Exhibit No. 7
Form 10KSB
SPM Group, Inc.

                              BYLAWS

                                OF

                          SPM GROUP, INC.

                             ARTICLE I

                              Offices

       1.     Business  Offices.  The  principal  office  of   the
Corporation is as designated in the Articles of Incorporation,  or
as otherwise determined by the Board of Directors. 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.

       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

     1.   Annual Meeting. The annual meetings of shareholders will
be held in each year on the last day of April. 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.

      2.    Special Meetings. Special meetings of shareholders may
be called at any time by the President, by the Board of Directors,
or  by  the  holders  of not less than 1/10th of  the  outstanding
shares of the Corporation entitled to vote at the meeting.

      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 the State of Colorado and the  United
States  of America as may be from time to time determined  by  the
Board of Directors.

       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.  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.

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     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 share holders for
any  other proper purpose, the Board of Directors may provide that
the stock transfer books be closed for a stated period but not  to
exceed, in any case, fifty days.  If the stock 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 stock transfer books are not closed and  no
record  date  is  fixed  for  the  determination  of  shareholders
entitled  to notice of or to vote at a meeting of shareholders  or
shareholders entitled to receive payment of a dividend,  the  date
on  which notice of the meeting is mailed or the date on which the
resolution  of  the board of directors declaring the  dividend  is
adopted,  as  the case may be, will be the record  date  for  such
determination of shareholders.

     6.   Voting List. The officer or agent of the Corporation who
has  charge of the stock 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.

      7.   Organization. The President or Vice President will call
meetings  of  shareholders to order and act as  chairman  of  such
meetings.  In  the  absence  of  said  officers,  any  shareholder
entitled to vote thereat or any proxy of any such shareholder  may
call the meeting to order and a chairman should be elected. In the
absence   of  the  Secretary  and  Assistant  Secretary   of   the
Corporation,  any  person appointed by the  Chairman  may  act  as
secretary of such meeting.

      8.    Quorum.  A  majority of the shares  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  provided by statute, by the Articles of  Incorporation,
or  by these Bylaws. In the absence of a quorum at any meeting,  a
majority of those present or represented and entitled to vote  may
adjourn the meeting from time to time without further notice until
a quorum be present or represented; no such adjournment may exceed
sixty (60) days.

      9.    Voting. 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.

     When a quorum is present at any meeting, the affirmative vote
of  the  majority  of the shares represented at  the  meeting  and
entitled to vote on the subject matter will be the act of the

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shareholders,  unless the vote of a greater number  or  voting  by
classes is required by statute, the Articles of Incorporation,  or
these Bylaws.

                            ARTICLE III

                        Board of Directors

      1.    Number, Election, and Tenure. The business and affairs
of  he  Corporation will be managed by a Board of Directors  which
must  consist of not more than seven (7) natural persons who  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.

      2.    Organization Meetings. After each annual  election  of
directors,  the  Board of Directors will meet for the  purpose  of
organization, the election of officers, and the transaction of any
other business.

      3.    Regular  Meetings. Regular meetings of  the  Board  of
Directors may be held without notice at such time and place as may
be determined by the Board of Directors.

      4.    Special  Meetings. Special meetings of  the  Board  of
Directors may be called by the President on three (3) days  notice
to each director, and must be called by the President or Secretary
in  like manner and on like notice on the written request  of  any
two  directors. The purpose of a special meeting of the  Board  of
Directors need not be stated in the notice thereof.

      5.   Quorum. A majority of the number of directors fixed  by
this Article III (or, in the absence of a fixed number, a majority
of  the  number  of  directors properly elected  or  appointed  or
otherwise  serving as of either the first, organizational  meeting
of  the Board of Directors or the last annual meeting of the Board
of Directors) constitutes a quorum at all meetings of the Board of
Directors, and 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
of  Directors. 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.

      6.    Vacancies.  Any  vacancy occurring  in  the  Board  of
Directors  may be filled by the affirmative vote of a majority  of
the remaining directors though less than a quorum of the Board  of
Directors. 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.

      7.    Removal of Directors. A. At a meeting called expressly
for  that purpose, directors may be removed in the manner provided
in this Paragraph. The entire board of directors or any

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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.

      B.    If  cumulative voting is allowed by  the  Articles  of
Incorporation and if less than the entire board is to be  removed,
then  no  one of the directors may be removed if the  votes  of  a
sufficient number of shares are cast against his removal which, if
then  cumulatively  voted at an election of the  entire  board  of
directors or, if there are classes of directors, at an election of
the  class of directors of which he is a part, would be sufficient
to elect him.

       8.    Executive  Committee.  The  Board  of  Directors,  by
resolution  adopted by a majority of the directors, may  designate
two  (2)  or  more directors to constitute an executive committee,
which  committee, to the extent provided in such resolution,  will
have  and  may  exercise  all of the authority  of  the  Board  of
Directors in the management of the Corporation; provided, however,
that  such  committee may in no case act to the exclusion  of  the
Board of Directors whether in session or not.

      9.    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  of
Directors.  All directors may be allowed a fixed sum and  expenses
incurred for attendance at each regular or special meeting of  the
Board of Directors as may be from time to time fixed by resolution
of  the  Board  of  Directors. Nothing  herein  contained  may  be
construed to preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

                            ARTICLE IV

                Notices and Action Without Meeting

      1.   Notices. 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,  postage
prepaid  and  addressed to such shareholder at  the  address  that
appears  on the books of the Corporation, and such notice will  be
deemed  to  be  given at the time when the same  is  thus  mailed.
Whenever under the provisions of a statute or these ByLaws  notice
is  required  to  be  given  to any  director,  it  may  be  given
personally  or by mail, telegram, or telephone; and, if  given  by
mail  or telegram, such notice will be deemed to be given  at  the
time mailed or sent.

