as provided herein for any annual meeting of the
shareholders, or any adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the shareholders as soon thereafter
as it may conveniently be held.

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          1.2  A shareholder may apply to the district court in the county in
Colorado where the corporation's principal office is located or, if the
corporation has no principal office in Colorado, to the district court of the
county in which the corporation's registered office is located to seek an order
that a shareholder meeting be held (i) if an annual meeting was not held within
six months after the close of the corporation's most recently ended fiscal year
or fifteen months after its last annual meeting, whichever is earlier, or (ii)
if the shareholder participated in a proper call of or proper demand for a
special meeting and notice of the special meeting was not given within thirty
days after the date of the call or the date the last of the demands necessary to
require calling of the meeting was received by the corporation pursuant to
Section 7-107-102(1)(b) of the Colorado Business Corporation Act, or the special
meeting was not held in accordance with the notice.

     2.   Special Meetings.  Unless otherwise prescribed by statute, special
meetings of the shareholders may be called for any purpose by the chairman of
the board, the chief executive officer, the president, the secretary or by the
board of directors.  The president or secretary shall call a special meeting of
the shareholders if the corporation receives one or more written demands for the
meeting, stating the purpose or purposes for which it is to be held, signed and
dated by holders of shares representing at least ten percent of all the votes
entitled to be cast on any issue proposed to be considered at the meeting.  In
addition, special meetings of preferred shareholders shall be held at such time
and in such manner as may be proscribed in the terms of such preferred shares.

     3.   Place of Meeting.  The board of directors may designate any place,
either within or outside Colorado, as the place for any annual meeting or any
special meeting called by the board of directors.  A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or outside Colorado, as the place for such meeting.  If no designation is
made, or if a special meeting is called other than by the board, the place of
meeting shall be the principal office of the corporation.

     4    Notice of Meeting.

          4.1  Written notice stating the place, date, and hour of the meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting, except that (i) if the number of authorized shares is to be increased,
at least thirty days' notice shall be given, or (ii) any other longer notice
period is required by the Colorado Business Corporation Act.  Notice of a
special meeting shall include a description of the purpose or purposes of the
meeting.  Notice of an annual meeting need not include a description of the
purpose or purposes of the meeting except the purpose or purposes shall be
stated with respect to (i) an amendment to the articles of incorporation of the
corporation, (ii) a merger or share exchange in which the corporation is a party
and, with respect to a share exchange, in which the corporation's shares will be
acquired, (iii) a sale, lease, exchange or other disposition, other than in the
usual and regular course of business, of all or substantially all of the
property of the corporation or of another entity which this corporation
controls, in each case with or without the goodwill, (iv) a dissolution of the

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corporation, or (v) any other purpose for which a statement of purpose is
required by the Colorado Business Corporation Act.  Notice shall be given
personally or by mail, private carrier, telegraph, teletype, electronically
transmitted facsimile or other form of wire or wireless communication by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.  If
mailed and if in a comprehensible form, such notice shall be deemed to be given
and effective when deposited in the United States mail, addressed to the
shareholder at his address as it appears in the corporation's current record of
shareholders, with postage prepaid.  If notice is given other than by mail, and
provided that such notice is in a comprehensible form, the notice is given and
effective on the date received by the shareholder.

          4.2  If requested by the person or persons lawfully calling such
meeting, the secretary shall give notice thereof at the corporation's expense.
No notice need be sent to any shareholder if three successive notices mailed to
the last known address of such shareholder have been returned as undeliverable
until such time as another address for such shareholder is made known to the
corporation by such shareholder.  In order to be entitled to receive notice of
any meeting, a shareholder shall advise the corporation in writing of any change
in such shareholder's mailing address as shown on the corporation's books and
records.

          4.3  When a meeting is adjourned to another date, time or place,
notice need not be given of the new date, time or place if the new date, time or
place of such meeting is announced before adjournment at the meeting at which
the adjournment is taken.  At the adjourned meeting the corporation may transact
any business which may have been transacted at the original meeting.  If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

          4.4  A shareholder may waive notice of a meeting before or after the
time and date of the meeting by a writing signed by such shareholder.  Such
waiver shall be delivered to the corporation for filing with the corporate
records.  Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to the
holding of the meeting or the transaction of business at the meeting because of
lack of notice or defective notice.  By attending the meeting, the shareholder
also waives any objection to consideration at the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.

     5.   Fixing of Record Date.

          5.1  For the purpose of determining shareholders entitled to (i)
notice of or vote at any meeting of shareholders or any adjournment thereof,
(ii) receive distributions or share dividends, or (iii) demand a special
meeting, or to make a determination of shareholders for any other proper
purpose, the board of directors may fix a future date as the record date for any
such

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determination of shareholders, such date in any case to be not more than
seventy days, and, in case of a meeting of shareholders, not less than ten days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken.  If no record date is fixed by the directors, the
record date shall be the date on which notice of the meeting is mailed to
shareholders, or the date on which the resolution of the board of directors
providing for a distribution is adopted, as the case may be.  When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.

          5.2  Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation.  The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called.

     6.   Voting Lists.

          6.1  The secretary shall make, at the earlier of ten days before each
meeting of shareholders or two business days after notice of the meeting has
been given, a complete list of the shareholders entitled to be given notice of
such meeting or any adjournment thereof.  The list shall be arranged by voting
groups and within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder.  For
the period beginning the earlier of ten days prior to the meeting or two
business days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at the
principal office of the corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held.  Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 6 any holder of voting trust certificates) or his agent
or attorney during regular business hours and during the period available for
inspection.  The original stock transfer books shall be prima facie evidence as
to the shareholders entitled to examine such list or to vote at any meeting of
shareholders.

