Exhibit 11
Form 10KSB
SPM Group, Inc.


                       AMENDED AND RESTATED

                              BYLAWS

                                OF

                          SPM GROUP, INC.

                             ARTICLE I

                              Offices

     1.1 Business Offices. The principal office of the Corporation
in  the State of Colorado is to be in the County of Arapahoe.  The
Corporation may also have one or more offices at such other  place
or  places within or without the State of Colorado and the  United
States of America as the board of directors may from time to  time
determine or as the business of the Corporation may require.

       1.2  Registered  Office.  The  registered  office  of   the
Corporation  is as set forth in the Articles of Incorporation,  or
as otherwise determined by the board of directors.

                            ARTICLE II

                      Shareholders' Meetings

      2.1 Annual Meeting. The annual meetings of shareholders will
held in each year on the last day of April or on such other day as
may  be  fixed by the board of directors. If the day so fixed  for
such annual meeting be a legal holiday, then such meeting will  be
held  on  the next succeeding business day. The meeting is  to  be
held at such time as may be fixed by the board of directors. If no
annual  meeting  is held within thirteen months  of  the  previous
annual  meeting, any shareholder may apply to the court of general
jurisdiction  in  the county in which lies either  the  registered
office  or  the principal office of the Corporation for  an  order
requiring such a meeting.

     2.2 Special Meetings. Special meetings of shareholders may be
called at any time by the president or the board of directors.  At
any  time, upon the written request of any two directors or of the
holders  of  not  less than one-tenth (1/10th) of the  outstanding
voting  power of the Corporation entitled to vote at the  meeting,
the Secretary shall call a special meeting of the shareholders  to
be  held at the registered office of the Corporation at such  time
as  the  Secretary may fix, not less than fifteen  nor  more  than
sixty  days  after the receipt of such request. If  the  Secretary
fails  or  refuses  to  issue such call, the  persons  making  the
request may do so.

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     2.3 Place of Meeting. Meetings of shareholders may be held at
the principal office of the Corporation or at such other place  or
places  within  or  without this State and the  United  States  of
America as may be from time to time determined by the board or set
forth by majority agreement of the shareholders.

       2.4   Notice  of  Meetings.  Notice  of  each  meeting   of
shareholders,  whether annual or special, must be given  not  less
than  ten  days  nor more than fifty days prior  thereto  to  each
shareholder of record entitled to vote thereat; provided, however,
that  if the authorized shares of the Corporation are proposed  to
be  increased, at least thirty days notice in like manner must  be
given, and that if sale of all or substantially all assets  is  to
be  voted upon, at least twenty days notice in like manner must be
given.  The notice of all meetings must state the place, day,  and
hour  thereof. The notice of a special meeting must, in  addition,
state the purposes thereof.

     2.5 Closing Transfer Books and Fixing Record Date.

      (a) For the purpose of determining shareholders entitled  to
notice  of  or  to  vote  at any meeting of  shareholders  of  any
adjournment  thereof  or  entitled  to  receive  payment  of   any
dividend, or in order to make a determination of shareholders  for
any  other proper purpose, the board of directors may provide that
the share transfer books be closed for a stated period but not  to
exceed,  in any case, fifty days. If the share transfer books  are
closed  for  the purpose of determining shareholders  entitled  to
notice of or to vote at a meeting of shareholders, such books must
be  closed  for  at  least  ten  days immediately  preceding  such
meeting.

      (b) If the share transfer books are not closed and no record
date  is  fixed for the determination of shareholders (i) entitled
to  notice of or to vote at a meeting of shareholders, the date on
which notice of the meeting is mailed or, if notice is waived, the
close of business on the day before the meeting will be the record
date for such purpose or (ii) for any other purpose, the close  of
business  on  the  day on which the resolution  of  the  board  of
directors is adopted will be the record date for such purpose.

      (c) When a determination of shareholders entitled to vote at
any  meeting  of  shareholders has been made as provided  in  this
section,  such  determination  is  to  apply  to  any  adjournment
thereof, unless otherwise provided by the board of directors.

      2.6 Voting List. The officer or agent of the Corporation who
has  charge of the share transfer books of the Corporation  should
prepare, at least ten days before every meeting of shareholders, a
complete  list  of shareholders entitled to vote  thereat  or  any
adjournment  thereof,  arranged in  alphabetical  order  with  the
address of each shareholder and the number of shares held by each.
Such  list should be open to the inspection of any shareholder  at
the  principal  office  of the Corporation during  usual  business
hours for a period of at least ten days prior to such meeting; and
such list should be produced and kept at the time and place of the
meeting  during  the  whole  time  thereof  and  subject  to   the
inspection  of  any  shareholder who may be  present.  Failure  to
comply  with the requirements of this paragraph shall  not  affect
the validity of any action taken at such meeting.

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       2.7  Organization.  The  Chairman  will  call  meetings  of
shareholders  to order. In the absence of all executive  officers,
any  shareholder entitled to vote thereat or any proxy of any such
shareholder may call the meeting to order and a chairman  must  be
elected.  In  the  absence  of  the Secretary  and  all  Assistant
Secretaries,  any  person appointed by the  chairman  may  act  as
secretary of such meeting.