          6.2  Any shareholder, his agent or attorney may copy the list during
regular business hours and during the period it is available for inspection,
provided (i) the shareholder has been a shareholder for at least three months
immediately preceding the demand or holds at least five percent of all
outstanding shares of any class of shares as of the date of the demand, (ii) the
demand is made in good faith and for a purpose reasonably related to the
demanding shareholder's interest as a shareholder, (iii) the shareholder
describes with reasonable particularity the purpose and the records the
shareholder desires to inspect, (iv) the records are directly connected with the
described purpose, and (v) the shareholder pays a reasonable charge

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covering the costs of labor and material for such copies, not to exceed the
estimated cost of production and reproduction.

     7.   Recognition Procedure for Beneficial Owners.  The board of directors
may adopt by resolution a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons.  The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation, (v)
the period for which the nominee's use of the procedure is effective, and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable.  Upon receipt by the corporation of a certificate complying with
the procedure established by the board of directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

     8.   Quorum and Manner of Acting.

          8.1  A majority of the votes entitled to be cast on a matter by a
voting group shall constitute a quorum of that voting group for action on the
matter.  If less than a majority of such votes are represented at a meeting, a
majority of the votes so represented may adjourn the meeting from time to time
without further notice, for a period not to exceed 120 days for any one
adjournment.  If a quorum is present at such adjourned meeting, any business may
be transacted which might have been transacted at the meeting as originally
noticed.  The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.

          8.2  If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the articles of incorporation.

     9.   Proxies.

          9.1  At all meetings of shareholders, a shareholder may vote by proxy
by signing an appointment form or similar writing, either personally or by his
duly authorized attorney-in-fact.  A shareholder may also appoint a proxy by
transmitting or authorizing the transmission of a telegram, teletype, or other
electronic transmission providing a written statement of the appointment to the
proxy, a proxy solicitor, proxy support service organization, or other person
duly authorized by the proxy to receive appointments as agent for

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the proxy, or to the corporation.  The transmitted appointment shall set forth
or be transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment.  The
proxy appointment form or similar writing shall be filed with the secretary of
the corporation before or at the time of the meeting.  The appointment of a
proxy is effective when received by the corporation and is valid for eleven
months unless a different period is expressly provided in the appointment form
or similar writing.

          9.2  Any complete copy, including an electronically transmitted
facsimile, of an appointment of a proxy may be substituted for or used in lieu
of the original appointment for any purpose for which the original appointment
could be used.

          9.3  Revocation of a proxy does not affect the right of the
corporation to accept the proxy's authority unless (i) the corporation had
notice that the appointment was coupled with an interest and notice that such
interest is extinguished is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.  Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

          9.4  The death or incapacity of the shareholder appointing a proxy
does not affect the right of the corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment.

          9.5  The corporation shall not be required to recognize an appointment
made irrevocable if it has received a writing revoking the appointment signed by
the shareholder (including a shareholder who is a successor to the shareholder
who granted the proxy) either personally or by his attorney-in-fact,
notwithstanding that the revocation may be a breach of an obligation of the
shareholder to another person not to revoke the appointment.

          9.6  Subject to Article II, Section 11 and any express limitation on
the proxy's authority appearing on the appointment form, the corporation is
entitled to accept the proxy's vote or other action as that of the shareholder
making the appointment.

     10.  Voting of Shares.

          10.1 Each outstanding share, regardless of class, shall be entitled to
one vote, except in the election of directors, and each fractional share shall
be entitled to a corresponding fractional vote on each matter submitted to a
vote at a meeting of shareholders, except to the extent that the voting rights
of the shares of any class or classes are limited or denied by the

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articles of incorporation as permitted by the Colorado Business Corporation
Act.  Cumulative voting shall not be permitted in the election of directors or
for any other purpose.  Each record holder of stock shall be entitled to vote
in the election of directors and shall have as many votes for each of the
shares owned by him as there are directors to be elected and for whose
election he has the right to vote.

          10.2   At each election of directors, that number of candidates
equaling the number of directors to be elected, having the highest number of
votes cast in favor of their election, shall be elected to the board of
directors.

          10.3   Except as otherwise ordered by a court of competent
jurisdiction upon a finding that the purpose of this Section would not be
violated in the circumstances presented to the court, the shares of the
corporation are not entitled to be voted if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and the first
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation except to the extent the second
corporation holds the shares in a fiduciary capacity.

          10.4   Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

          10.5   Notwithstanding the foregoing, the voting rights of the Series
B Senior Cumulative Convertible Preferred Stock (the "Series B Stock") shall be
as set forth in the Articles of Amendment to the Amended and Restated Articles
of Incorporation related to the Series B Stock (the "Articles of Amendment").

     11.  Corporation's Acceptance of Votes.

          11.1   If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept
the vote, consent, waiver, proxy appointment or proxy appointment revocation
and give it effect as the act of the shareholder.  If the name signed on a
vote, consent, waiver, proxy appointment or proxy appointment revocation does
not correspond to the name of a shareholder, the corporation, if acting in
good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and to give it effect as the act
of the shareholder if:

     (i) the shareholder is an entity and the name signed purports to be that of
     an officer or agent of the entity;

     (ii) the name signed purports to be that of an administrator, executor,
     guardian or conservator representing the shareholder and, if the
     corporation requests, evidence of

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     fiduciary status acceptable to the corporation has been presented with
     respect to the vote, consent, waiver, proxy appointment or proxy
     appointment revocation;

     (iii)   the name signed purports to be that of a receiver or trustee in
     bankruptcy of the shareholder and, if the corporation requests, evidence of
     this status acceptable to the corporation has been presented with respect
     to the vote, consent, waiver, proxy appointment or proxy appointment
     revocation;

     (iv)   the name signed purports to be that of a pledgee, beneficial owner
     or attorney-in-fact of the shareholder and, if the corporation requests,
     evidence acceptable to the corporation of the signatory's authority to sign
     for the shareholder has been presented with respect to the vote, consent,
     waiver, proxy appointment or proxy appointment revocation;

     (v)    two or more persons are the shareholder as co-tenants or fiduciaries
     and the name signed purports to be the name of at least one of the co-
     tenants or fiduciaries, and the person signing appears to be acting on
     behalf of all the co-tenants or fiduciaries; or

     (vi)   the acceptance of the vote, consent, waiver, proxy appointment or
     proxy appointment revocation is otherwise proper under rules established by
     the corporation that are not inconsistent with this Section 11.

          11.2   The corporation is entitled to reject a vote, consent, waiver,
proxy appointment or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.

          11.3   Neither the corporation nor its officers nor any agent who
accepts or rejects a vote, consent, waiver, proxy appointment or proxy
appointment revocation in good faith and in accordance with the standards of
this Section is liable in damages for the consequences of the acceptance or
rejection.

     12.  Informal Action by Shareholders.

          12.1  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a written consent (or
counterparts thereof) that sets forth the action so taken is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
received by the corporation.  Such consent shall have the same force and effect
as a unanimous vote of the shareholders and may be stated as such in any
document.  Action taken under this Section is effective as of the date the last
writing necessary to effect the action is received by the corporation, unless
all of the writings specify a different effective date, in which case such
specified date shall be the effective date for such action.  If any shareholder
revokes his consent as provided for herein prior to what would otherwise be the
effective date, the action

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proposed in the consent shall be invalid.  The record date for determining
shareholders entitled to take action without a meeting is the date the
corporation first receives a writing upon which the action is taken.

          12.2  Any shareholder who has signed a writing describing and
consenting to action taken pursuant to this Section may revoke such consent by a
writing signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation before the effectiveness of the action.

     13.  Meetings by Telecommunication.  Any or all of the shareholders may
participate in an annual or special shareholders' meeting by, or the meeting may
be conducted through the use of, any means of communication by which all persons
participating in the meeting may hear each other during the meeting.  A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.

                                  ARTICLE  III


                               Board of Directors

     1.   General Powers.  All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of its board of directors, except as otherwise
provided in the Colorado Business Corporation Act or the articles of
incorporation.

     2.   Number, Qualifications and Tenure.

          2.1  Prior to the purchase and sale of the corporation's Series B
Stock, the number of directors of the corporation shall be fixed from time to
time by the board of directors, within a range of no fewer than one or more than
eleven.  A director shall be a natural person who is eighteen years of age or
older.  A director need not be a resident of Colorado or a shareholder of the
corporation.

          2.2  (a)  Following the sale of the Series B Stock, the board of
directors of the corporation shall have seven members unless and until it is
changed pursuant to these Bylaws.

               (b)  If, (i) TPG and its Affiliates (as such terms are defined
in the Articles of Amendment) is the Beneficial Owner of at least forty percent
of the Originally Issued Shares (as such terms are defined in the Articles of
Amendment); (ii) TPG shall have voted its shares for directors in accordance
with the terms of Section 8.02 of the Investor Rights Agreement dated April 18,
2000 by and among the corporation and certain investors (the "Investor Rights
Agreement"); and (iii) the board of directors shall not include at least two
directors so designated by TPG, then the board of directors of the corporation
shall have ten members, three of which

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shall be elected by a majority of the holders of the Series B Stock voting
together as a separate class.

          (c)  If on any date when any Series B Stock is outstanding (i) the
corporation shall have failed to satisfy its obligation to redeem shares of
Series B Stock pursuant to the terms of the Articles of Amendment or (ii) any
default or event of default has occurred and is continuing under any
Indebtedness (as defined in the Articles of Amendment) of the corporation or any
of its subsidiaries, the outstanding principal amount of which is in excess of
$5,000,000, and as a result of such default or event of default the holders
thereof have accelerated the maturity thereof, and such default, event of
default or event is not cured or waived within 30 days after the Majority
Holders (as defined in the Articles of Amendment) shall have furnished to the
corporation notice of such default, event of default or event, then the number
of members constituting the board of directors shall be increased so as to
enable the holders of the Series B Stock to designate a majority (including the
Series B Directors (as defined in the Articles of Amendment)) of the board of
directors.  If the conditions precedent set forth in (i) or (ii) of the
immediately preceding sentence are satisfied and the size of the board of
directors is increased in accordance with the immediately preceding sentence,
then the holders of the Series B Stock, voting together as a separate class,
shall have the exclusive right to elect that number of directors of the
corporation necessary to fill such newly created directorships.

          (d)  If at any time after the board of directors has been increased in
accordance with Section 2.2(b) of this Article III, two designees of TPG are
elected to the board of directors as contemplated by Section 8.02 of the
Investor Rights Agreement, the size of the board of directors shall be decreased
and the board of directors shall return to the size it was immediately preceding
the increase in the size of the board of directors pursuant to Section 2.2(b).
If at any time after the board of directors has been increased in accordance
with Section 2.2(c) of this Article III, the failure, default, event of default
or event provided for in (i) or (ii) of Section 2.2(c) is cured, the size of the
board of directors shall be decreased and the board of directors shall return to
the size it was immediately preceding such failure, default, event of default or
event.