      2.8  Quorum. A majority of the voting power entitled to vote
represented  in  person or by proxy constitutes a  quorum  at  all
meetings of shareholders for the transaction of business except as
otherwise  required by statute, by the Articles of  Incorporation,
or by these Bylaws.

      2.9  Adjournment.  Adjournments of  any  annual  or  special
meeting  of  shareholders may be taken without  new  notice  being
given unless a new record date is fixed for the adjourned meeting;
but  any  meeting  at which directors are to  be  elected  can  be
adjourned  only  from  day to day until such directors  have  been
elected. In the absence of a quorum at any meeting, a majority  of
the  voting power represented and entitled to vote may adjourn the
meeting  from  time  to time to such time and place  as  they  may
determine  (subject, however, to the provisions  hereof)  until  a
quorum  be represented; no such adjournment may exceed sixty  (60)
days.  In  the  case  of any meeting called for  the  election  of
directors, those who attend the second of such adjourned meetings,
although  less  than  a quorum as otherwise  fixed  herein,  shall
nevertheless  constitute  a quorum for  the  purpose  of  electing
directors if they consist of not less than one-third of the voting
power entitled to vote at the meeting.

      2.10 Proxies. A shareholder may vote either in person or  by
proxy  executed  in  writing by the shareholder  or  by  his  duly
authorized  attorney-in-fact. No proxy may be valid  after  eleven
months  from the date of its execution, unless otherwise  provided
in  the proxy. The proxy representative need not be a shareholder.
Such  proxy  must  be filed with the Secretary of the  Corporation
(or,   in   the  absence  of  the  Secretary  and  all   Assistant
Secretaries, with the secretary of the meeting appointed  pursuant
to section 2.7) before or at the time of the meeting.

      2.11  Actions. When a quorum is present at any meeting,  the
affirmative  vote of the majority of the voting power  represented
at  the meeting and entitled to vote on the subject matter will be
the  act of the shareholders, unless the vote of a greater  number
or  voting  by  classes is required by statute,  the  Articles  of
Incorporation, or these Bylaws.

      2.12  Voting of Shares. Unless otherwise provided  by  these
Bylaws  or  the Articles of Incorporation, each outstanding  share
entitled  to  vote shall be entitled to one vote upon each  matter
submitted to a vote at a meeting of shareholders.

     2.13 Voting of Shares by Certain Shareholders.

     (a) Shares standing in the name of another corporation may be
voted  by  such  officer, agent, or proxy as the  bylaws  of  such
corporation may prescribe or, in the absence of such provision, as
the board of directors of such other corporation may establish  by
resolution.  Similarly,  shares  standing  in  the   name   of   a
partnership  may be voted by such person as is prescribed  in  the
partnership agreement or, in the absence of such provision, as the
partners may establish by agreement or resolution. Shares standing
in the name of a trust may be voted by such person as is

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prescribed  in  the  trust  agreement  or  as  the  trustees   may
determine.  Shares standing in the name of two or more  co-tenants
may  be  signed by any one of the co-owners, unless  an  agreement
among  them provides otherwise. In the absence of any evidence  to
the  contrary,  any officer of a corporation,  any  partner  of  a
partnership,  and  any  trustee of a trust are  presumed  to  have
authority to vote the shares held by such entity, and any co-owner
is presumed to have authority to vote for other owners.

     (b) Shares standing in the name of a deceased person, a minor
ward,  or  an  incompetent person may be  voted  by  his  personal
representative, or court appointed guardian or conservator, either
in  person or by proxy without a transfer of such shares into  the
name  of  such personal representative or court appointed guardian
or  conservator. Shares held by or under the control of a receiver
may  be  voted by such receiver without the transfer thereof  into
his  name  if  authority so to do be contained in  an  appropriate
order of the court by which such receiver was appointed.

      (c)  Neither  shares of this Corporation belonging  to  this
Corporation  nor  shares  of  this  Corporation  held  by  another
corporation  if the majority of shares entitled to  vote  for  the
election  of directors of such other corporation is held  by  this
Corporation  nor  shares  of this Corporation  held  by  it  in  a
fiduciary  capacity may be voted, directly or indirectly,  at  any
meeting;  and no such shares are to be counted in determining  the
total  number of outstanding shares for the purpose of determining
a  quorum at any given time. Similarly, shares of this Corporation
held  by  a partnership or trust, the control of which is held  by
this Corporation, may neither be voted nor counted for any purpose
related  to a meeting of shareholders; a partnership is controlled
if  this  Corporation  has  a majority interest  therein  or  this
Corporation  is  a member of any management committee  thereof  or
this  Corporation actually and practically directs the affairs  of
such,  and a trust is controlled if this Corporation is a  greater
than 30% beneficiary of either the principal or interest thereof.

      (d)  Redeemable shares which have been called for redemption
shall  not  be  entitled to vote on any matter and  shall  not  be
deemed  outstanding shares on and after the date on which  written
notice  of  redemption has been mailed to shareholders and  a  sum
sufficient to redeem such shares has been deposited with a bank or
trust  company with irrevocable instruction and authority  to  pay
the  redemption price to the holders of the shares upon  surrender
of certificates therefor.

      (e) Except as provided above, the holder of record as of the
record  date  is the only person entitled to have and to  exercise
all rights and privileges incident to the ownership of such shares
notwithstanding any actual or constructive notice to the contrary.