          (e)  The increases or decreases in the size of the board of directors
contemplated by this Section 2.2 shall automatically and immediately occur if
the conditions precedent to such increase or decrease shall occur, and no
further action by the board of directors shall be required to effectuate the
change in the size of the board of directors contemplated by this Section 2.2.

        2.3  The board of directors shall be divided into three classes, Class
I, Class II and Class III.  Such classes shall be as nearly equal in number of
directors as possible.  Each director shall serve for a term ending on the third
annual meeting of shareholders at which such director was elected; provided,
however, that the directors first elected to Class I shall serve for a term
ending on the third annual meeting next following the end of the calendar year
1998, the directors first elected to Class II shall serve for a term ending on
the second annual meeting next

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following the end of the calendar year 1998 and the  directors first elected to
Class III shall serve for a term ending on the annual meeting next following
the end of the calendar year 1998.  The foregoing notwithstanding, each
director shall serve until his successor shall have been duly elected and
qualified unless he shall resign, become disqualified, disabled or shall
otherwise be removed.  Directors shall be removed in the manner provided by
the Colorado Business Corporation Act.

     3.   Vacancies.  Any director may resign at any time by giving written
notice to the corporation.  Such resignation shall take effect at the time the
notice is received by the corporation unless the notice specifies a later
effective date.  Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make it
effective.  Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders or the board of directors,
and if the directors remaining in office constitute fewer than a quorum of the
board, the directors may fill the vacancy by the affirmative vote of a majority
of all the directors remaining in office; provided, however, that if a vacancy
occurs with respect to a director elected solely by the shareholders of a series
of preferred shares, such vacancy shall be filled in accordance with the terms
of such preferred shares.  Any director elected to fill a vacancy shall hold
office for the unexpired term of his predecessor in office.

     4.   Nomination of Directors.  If any class or holder(s) of securities of
the corporation is entitled to elect directors to serve on the board of
directors pursuant to the terms of the corporation's Articles of Incorporation,
as in effect from time to time, such class or holder(s) shall nominate directors
according to the following procedure:

          (a) the holder(s) of shares of such class may present a nominee or
nominees to the board of directors for approval; and

          (b) the board of directors shall then either approve and nominate, or
disapprove and reject the nominee or nominees of the class or holder(s).  If the
board approves such nominee(s), the board of directors shall either elect such
nominee(s) or present such nominee(s) for election by the shareholders of the
corporation; and

          (c) if the board of directors rejects the nominee(s), then the class
or holder(s) may select an alternative nominee or nominees and present the
alternative nominee(s) to the board as provided in (a), or the class or
holder(s) shall be entitled to nominate such nominees for election to the board
of directors in accordance with the applicable provisions of the Articles of
Incorporation, these Bylaws, and the Colorado Business Corporation Act.

     5.   Regular Meetings.  A regular meeting of the board of directors shall
be held without notice immediately after and at the same place as the annual
meeting of shareholders.  The board of directors may provide by resolution the
time and place, either within or outside Colorado, for the holding of additional
regular meetings without other notice.

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     6.   Special Meetings.  Special meetings of the board of directors may be
called by or at the request of the chief executive officer, president or any two
directors.  The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or outside Colorado, as the
place for holding any special meeting of the board of directors called by them,
provided that no meeting shall be called outside the State of Colorado unless a
majority of the board of directors has so authorized.

     7.   Notice.

          7.1  Notice of any special meeting shall be given at least three
business days prior to the meeting by written notice either personally delivered
or mailed to each director at his business address, or by notice transmitted by
telegraph, telex, electronically transmitted facsimile or other form of wire or
wireless communication.  If mailed, such notice shall be deemed to be given and
to be effective on the earlier of (i) three days after such notice is deposited
in the United States mail, properly addressed, with postage prepaid, or (ii) the
date shown on the return receipt, if mailed by registered or certified mail
return receipt requested.  If notice is given by telex, electronically
transmitted facsimile or other similar form of wire or wireless communication,
such notice shall be deemed to be given and to be effective when sent, and with
respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company.  If a
director has designated in writing one or more reasonable addresses or facsimile
numbers for delivery of notice to him, notice sent by mail, telegraph, telex,
electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.  If a special
meeting is called to address or consider emergency matters, then notice given
one business day prior to the meeting by written notice either personally
delivered or by notice transmitted by telegraph, telex, electronically
transmitted facsimile or other form of wire or wireless communication shall be
sufficient.

          7.2  A director may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such director.  Such waiver shall
be delivered to the corporation for filing with the corporate records.  Further,
a director's attendance at or participation in a meeting waives any required
notice to him of the meeting unless at the beginning of the meeting, or promptly
upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     8.   Quorum.

          8.1  A majority of the number of directors fixed by the board of
directors or, if no number is fixed, a majority of the number in office
immediately before the meeting begins, shall constitute a quorum for the
transaction of business at any meeting of the board of directors.

                                       12
<PAGE>

          8.2  If less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice, for a period not to exceed sixty days at any one adjournment.

     9.   Manner of Acting.  The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors.

     10.  Compensation.  By resolution of the board of directors, any director
may be paid any one or more of the following: his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the corporation and the
director may reasonably agree upon.  No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

     11.  Presumption of Assent.  A director of the corporation who is present
at a meeting of the board of directors or committee of the board at which action
on any corporate matter is taken shall be presumed to have assented to the
action taken unless (i) the director objects at the beginning of the meeting, or
promptly upon his arrival, to the holding of the meeting or the transaction of
business at the meeting and does not thereafter vote for or assent to any action
taken at the meeting, (ii) the director contemporaneously requests that his
dissent or abstention as to any specific action taken be entered in the minutes
of the meeting, or (iii) the director causes written notice of his dissent or
abstention as to any specific action to be received by the presiding officer of
the meeting before its adjournment or by the corporation promptly after the
adjournment of the meeting.  A director may dissent to a specific action at a
meeting, while assenting to others.  The right to dissent to a specific action
taken at a meeting of the board of directors or a committee of the board shall
not be available to a director who voted in favor of such action.

     12.  Committees.

          12.1 By resolution adopted by a majority of all the directors in
office when the action is taken, the board of directors may designate from among
its members an executive committee and one or more other committees, and appoint
one or more members of the board of directors to serve on them; provided,
however, that for so long as TPG is the Beneficial Owner of at least forty
percent (40%) of the Originally Issued Shares, at least one-third of the members
of each and every committee of the board of directors shall be comprised of
Series B Directors unless compliance with this Section 12.1 would result in a
breach by the corporation of the listing requirements of The Nasdaq Stock
Market; and provided further, however, that for so long as the holders of the
Series B Stock have the right to elect a Designated Director, no executive
committee of the board of directors, and no other new committee of the board of
directors which is authorized to exercise any powers of the board of directors,
shall be created except for committees satisfying the requirements of the other
proviso of this sentence or otherwise with the concurrence of either the Series
B Directors or the holders of the Series B

                                       13
<PAGE>

Stock.  To the extent provided in the resolution, each committee shall have all
the authority of the board of directors, except that no such committee shall
have the authority to (i) authorize distributions, (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders, (iii) fill vacancies on the board of
directors or any committee thereof, (iv) amend articles of incorporation,
(v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not
requiring shareholder approval, (vii) authorize or approve the reacquisition
of shares unless pursuant to a formula or method prescribed by the board of
directors, or (viii) authorize or approve the issuance or sale of shares, or
contract for the sale of shares or determine the designations and relative
rights, preferences and limitations of a class or series of shares, except
that the board of directors may authorize a committee or officer to do so
within limits specifically prescribed by the board of directors.  The committee
shall then have full power within the limits set by the board of directors to
adopt any final resolution setting forth all preferences, limitations and
relative rights of such class or series and to authorize an amendment of the
articles of incorporation stating the preferences, limitations and relative
rights of a class or series for filing with the Secretary of State under the
Colorado Business Corporation Act.  For purposes of this Section 12.1 of
Article III, the terms "Affiliates," "Beneficial Owner," "Designated Director,"
"Holders" and "Series B Directors" shall have the respective meanings assigned
to them in the Articles of Amendment.

          12.2   Sections 5, 6, 7, 8, 9, 13 and 14 of Article III, which govern
meetings, notice, waiver of notice, quorum, voting requirements, action without
a meeting of the board of directors and telephonic meetings, shall apply to
committees and their members appointed under this Section 12.

          12.3   Neither the designation of any such committee, the delegation
of authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the board of
directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 15 of these
bylaws.

          12.4   Operating Committee.  There shall be an Operating Committee to
consist of five directors, two of whom shall be Series B Directors (as that term
is defined in the Series B Articles of Amendment) and one of whom shall be the
director designated by Sandler Capital Partners IV, L.P. pursuant to the terms
of the Investor Rights Agreement dated April 18, 2000 between the corporation
and certain investors.  The members of the Operating Committee shall have no
power or authority unless and until such time as the corporation shall fail to
comply with any material provision of (i) its annual budget, including, without
limitation, by falling at least fifteen percent (15%) short of any of the
revenue or EBITDA targets established in any such budget (as adjusted for any
acquisitions made by the corporation) or (ii) any of the budget, restrictive or
financial covenants in the corporation's Indenture dated April 2, 1998 or in any
other credit agreement with respect to Indebtedness (as defined in the
Indenture) in excess of $5 million to which the corporation is a party.
Following the occurrence of an event described in (i) or (ii) in the immediately
preceding sentence, the Operating Committee shall have the power and

                                       14
<PAGE>

authority to direct management in the implementation of the corporation's
long-term and annual operating plans and budget.

     13.  Informal Action by Directors.  Any action required or permitted to be
taken at a meeting of the directors or any committee designated by the board of
directors may be taken without a meeting if a written consent (or counterparts
thereof) that sets forth the action so taken is signed by all of the directors
entitled to vote with respect to the action taken.  Such consent shall have the
same force and effect as a unanimous vote of the directors or committee members
and may be stated as such in any document.  Unless the consent specifies a
different effective date, action taken under this Section 13 is effective at the
time the last director signs a writing describing the action taken, unless,
before such time, any director has revoked his consent by a writing signed by
the director and received by the chief executive officer, president or the
secretary of the corporation.  A facsimile signature shall be adequate to
evidence a director's consent.

     14.  Telephonic Meetings.  The board of directors may permit any director
(or any member of a committee designated by the board) to participate in a
regular or special meeting of the board of directors or a committee thereof
through the use of any means of communication by which all directors
participating in the meeting can hear each other during the meeting.  A director
participating in a meeting in this manner is deemed to be present in person at
the meeting.

     15.  Standard of Care.

          15.1 A director shall perform his duties as a director, including
without limitation his duties as a member of any committee of the board, in good
faith, in a manner he reasonably believes to be in the best interests of the
corporation, and with the care an ordinarily prudent person in a like position
would exercise under similar circumstances.  In performing his duties, a
director shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by the persons herein designated.  However, he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted.  A director
shall not be liable to the corporation or its shareholders for any action he
takes or omits to take as a director if, in connection with such action or
omission, he performs his duties in compliance with this Section 15.