      (f)  The  Corporation is entitled to reject a vote, consent,
waiver,  or  proxy  appointment if the secretary  or  other  agent
authorized to tabulate votes, acting in good faith, has reasonable
basis  for  doubt  about  the validity of  the  signature  on  the
signatory's authority. If the name signed corresponds to the  name
of a shareholder, the Corporation acting in good faith in entitled
to  accept the vote, consent, waiver, or proxy appointment and  to
give it effect as the act of the shareholder.

     2.14 Non Cumulative Voting. No cumulative voting is allowed.

      2.15  Proposals of Shareholders. Any shareholder  (or  other
security  holder who, by the terms of the security is entitled  to
vote  on  a  matter)  may  present a  proposal  for  action  at  a
forthcoming

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meeting of the shareholders (or security holders, if appropriate).
Any  such proposal must comply with the requirements of Rule 14a-8
of  the Securities and Exchange Commission, as amended, unless the
board  of  directors, in its sole discretion, waives any  of  such
requirements.

                            ARTICLE III

                        Board of Directors

       3.1  General  Powers.  The  business  and  affairs  of  the
Corporation  will be managed by a board of directors  which  shall
exercise  all  of the powers of the Corporation,  subject  to  the
provisions of these Bylaws.

     3.2 Number, Election, and Qualifications of Directors.

      (a) The number of directors is to be fixed from time to time
by  resolution of the Board; but the number is to be not less than
three,  unless  there are fewer than three shareholders  in  which
event  there  need  be  only  as  many  directors  as  there   are
shareholders.

      (b)  The Board, or a committee established pursuant  to  the
third sentence of paragraph 3.9(a), is to nominate candidates  for
the  office of director. Recommendations from shareholders,  which
recommendations are made

          (i)  by  person(s)  who  is (are) record  or  beneficial
          owner(s)  of  at least 1% or $1,000 in market  value  of
          shares entitled to be voted at the meeting and has (have
          each) held such securities for at least one year,

          (ii)   which   recommendation   is   made   in   writing
          sufficiently  far  in  advance to  be  received  by  the
          Corporation prior to the 31st day of January immediately
          prior  to  the  annual meeting or at a  reasonable  time
          prior  to any special meeting called for the purpose  of
          electing directors

will  be considered by the Board, or the nominating committee,  if
established. Directors will be elected at the annual  meetings  of
shareholders by majority vote, and each director will  be  elected
to  serve  until the next succeeding annual meeting and until  his
successor  be  elected and qualify. Should less than  all  of  the
nominees be elected, creating a vacancy, the Chairman may open the
floor  to  nominations  and election or  declare  that  the  Board
consists of those elected, with a number of vacant seats.

      (c)  Directors must be natural persons of not less  than  18
years  of age, but they need be neither residents of the State  of
Colorado nor shareholders of the Corporation.

     3.3 Organization Meetings.

      (a) Immediately after each annual election of directors, the
Board  will meet at the same place as was held the annual  meeting
of shareholders (unless moved to another location by

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resolution), without notice, for the purpose of organization,  the
election of officers, and the transaction of any other business.

      (b) Regular meetings of the Board may be held without notice
at such time and place within or without this state and the United
States of America as may be determined by the Board.

      (c)  Special  meetings of the Board may  be  called  by  the
Chairman  on three (3) days notice to each director, and  must  be
called  by  the Chairman or Secretary in like manner and  on  like
notice  on the written request of any two directors; and, if  they
fail  or  refuse, then the two directors may call the  meeting  on
three (3) days written notice. The purpose of a special meeting of
the Board must be stated in the notice thereof.

     3.4 Quorum.

     (a) A majority of the number of directors fixed by resolution
pursuant to Section 3.2 (or a majority of the incumbent directors,
if greater) constitutes a quorum at all meetings of the Board.

      (b)  In  the  absence  of a quorum at any  such  meeting,  a
majority  of  the directors present may adjourn the  meeting  from
time to time without further notice until a quorum be present.

      (c)  the  act  of a majority of the directors present  at  a
meeting at which a quorum is present will be the act of the Board.

     3.5 Removal of Directors.

      (a)  No  decrease in the number of directors is to have  the
effect of shortening the term of any incumbent director.

      (b)  At  a  shareholders meeting called expressly  for  that
purpose,  the  entire Board or any lesser number may  be  removed,
with or without cause, by a vote of the holders of the majority of
the shares then entitled to vote at an election of directors.

     (c) The board of directors may declare vacant the office of a
director  if he (i) is declared incompetent or has otherwise  been
placed  under  the protection of a guardian, (ii)  is  declared  a
bankrupt,  (iii)  becomes  incapacitated  by  illness   or   other
infirmity,  or  is otherwise unable to perform his duties,  for  a
period of six months or longer, or (iv) ceases at any time to have
the qualifications required by the articles or by-laws.

      3.6  Resignation. Any director may resign  at  any  time  by
giving  written  notice  to the Chairman  or  the  Secretary.  The
resignation  of  any director is to take effect  upon  receipt  of
notice  thereof or at such later time as may be specified in  such
notice; and, unless otherwise specified therein, the acceptance of
such resignation is not to be necessary to make it effective.