          15.2 The designated persons on whom a director is entitled to rely are
(i) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (ii)
legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (iii) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

                                       15
<PAGE>

     16.  Designated Directors.  In the event that Designated Directors (as
defined in the Articles of Amendment) are elected pursuant to the terms of the
Articles of Amendment, the provisions of Section 7.4 of the Articles of
Amendment shall govern the procedural matters addressed therein.

                                  ARTICLE  IV


                              Officers and Agents

     1.   General.  The officers of the corporation shall be a president and a
secretary, each of whom shall be a natural person eighteen years of age or
older.  The board of directors or an officer or officers authorized by the board
may appoint such other officers, assistant officers, committees and agents,
including a chairman of the board, chief executive officer, chief operating
officer, chief financial officer, vice presidents, treasurer, controller,
assistant secretaries and assistant treasurers, as they may consider necessary.
The board of directors or the officer or officers authorized by the board shall
from time to time determine the procedure for the appointment of officers, their
term of office, their authority and duties and their compensation.  One person
may hold more than one office.  In all cases where the duties of any officer,
agent or employee are not prescribed by the bylaws or by the board of directors,
such officer, agent or employee shall follow the orders and instructions of the
president of the corporation.

     2.   Appointment and Term of Office.  The officers of the corporation shall
be appointed by the board of directors at each annual meeting of the board held
after each annual meeting of the shareholders.  If the appointment of officers
is not made at such meeting or if an officer or officers are to be appointed by
another officer or officers of the corporation, such appointments shall be made
as soon thereafter as conveniently may be.  Each officer shall hold office until
the first of the following occurs: his successor shall have been duly appointed
and qualified, his death, his resignation, or his removal in the manner provided
in Section 3.

     3.   Resignation and Removal.

          3.1  An officer may resign at any time by giving written notice of
resignation to the corporation.  The resignation is effective when the notice is
received by the corporation unless the notice specifies a later effective date.

          3.2  Any officer or agent may be removed at any time with cause by the
board of directors or an officer or officers authorized by the board.  Such
removal does not affect the contract rights, if any, of the corporation or of
the person so removed.  The appointment of an officer or agent shall not in
itself create contract rights.

                                       16
<PAGE>

     4.   Vacancies.  A vacancy in any office, however occurring, may be filled
by the board of directors, or by the officer or officers authorized by the
board, for the unexpired portion of the officer's term.  If an officer resigns
and his resignation is made effective at a later date, the board of directors,
or officer or officers authorized by the board, may permit the officer to remain
in office until the effective date and may fill the pending vacancy before the
effective date if the board of directors or officer or officers authorized by
the board provide that the successor shall not take office until the effective
date.  In the alternative, the board of directors, or officer or officers
authorized by the board of directors, may remove the officer at any time before
the effective date and may fill the resulting vacancy.

     5.   Chief Executive Officer. Subject to the direction and supervision of
the board of directors the chief executive officer of the corporation shall, in
general, supervise and control all of the business and affairs of the
corporation.  The chief executive officer shall, when present, preside at all
meetings of the shareholders and of the board of directors unless a chairman of
the board has been appointed in which case the chief executive officer shall
preside at such meetings only in the absence of the chairman of the board.  The
chief executive officer may sign, with the president, secretary, assistant
secretary or any other proper officer of the corporation, any deeds, mortgages,
bonds, contracts or other instruments which the board of directors has
authorized to be executed, except in cases in which the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties as may be prescribed by the board of directors from time to time.

     6.   President.  Subject to the direction and supervision of the board of
directors and unless a chief executive officer has been appointed, the president
shall be the chief executive officer of the corporation, and shall have general
and active control of its affairs and business and general supervision of its
officers, agents and employees.  Unless otherwise directed by the board of
directors, the president shall attend in person or by substitute appointed by
him, or shall execute on behalf of the corporation written instruments
appointing a proxy or proxies to represent the corporation, at all meetings of
the stockholders of any other corporation in which the corporation holds any
stock.  On behalf of the corporation, the president may in person or by
substitute or by proxy execute written waivers of notice and consents with
respect to any such meetings.  At all such meetings and otherwise, the
president, in person or by substitute or proxy, may vote the stock held by the
corporation, execute written consents and other instruments with respect to such
stock, and exercise any and all rights and powers incident to the ownership of
said stock, subject to the instructions, if any, of the board of directors.  The
president shall have custody of the treasurer's bond, if any.  All powers of the
president shall be conferred on the chief executive officer if one shall be
appointed.

     7.   Vice Presidents.  When and if appointed, the vice presidents shall
assist the president and shall perform such duties as may be assigned to them by
the president or by the board of directors.  In the absence of the president,
the vice president, if any (or, if more than one, the vice presidents in the
order designated by the board of directors, or if the board makes no

                                       17
<PAGE>

such designation, then the vice president designated by the president, or if
neither the board nor the president makes any such designation, the senior vice
president as determined by first election to that office), shall have the powers
and perform the duties of the president.

     8.   Secretary.

          8.1  The secretary shall (i) prepare and maintain as permanent records
the minutes of the proceedings of the shareholders and the board of directors, a
record of all actions taken by the shareholders or board of directors without a
meeting, a record of all actions taken by a committee of the board of directors
in place of the board of directors on behalf of the corporation, and a record of
all waivers of notice of meetings of shareholders and of the board of directors
or any committee thereof, (ii) see that all notices are duly given in accordance
with the provisions of these bylaws and as required by law, (iii) serve as
custodian of the corporate records and of the seal of the corporation and affix
the seal to all documents when authorized by the board of directors, (iv) keep
at the corporation's registered office or principal place of business a record
containing the names and addresses of all shareholders in a form that permits
preparation of a list of shareholders arranged by voting group and by class or
series of shares within each voting group, that is alphabetical within each
class or series and that shows the address of, and the number of shares of each
class or series held by, each shareholder, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar, (v) maintain at the
corporation's principal office the originals or copies of the corporation's
articles of incorporation, bylaws, minutes of all shareholders' meetings and
records of all action taken by shareholders without a meeting for the past three
years, all written communications within the past three years to shareholders as
a group or to the holders of any class or series of shares as a group, a list of
the names and business addresses of the current directors and officers, a copy
of the corporation's most recent corporate report filed with the Secretary of
State, and financial statements showing in reasonable detail the corporation's
assets and liabilities and results of operations for the last three years, (vi)
have general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors.  Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.  The
directors and/or shareholders may however respectively designate a person other
than the secretary or assistant secretary to keep the minutes of their
respective meetings.

          8.2  Any books, records, or minutes of the corporation may be in
written form or in any form capable of being converted into written form within
a reasonable time.

     9.   Treasurer.

          9.1  When and if appointed, the treasurer shall be the principal
financial officer of the corporation, shall have the care and custody of all
funds, securities, evidences of

                                       18
<PAGE>

indebtedness and other personal property of the corporation and shall deposit
the same in accordance with the instructions of the board of directors.  He
shall receive and give receipts and acquittances for money paid in on account
of the corporation, and shall pay out of the corporation's funds on hand all
bills, payrolls and other just debts of the corporation of whatever nature upon
maturity.  He shall perform all other duties incident to the office of the
treasurer and, upon request of the board, shall make such reports to it as may
be required at any time.  He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation.  He shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors
or the president.  The assistant treasurers, if any, shall have the same powers
and duties, subject to the supervision of the treasurer.

          9.2  The treasurer shall also be the principal accounting officer of
the corporation.  He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account as
required by the Colorado Business Corporation Act, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations.

                                   ARTICLE  V


                                     Stock

     1.   Certificates.  The board of directors shall be authorized to issue any
of its classes of shares with or without certificates.  The fact that the shares
are not represented by certificates shall have no effect on the rights and
obligations of shareholders.  If the shares are represented by certificates,
such shares shall be represented by consecutively numbered certificates signed,
either manually or by facsimile, in the name of the corporation by one or more
persons designated by the board of directors.  In case any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, such
certificate may nonetheless be issued by the corporation with the same effect as
if he were such officer at the date of its issue.  Certificates of stock shall
be in such form and shall contain such information consistent with law as shall
be prescribed by the board of directors.  If shares are not represented by
certificates, within a reasonable time following the issue or transfer of such
shares, the corporation shall send the shareholder a complete written statement
of all of the information required to be provided to holders of uncertificated
shares by the Colorado Business Corporation Act.

                                       19
<PAGE>

     2.   Consideration for Shares.  Certificated or uncertificated shares shall
not be issued until the shares represented thereby are fully paid.  The board of
directors may authorize the issuance of shares for consideration consisting of
any tangible or intangible property or benefit to the corporation, including
cash, promissory notes, services performed or other securities of the
corporation.  Future services shall not constitute payment or partial payment
for shares of the corporation.  The promissory note of a subscriber or an
affiliate of a subscriber shall not constitute payment or partial payment for
shares of the corporation unless the note is negotiable and is secured by
collateral, other than the shares being purchased, having a fair market value at
least equal to the principal amount of the note.  For purposes of this Section
2, "promissory note" means a negotiable instrument on which there is an
obligation to pay independent of collateral and does not include a non-recourse
note.

     3.   Lost Certificates.  In case of the alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as the board may prescribe.  The board of directors may in
its discretion require an affidavit of lost certificate and/or a bond in such
form and amount and with such surety as it may determine before issuing a new
certificate.

     4.   Transfer of Shares.

          4.1  Upon surrender to the corporation or to a transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and receipt of such
documentary stamps as may be required by law and evidence of compliance with all
applicable securities laws and other restrictions, the corporation shall issue a
new certificate to the person entitled thereto, and cancel the old certificate.
Every such transfer of stock shall be entered on the stock books of the
corporation which shall be kept at its principal office or by the person and the
place designated by the board of directors.

          4.2  Except as otherwise expressly provided in Article II, Sections 7
and 11, and except for the assertion of dissenters' rights to the extent
provided in Article 113 of the Colorado Business Corporation Act, the
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares on the part of any person other than
the registered holder, including without limitation any purchaser, assignee or
transferee of such shares or rights deriving from such shares, unless and until
such other person becomes the registered holder of such shares, whether or not
the corporation shall have either actual or constructive notice of the claimed
interest of such other person.

     5.   Transfer Agent, Registrars and Paying Agents.  The board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture or other security of the
corporation.  Such agents and

                                       20
<PAGE>

registrars may be located either within or outside Colorado.  They shall have
such rights and duties and shall be entitled to such compensation as may be
agreed.

                                  ARTICLE  VI


                       Indemnification of Certain Persons

     1.   Indemnification.

          1.1  For purposes of Article VI, a "Proper Person" means 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, and whether formal or informal, by reason of
the fact that he is or was a director, officer, employee, fiduciary or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any foreign
or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan.  The
corporation shall indemnify any Proper Person against reasonably incurred
expenses (including attorneys' fees), judgments, penalties, fines (including any
excise tax assessed with respect to an employee benefit plan) and amounts paid
in settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(i) in the case of conduct in his official capacity with the corporation, that
his conduct was in the corporation's best interests, or (ii) in all other cases
(except criminal cases), that his conduct was at least not opposed to the
corporation's best interests, or (iii) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful.  A Proper
Person will be deemed to be acting in his official capacity while acting as a
director, officer, employee or agent on behalf of this corporation and not while
acting on this corporation's behalf for some other entity.