      3.7  Vacancies. Any vacancy occurring in the  Board  may  be
filled  by  the  affirmative vote of a majority of  the  remaining
directors though less than a quorum of the Board. When one or more
directors  resign from the Board, effective at a  future  date,  a
majority of the directors then in office,

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including  those  who have so resigned, may fill such  vacancy  or
vacancies,  the vote thereof to take effect when such  resignation
or resignations shall become effective. A director elected to fill
a  vacancy is elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase  in
the number of directors will be filled by the affirmative vote  of
a majority of the directors then in office or by an election at an
annual meeting or at a special meeting of shareholders called  for
that  purpose. A director chosen to fill a position resulting from
an  increase in the number of directors will hold office until the
next  annual  meeting of shareholders and until his  successor  be
elected  and  qualify.  A director removed pursuant  to  paragraph
3.5(b)  and  a  person  duly nominated by the  Board  pursuant  to
paragraph  3.2(b) but not elected are not eligible for appointment
as  a  director by the Board for a period of one year  after  such
removal  or  election; they may be elected sooner by vote  of  the
shareholders.

       3.8  Compensation  of  Directors.  Directors  who  are  not
employees  of the Corporation may be paid such annual compensation
as  may from time to time be fixed by resolution of the Board. All
directors  may  be allowed a fixed sum and expenses  incurred  for
attendance at each regular or special meeting of the Board as  may
be  from  time  to time fixed by resolution of the Board.  Nothing
herein  contained may be construed to preclude any  director  from
serving  the  Corporation  in  any other  capacity  and  receiving
compensation therefor.

3.9 Executive and Other Committees.

      (a)  The Board, by resolution adopted by a majority  of  the
directors,  may designate two (2) or more directors to  constitute
one  or more executive committees, which committees, to the extent
provided  in  the enabling resolution, will have and may  exercise
all  of  the  authority  of the Board in  the  management  of  the
Corporation; provided, however, that such committee may in no case
act  to the exclusion of the Board whether in session or not.  For
purposes  of administering deferred compensation and stock  option
and  similar plans, the Board, by resolution adopted by a majority
of  the  directors, may designate two or more persons (who may  or
may  not be directors) to constitute one or more committees, which
committees,  to  the  extent provided in the enabling  resolution,
will  have and may exercise all of the authority of the  Board  in
the administration of such plans. The Board, by resolution adopted
by  a  majority  of  a  quorum of directors, may  establish  other
committees comprised of two or more persons (who may or may not be
directors),  which  committees, to  the  extent  provided  in  the
enabling  resolution,  will  have and  may  exercise  all  of  the
authority  of  the Board to the extent necessary to  compile  such
reports as may be required of them; for such committees, the Board
may delegate the authority to appoint members.

      (b) Furthermore, no committee is to have authority ( i )  to
declare  dividends  or  distributions,  (ii)  to  approve  or   to
recommend to shareholders actions or proposals required by statute
to  be  approved by shareholders, (iii) to fill vacancies  on  the
Board or any committee thereof (other than a committee whose  sole
responsibility  is  to make recommendations), (iv)  to  amend  the
Bylaws,  (v) to approve a plan of merger not requiring shareholder
approval,  (vi)  to  reduce earned or capital  surplus,  (vii)  to
authorize  or  to  approve  the  reacquisition  of  shares  unless
pursuant to a general formula or method specified by the Board, or
(viii) to authorize or to approve the issuance or sale of, or  any
contract to issue or to sell , shares or designate the terms of  a
series of a class of shares, provided that the Board, having acted
regarding  general  authorization for  the  issuance  or  sale  of
shares,  or any contract therefor, and, in the case of  a  series,
the designation thereof, may, pursuant

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to  a  general  formula  or  method  specified  by  the  Board  by
resolution  or  by  adoption  of a stock  option  or  other  plan,
authorize  a  committee to fix the terms of any contract  for  the
sale of the shares and to fix the terms upon which such shares may
be  issued or sold, including, without limitation, the price,  the
dividend   rate,   provisions   for  redemption,   sinking   fund,
conversion,  voting  or preferential rights,  and  provisions  for
other  features of a class of shares or a series  of  a  class  of
shares,  with  full  power in such committee to  adopt  any  final
resolution  setting forth all terms thereof and to  authorize  the
statement  of the terms of a series for filing with the  secretary
of state under the statute.

      (c)  Neither  the  designation of any  such  committee,  the
delegation  thereto  of authority, nor action  by  such  committee
pursuant  to  such authority is alone to constitute compliance  by
any  member  of  the  Board,  not a member  of  the  committee  in
question,  with  his responsibility to act in  good  faith,  in  a
manner  he reasonably believes to be in the best interests of  the
Corporation, and with such care as an ordinarily prudent person in
a like position would use under similar circumstances.

      (d)  Any member of a standing committee is to remain as such
until the next annual meeting of the Board and until his successor
as  a  member of the committee is designated and qualified, unless
the  enabling resolution by which he was designated established  a
greater  or lesser term. Any member of an ad hoc committee  is  to
remain  as such until the report of the committee is accepted  and
the committee is discharged or until he is removed and replaced by
act  of  the Board. A member of a committee not reelected  to  the
Board  at  the  annual meeting of shareholders is to  nevertheless
remain on the committee until his term expires as above.

     (e) In the event that a vacancy occurs on any committee, such
vacancy  must be filled by the Board unless an alternate has  been
previously  named  or  authority to  appoint  has  been  delegated
pursuant  to  the  third  sentence of paragraph  3.9(a);  but  the
Chairman  may,  if  there is no alternate  and  no  delegation  of
authority, designate a director to serve on the committee  pending
action by the Board.

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

                            ARTICLE IV

                          Administration

     4.1 Notices.

      (a)  Whenever  under the provisions of a  statute  or  these
Bylaws notice is required to be given to any shareholder, it  must
be  given  in writing, but it may be given by mail , mailgram,  or
telegraph.  Whenever under the provisions of a  statute  or  these
Bylaws notice is required to be given

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to  any director, it may be given personally or by mail, mailgram,
telegram,  or  telephone. Any notice sent by mail, mail  gram,  or
telegram  is  proper if sent to the address that  appears  in  the
share transfer books of the Corporation or, if sent to other  than
a  shareholder, to the last known address of such person or, if it
exists,  to  the address identified by such person as  his  notice
address. Any notice sent by mail must be sent first-class, postage
pre-paid.

     (b) Any notice sent by mail is effective two days after it is
deposited  in the United States mail. Any notice sent by  mailgram
is effective one day after sending. Any notice sent by telegram is
effective  on  the day it is telephoned to the recipient  (if  the
proper  telephone number of recipient is provided)  and  two  days
after it is placed in the local mail by the telegraph company  (if
it  is not telephoned) . Notwithstanding the foregoing, any notice
actually delivered prior to the foregoing effective dates is to be
effective  on  the date of actual delivery. Any  notice  given  by
telephone is effective on the day that it is given.

      (c)  Notice  need  not  be given to  any  person  with  whom
communication is made unlawful by any law of the United States  of
America  or  by any rule, regulation, proclamation,  or  executive
order  issued under any such law; and any action or meeting  taken
or  held  without notice to any such person is to  have  the  same
force  and  effect as if notice had been given to him as otherwise
required.

      4.2 Waiver of Notice. Whenever any notice is required to  be
given  under  the  provisions  of  a  statute,  the  Articles   of
Incorporation,  or these Bylaws such notice may  be  waived  by  a
written  waiver  executed before, at, or  after  the  time  stated
therein; notice shall be deemed to be waived by the appearance  of
such  person  or persons at the time stated therein, (or,  in  the
case  of a shareholders' meeting appearance in person or by proxy)
unless  such appearance is only and expressly for the  purpose  of
objecting to such notice.

      4.3  Action  Without a Meeting. Any action required  to,  or
which  may,  be taken at a meeting of the directors, shareholders,
or  members  of  any  committee of the Corporation  may  be  taken
without a meeting if a consent in writing setting forth the action
so  taken  be  signed  by all of the directors,  shareholders,  or
members  of  the committee, as the case may be, entitled  to  vote
with  respect  to the subject matter thereof and  filed  with  the
records  of  proceedings of the shareholders, Board, or committee,
as the case may be.

       4.4   Participation  by  Electronic  Means.   Shareholders,
directors,  or  members  of any committee  may  participate  in  a
meeting   by   means   of   conference,  telephone,   or   similar
communications equipment by which all persons participating in the
meeting  can  hear each other at the same time. Such participation
will constitute presence in person at the meeting.

     4.5 Continuation in Absence of Quorum. If a quorum be present
or  properly represented at a duly organized meeting, the  persons
present  may continue to do business, taking action by vote  of  a
majority  of  the  quorum, until adjournment, notwithstanding  the
withdrawal  of enough persons to leave less than a quorum  or  the
refusal of any person to vote.

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     4.6 Voting Power. Voting power means the right vested, by law
or  by  the Articles or Bylaws, in the shareholders, or in one  or
more classes of shareholders, to vote in the determination of  any
particular question or matters.

                             ARTICLE V

                             Officers

      5.1  Election  and Tenure. The Board must elect  annually  a
president,  a treasurer, and a secretary. The Board  may  elect  a
chairman, one or more vice-presidents, a treasurer, and such other
officers and assistant officers as may be determined by the Board.
Any two or more offices may be held by the same person, except the
offices  of  president and secretary. Each officer so  elected  or
appointed  will continue in office until his successor be  elected
or appointed and qualify, or until resignation, removal, death, or
other disqualification. The election of an individual to an office
does not, in and of itself, create any contract rights.

     5.2 Resignation, Removal, and Vacancies.

      (a)  Any  officer may resign at any time by  giving  written
notice  thereof to the Board or to the Chairman. Such  resignation
will  take  effect on the date specified therein and no acceptance
of the same is necessary to render the same effective.

     (b) Any officer may at any time be removed by the affirmative
vote  of  a  majority  of the directors or by  a  duly  authorized
executive  committee, but such removal is to be without  prejudice
to any contract rights of the individual so removed.

      (c) If any office becomes vacant for any reason, the vacancy
may  be  filled by the Board. An officer elected to fill a vacancy
will  hold  office  for the unexpired term of his  predecessor  in
office.

      5.3  Chairman  and President. The Chairman presides  at  all
meetings  of the Board and of the shareholders. In the absence  of
(or  the  failure  to elect) the Chairman, the President  acts  as
Chairman  and  presides at all meetings of the shareholders.  Both
officers perform such other duties as may be assigned them by  the
Board.