          1.2  No indemnification shall be made under this Article VI to a
Proper Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person was
adjudged liable to the corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit.  Further, indemnification
under this Section in connection with a proceeding brought by or in the right of
the corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.

     2.   Right to Indemnification.  The corporation shall indemnify any Proper
Person who was wholly successful, on the merits or otherwise, in defense of any
action, suit, or proceeding as to which he was entitled to indemnification under
Section l of this Article VI against expenses (including attorneys' fees)
reasonably incurred by him in connection with the

                                       21
<PAGE>

proceeding without the necessity of any action by the corporation other than
the determination in good faith that the defense has been wholly successful.

     3.   Effect of Termination of Action.  The termination of any action, suit
or proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent shall not of itself create a presumption that
the person seeking indemnification did not meet the standards of conduct
described in Section l of this Article VI.  Entry of a judgment by consent as
part of a settlement shall not be deemed an adjudication of liability, as
described in Section 2 of this Article VI.

     4.   Groups Authorized to Make Indemnification Determination.  Except where
there is a right to indemnification as set forth in Sections 1 or 2 of this
Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as authorized in the
specific case upon a determination by a proper group that indemnification of the
Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section l of this Article.  This
determination shall be made by the board of directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding ("Quorum").  If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a
committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee.  If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (i) independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in this Section 4 or, if a
Quorum of the full board of directors cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority vote of the
full board (including directors who are parties to the action) or (ii) a vote of
the shareholders.

     5.   Court-Ordered Indemnification.  Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification.  If the court determines that such Proper Person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in
Section l of this Article or was adjudged liable in the proceeding, the court
may order such indemnification as the court deems proper except that if the
Proper Person has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

                                       22
<PAGE>

     6.   Advance of Expenses.  Reasonable expenses (including attorneys' fees)
incurred in defending an action, suit or proceeding as described in Section 1
may be paid by the corporation to any Proper Person in advance of the final
disposition of such action, suit or proceeding upon receipt of (i) a written
affirmation of such Proper Person's good faith belief that he has met the
standards of conduct prescribed by Section l of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to repay such
advances if it is ultimately determined that he did not meet the prescribed
standards of conduct (the undertaking shall be an unlimited general obligation
of the Proper Person but need not be secured and may be accepted without
reference to financial ability to make repayment), and (iii) a determination is
made by the proper group (as described in Section 4 of this Article VI) that the
facts as then known to the group would not preclude indemnification.
Determination and authorization of payments shall be made in the same manner
specified in Section 4 of this Article VI.

     7.   Witness Expenses.  The sections of this Article VI do not limit the
corporation's authority to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time when he has
not been made a named defendant or respondent in the proceeding.

     8.   Report to Shareholders.  Any indemnification of or advance of expenses
to a director in accordance with this Article VI, if arising out of a proceeding
by or on behalf of the corporation, shall be reported in writing to the
shareholders with or before the notice of the next shareholders' meeting.  If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                  ARTICLE  VII


                             Provision of Insurance

     1.   Insurance.  By action of the board of directors, notwithstanding any
interest of the directors in the action, the corporation may purchase and
maintain insurance, in such scope and amounts as the board of directors deems
appropriate, on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation, or who, while a director,
officer, employee, fiduciary or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of any other foreign or domestic corporation or of
any partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company or other enterprise or employee benefit
plan, against any liability asserted against, or incurred by, him in that
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 Article VI or applicable law.  Any such insurance may be procured
from any insurance company designated by the board of directors of the

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corporation, whether such insurance company is formed under the laws of Colorado
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity interest or any other
interest, through stock ownership or otherwise.

                                 ARTICLE  VIII


                                 Miscellaneous

     1.   Seal.  The corporate seal of the corporation shall be circular in form
and shall contain the name of the corporation and the words, "Seal, Colorado."

     2.   Fiscal Year.  The fiscal year of the corporation shall be as
established by the board of directors.

     3.   Amendments.  The board of directors, with the consent of either (a)
holders of more than fifty percent of the Series B Preferred Stock then
outstanding or (b) the Series B Directors, shall have power, to the maximum
extent permitted by the Colorado Business Corporation Act, to make, amend and
repeal the bylaws of the corporation at any regular or special meeting of the
board unless the shareholders, in making, amending or repealing a particular
bylaw, expressly provide that the directors may not amend or repeal such bylaw.
The shareholders also shall have the power to make, amend or repeal the bylaws
of the corporation at any annual meeting or at any special meeting called for
that purpose; provided, however, that the shareholders may only make, amend or
repeal the bylaws with approval of the holders of more than fifty percent of the
Series B Preferred Stock then outstanding and the approval of that portion of
the holders of the Common Stock required under the Colorado Business Corporation
Act.

     4.   Gender.  The masculine gender is used in these bylaws as a matter of
convenience only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

     5.   Conflicts.  In the event of any irreconcilable conflict between these
bylaws and either the corporation's articles of incorporation or applicable law,
the latter shall control.

     6.   Definitions.  Except as otherwise specifically provided in these
bylaws, all terms used in these bylaws shall have the same definition as in the
Colorado Business Corporation Act.

     7.   Rules of Order.  At any meeting of shareholders or directors of the
Corporation at which a question of procedure arises, the person presiding at the
meeting may rely upon the Robert's Rules of Order, Newly Revised as then in
effect to resolve any such question.

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Adopted:  April 17, 2000.



                              /s/ Martin E. Friedel
                              -----------------------------------------
                              Secretary

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