     5.4 Chief Executive/Operating Officer.

      (a)  Either the Chairman or the President may be  named  the
chief  executive officer (CEO) of the Corporation; in the  absence
of designation by the Board, the President is to be the CEO of the
Corporation.

     (b) Either the Chairman, the President, or any vice-president
may  be  designated  the  chief operating  officer  (COO)  of  the
Corporation.  In  the absence of designation  by  the  Board,  the
President is to be the COO of the Corporation.

      (c)  The  responsibility of having  general  charge  of  the
business,  affairs,  and property of the Corporation  and  control
over  its  officers, agents, and employees and the  responsibility
for general

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<PAGE>

and  active  management of the Corporation and the  responsibility
for  seeing  that  all orders and resolutions  of  the  Board  are
carried  into effect may be divided by the Board between  the  CEO
and  the  COO  in such manner as they may choose to  establish  by
resolution. In the absence of any such stated division, the COO is
to  be  responsible for day-to-day management  and  for  all  non-
officer   employees   below  the  level  of  management   (elected
officers),  while the CEO is to be responsible for all  else.  The
CEO  may delegate any of his responsibilities to the COO or to any
vice-president.  The COO may delegate any of his  responsibilities
to any vice-president, with the approval of the CEO.

     (d) The CEO, COO, President, and vice-presidents are the only
executive officers. Unless otherwise provided by the Board, in the
absence of:

          (i)  the CEO, the executive officer appointed by written
          instructions of the CEO or, if none, the COO is  to  act
          in the stead of the CEO,

          (ii)  the  COO,  the  CEO may act or designate  a  vice-
          president to act in the stead of the COO,

          (iii) both the CEO and COO, the senior vice-president is
          to  act in their stead, with the authority passing  down
          through the vice-presidents in their order of seniority.

Upon  the  return of any officer senior to the one  in  authority,
such senior officer is to resume his authority.

     5.5 Vice-President.

      (a)  The Board may elect one or more vice-presidents. Should
more than one vice-president be elected, they are to be designated
"first,"  "second,"  etc. Alternatively, in conjunction  with  the
assignment of specific duties, one or more vice-presidents may  be
denominated "executive vice-president," in which event any such is
to be senior in rank to all vice-presidents not so designated.

      (b) The vice-presidents are to perform such tasks as may  be
delegated  to them by the Board, the CEO, or the COO.  Any  senior
vice  president  may delegate duties and responsibilities  to  his
junior, subject to the objection of the CEO.

      5.6  Treasurer.  The  Treasurer must give  a  bond  for  the
faithful  discharge of his duties if, and in such  sum,  and  with
sureties  as the Board may require. The Treasurer has  charge  and
custody of and is responsible for all funds and securities of  the
Corporation  and must deposit all such funds in the  name  of  the
Corporation in such bank or other depositories as may be  selected
by  the  Board.  The  Treasurer collects and  receives  and  gives
receipts   for   all  moneys  or  securities  belonging   to   the
Corporation.  In general, the Treasurer performs  all  the  duties
incident to the office of treasurer and such other duties as  from
time  to time may be assigned to the treasurer by the Board or  by
the CEO.

      5.7  Secretary. The Secretary gives, or causes to be  given,
notice  of  all  meetings of shareholders and  of  the  Board  and
attends all such meetings and keeps a record of their proceedings.
The  Secretary is the custodian of the seal of the Corporation and
has power to affix

                               E-38
<PAGE>

the same to all documents, the execution of which on behalf of the
Corporation is authorized by these Bylaws or by the action of  the
Board.  The Secretary keeps the minutes of the proceedings of  all
shareholder  and Board meetings in one or more books provided  for
that  purpose, keeps a register of the post office address of each
shareholder  which  has been furnished to the  Secretary  by  such
shareholder ( unless this duty be delegated to a transfer agent) ,
and  is  the  custodian  of  all such  corporate  records  of  the
Corporation.  Additionally,  the  Secretary  performs  all  duties
incident to the office of secretary and such other duties as  from
time  to time may be assigned to the secretary by the Board or  by
the CEO.

      5.8  Assistant Treasurers. The assistant treasurers  perform
such  duties and possess such powers as from time to time  may  be
assigned  to  them  by the Board, the CEO, or the  Treasurer.  The
assistant treasurers must give bonds for the faithful discharge of
their  duties if, and in such sum and with such sureties  as,  the
Board may require.

      5.9 Assistant Secretaries. The assistant secretaries perform
such  duties and possess such powers as from time to time  may  be
assigned to them by the Board, the CEO, or the Secretary.

      5.10  Seniority.  In the absence of any designation  between
vice presidents or assistant officers, the person first elected or
first listed (in the event two or more are elected simultaneously)
is senior to the next, and the second is senior to the third, etc.

      5.11  Salaries. Officers of the Corporation are entitled  to
such  salaries, emoluments, compensation, or reimbursement as  may
be fixed or allowed by the Board.

                            ARTICLE VI

                         Power to Contract

      6.1  Loans. No loans are to be contracted on behalf  of  the
Corporation and no evidence of indebtedness is to be issued in its
name  unless authorized by resolution of the Board. Such authority
may be general or confined to specific instances.

      6.2  Contract. Except for matters in the ordinary course  of
day-today business, no obligation on behalf of the Corporation and
no  evidence of such obligation is to be issued in its name unless
authorized  by  resolution of the Board.  Such  authority  may  be
general or confined to specific instances.

      6.3  Execution  of  Instruments. Subject  to  the  foregoing
limitations,  any executive officer has the power  to  execute  on
behalf  and  in  the name of the Corporation any  deed,  contract,
bond,  debenture,  note,  or  other obligations  or  evidences  of
indebtedness,   or  proxy,  or  other  instrument  requiring   the
signature  of  an  officer of the Corporation,  except  where  the
signing and execution thereof be expressly delegated by the  Board
to  some  other  officer  or agent of the Corporation.  Unless  so
authorized, no officer, agent, or employee may have any  power  or
authority  to  bind  the Corporation in any  way,  to  pledge  its
credit, or to render it liable pecuniarily for any purpose  or  in
any amount.

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<PAGE>

      6.4 Checks and Endorsements. All checks and drafts upon  the
funds  to the credit of the Corporation in any of its depositories
must  be  signed by such of its officers or agents as  shall  from
time  to  time be determined by resolution of the Board which  may
provide  for  the  use  of  facsimile signatures  under  specified
conditions,  and  all notes, bills receivable, trade  acceptances,
drafts,  and  other  evidences  of  indebtedness  payable  to  the
Corporation  will,  for  the  purpose  of  deposit,  discount,  or
collection,  be  endorsed  by  such  officers  or  agents  of  the
Corporation  or in such manner as from time to time be  determined
by resolution of the Board.

     6.5 Conflicts of Interest.

      (a) No contract or other transaction between the Corporation
and  one or more of its directors or any other Corporation,  firm,
association,  or entity in which one or more of its directors  are
directors  or  officers or are financially  interested  is  to  be
either  void  or  voidable solely because of such relationship  or
interest  or  solely  because such directors are  present  at  the
meeting  of  the  Board or a committee thereof  which  authorizes,
approves,  or  ratifies  such contract or  transaction  or  solely
because their votes are counted for such purpose if:

     (i)   The  material fact of such relationship or interest  is
     disclosed or known to the Board or committee which,  in  good
     faith,  authorizes,  approves, or ratifies  the  contract  or
     transaction  by a vote or consent sufficient for the  purpose
     without  counting  the votes or consents of  such  interested
     directors, or

     (ii)  The  material fact of such relationship or interest  is
     disclosed or known to the shareholders entitled to  vote  and
     they,  in  good  faith, authorize, approve,  or  ratify  such
     contract or transaction by vote or written consent, or

     (iii) The contract or transaction was fair and reasonable  to
     the  Corporation as of the time it was authorized,  approved,
     or ratified.

      (b)  Common  or  interested  directors  may  be  counted  in
determining the presence of a quorum at a meeting of the Board  or
a  committee thereof which authorizes, approves, or ratifies  such
contract or transaction.

      (c)  All  transactions  between  the  Corporation  (and  its
subsidiaries) and officers, directors, or holders of five per cent
(5%)  or  more of the outstanding voting shares of the Corporation
must be on terms that are believed to be no less favorable to  the
Corporation than could be obtained from unrelated parties.

                            ARTICLE VII

                          Shares of Stock

     7.1 Certificates of Share.

      (a) The certificates of shares of the Corporation will be in
such form not inconsistent with the Colorado Corporation Code  and
the Articles of Incorporation as may be approved by the Board,

                               E-40
<PAGE>

and  must  be numbered and entered in the books of the Corporation
as they are issued. They must exhibit the name of this Corporation
and  that  it  is  incorporated under the laws  of  the  State  of
Colorado, the par value of such share or that it is issued without
par  value, the holder's name and number of shares, and such other
matters as may be required by law; and they must be signed: (i) by
the  chairman  or  vice-chairman or by the president  or  a  vice-
president  and (ii) by the treasurer or an assistant treasurer  or
by the secretary or an assistant secretary and must be sealed with
the seal of the Corporation or a facsimile thereof. Any or all  of
the  signatures  upon  a  certificate may be  facsimilies  if  the
certificate is countersigned by a transfer agent or registered  by
a  registrar  other than the Corporation itself or an employee  of
the Corporation.

      (b) The Corporation is not to issue fractional shares and is
not  to  be  obligated to make any transfer creating a  fractional
interest in a share. The Corporation may issue scrip in registered
or bearer form which scrip

          (i)   is  to  entitle the holder (in due  course  if  in
          registered  form) to receive a certificate  for  a  full
          share  upon  the surrender of such scrip  aggregating  a
          full share,

          (ii)  is  to have no voting rights, no dividend  rights,
          and no participating rights in the event of liquidation,

          (iii)  is  to  be void if not exchanged for certificates
          representing full shares within one year of the date  of
          issuance of such scrip, and

          (iv)  is  to  be  subject to such  other  conditions  or
          modifications of the foregoing as may be established  by
          the Board by resolution.

     (c) In case any officer who has signed a certificate or scrip
ceases  to  hold such office prior to the issuance or delivery  of
the  certificate, such certificate may nevertheless be issued  and
delivered by the Corporation as though the officer who signed such
certificate  or  whose  facsimile signature  may  have  been  used
thereon, had not ceased to be such officer of the Corporation.

      7.2  Lost  and  Destroyed Certificates. In  case  any  share
certificate  of the Corporation be alleged to have been  destroyed
or  lost,  the  Corporation may not be required  to  issue  a  new
certificate  in  lieu  thereof, except upon  receipt  of  evidence
satisfactory  to  the Board of the destruction  or  loss  of  such
certificate,  and, if so required by the Board, upon receipt  also
of  a  bond  in  such sum as the Board may direct,  not  exceeding
double the value of such share and, if so required, with surety or
sureties  satisfactory to the Board to indemnify  the  Corporation
against  any claim that may be made against it on account  of  the
alleged destruction or loss of such certificate.

     7.3 Transfer of Shares.

      (a)  Transfers of the shares of the Corporation may be  made
only  on  the  books  of the Corporation by the registered  holder
thereof,  or  by  his attorney thereunto authorized  by  power  of
attorney  duly executed and filed with the Secretary and upon  the
surrender of the certificate or certificates for such shares.
                               E-41
<PAGE>

     (b) The Corporation, under the Articles of Incorporation, has
the  right to impose restrictions upon the transfer of any  shares
of  the  Corporation, or any interest therein, from time  to  time
issued, and any transfer or transfers of any of the shares of  the
Corporation  or any interest therein, must be made  in  accordance
with  and  subject to any such restrictions from time to  time  so
imposed.

      7.4 Share Rights and Options. The Corporation may create and
issue, whether or not in connection with the issuance and sale  of
any of its shares or other securities, rights or options entitling
the holders thereof to purchase from the Corporation shares of any
class. Such rights or options must be evidenced in such manner  as
the  Board  may  approve  and, subject to the  provisions  of  the
Articles  of  Incorporation, must set forth the terms upon  which,
the  time within which, and the price at which such shares may  be
purchased from the Corporation upon the exercise of any such right
or  option.  In  the  absence of fraud  in  the  transaction,  the
judgment  of  the  Board as to the adequacy of  the  consideration
received for such rights or options will be conclusive. The  price
to  be  received  for any shares having a par  value,  other  than
treasury  shares to be issued upon the exercise of such rights  or
options, may not be less than the par value thereof.
SPM Group Restated Bylaws

                           ARTICLE VIII

                         Emergency Bylaws

      8.1  Operative  Event.  These emergency  Bylaws  are  to  be
operative  during any emergency in the conduct of the  affairs  of
the  Corporation resulting from an attack on the United States  or
any  nuclear or atomic disaster. These emergency Bylaws  supersede
any  different  provisions elsewhere in the  Colorado  Corporation
Code, the Articles of Incorporation, or Bylaws.

     8.2 Emergency Meetings.

      (a) A meeting of the board of directors may be called by any
officer  or  director upon such notice as may be reasonable  under
the  circumstances,  which  notice need  only  be  given  to  such
directors as it may be feasible to reach at the time and  by  such
means as may be feasible at the time.

     (b) The director or directors in attendance at the meeting is
(are) to constitute a quorum.

      (c)  To  the extent required to constitute a quorum  at  any
meeting  of  the  Board, the officers of the Corporation  who  are
present  are to be deemed, in order of rank, and within  the  same
rank in the order of seniority, directors for that meeting.

     8.3 Emergency Powers. The Board may provide and, from time to
time,  modify  lines of succession in the event that  any  or  all
officers  or agents of the Corporation are for any reason rendered
incapable of discharging their duties.

                            ARTICLE IX

                           Miscellaneous

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<PAGE>

      9.1  Corporate Seal. The corporate seal will be in such form
as is shown in the margin hereof. Said seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced
or  otherwise. The impression of the seal may be made and attested
by  either  the  Secretary  or  an  assistant  secretary  for  the
authentication of contracts or other papers requiring the seal.

      9.2 Fiscal Year. The fiscal year of the Corporation will  be
the calendar year.

     9.3 Corporate Books. Except as otherwise required by statute,
the  books  and records of the Corporation may be kept  within  or
without the State of Colorado and the United States of America, at
such place or places as may be from time to time designated by the
Board.

      9.4 Amendments. All Bylaws of the Corporation are subject to
alteration, amendment , or repeal , and new Bylaws may  be  added,
by  the  affirmative vote of a majority of a quorum of the members
of  the  Board  at  any  regular or  special  meeting  or  by  the
shareholders at any annual or special meeting, provided notice  of
the  proposed  amendment or repeal be contained in the  notice  of
such meeting of shareholders.

                            CERTIFICATE

     The undersigned hereby certifies that he is the duly elected,
qualified,  acting, and hereunto authorized (Assistant)  Secretary
of  the  aforesaid Corporation and that the foregoing and  annexed
Bylaws  constitute a true and complete copy of the Bylaws of  said
Corporation  as  adopted  by resolution on  11  January  1985  and
presently in full force and effect.

     IN   WITNESS   WHEREOF,  the  undersigned  has  signed   this
Certificate  and  affixed hereto the seal of said Corporation,  on
this 18th day of January, 1988.

                                   /s/    Robert    Wiegand    II,
                              (Assistant) Secretary

(S E A L)

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