      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  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).

     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 executive 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  executive committee, as  the  case  may  be,
entitled to vote with respect to the subject matter thereof.

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                             ARTICLE V

                             Officers

      1.    Election  and Tenure. The Board of Directors  annually
should  elect  a  Chairman,  a  President,  a  Secretary,  and   a
Treasurer. The Board may also elect or appoint 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.

      2.   Resignation, Removal, and Vacancies. A. Any officer may
resign  at any time by giving written notice thereof to the  Board
of  Directors  or  to the Chairman of the Board. Such  resignation
will  take  effect on the date specified therein and no acceptance
of the same is necessary to render the same effective.

     B.   Each officer remains always subject to the direction and
guidance of the Board of Directors. 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.

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

      3.    Chairman.  The Chairman is in charge of intercorporate
relationships,  procuring new business, developing new  processes,
and  the  entire construction and engineering departments  of  the
Corporation.  He is, when present, the presiding  officer  at  all
meetings  of the Board of Directors and shareholders. He  may  act
for  the President whenever the President is absent, whether  such
absence is momentary or for an extended period.

      4.   President. The President is the chief executive officer
of the Corporation, in charge of intra-corporate relationships and
all  other phases of operation of the corporation not reserved  to
the  Chairman. He will act for the Chairman whenever  directed  by
the  Chairman  of  the  Board of Directors. He  is  the  presiding
officer at all corporate meetings not attended by the Chairman. He
performs all other duties as may from time-to-time be assigned him
by the Board of Directors.

      5.   Vice President. The Vice President performs such duties
and possesses such powers as from time to time may be assigned  to
him  by the Board of Directors or by the President. In the absence
or  inability  of the President, the Vice President  performs  the
duties of the President.

      The Board of Directors may elect one or more Vice Presidents
in  which  event they must be designated "First", "Second",  etc.;
the  First Vice President may delegate duties and responsibilities
to the Second Vice President and, in the absence of the President,
will  succeed first to his duties. Similarly, the Second is senior
to the Third, etc.

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      6.    Secretary. The Secretary gives, or causes to be given,
notice  of  all  meetings of shareholders  and  of  the  Board  of
Directors  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 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 of Directors,  and
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 of Directors or by the President.

      7.    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 of Directors may require. The Treasurer  has
charge  and  custody  of  and be responsible  for  all  funds  and
securities  of the Corporation and deposit all such funds  in  the
name of the Corporation in such bank or other depositories as  may
be  selected by the Board of Directors. 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
of Directors or by the President.

     8.   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 of Directors, the President, or  the
Secretary.

      9.    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 of Directors, the President, 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 of Directors may require.

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

                            ARTICLE VI

                     Execution of Instruments

      1.   Execution of Instruments. The Chairman and President or
either or them 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 of  Directors  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.

     2.    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 of Directors
which  may  provide  for  the  use of facsimile  signatures  under
specified  conditions,  and  all notes,  bills  receivable,  trade
acceptances,

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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 may  from  time  to  time  be
determined by resolution of the Board of Directors.

                            ARTICLE VII

                          Shares of Stock

      1.   Certificates of Stock. 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 of Directors, and must be numbered  and
entered  in the books of the Corporation as they are issued.  They
must exhibit the holder's name and number of shares and such other
matters as may be required by law; and they must be signed by  the
President  or  a Vice President and the Secretary or an  Assistant
Secretary and must be sealed with the seal of the Corporation or a
facsimile thereof.

      B.   In case any officer who has signed a certificate 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.

     2.   Lost and Destroyed Certificates. In case any certificate
of  stock 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 Directors of the destruction or  loss
of  such  certificate,  and,  if  so  required  by  the  Board  of
Directors,  upon receipt also of a bond in such sum as  the  Board
may  direct, not exceeding double the value of such stock 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.

      3.    Transfer of Stock. A. Transfers of the shares  of  the
stock  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.

      B.    The  Corporation, under the Articles of Incorporation,
has  the  right  to impose restrictions upon the transfer  of  any
shares  of the stock of the Corporation, or any interest  therein,
from time to time issued, and any transfer or transfers of any  of
the  shares  of  the  stock 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.

     4.   Stock 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 of directors may approve and, subject to the provisions
of  the  Articles of Incorporation, must set forth the terms  upon
which, the time within

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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
of  Directors 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.

                           ARTICLE VIII

                          Corporate Seal

      1.   Corporate Seal. The Corporate seal will be in such form
as  may be approved by resolution of the Board of Directors.  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.

                            ARTICLE IX

                            Fiscal Year

      1.   Fiscal Year. The fiscal year of the Corporation will be
such year as may be adopted by the Board of Directors.

                             ARTICLE X

                    Corporate Books and Records

      1.    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 of Directors.

                            ARTICLE XI

                  Emergency Bylaws and Amendments

      1.  Emergency  Bylaws.  The Board  of  Directors  may  adopt
emergency   bylaws,  which  will,  notwithstanding  any  different
provision  elsewhere, be operative during any emergency  resulting
from  an  attack  on  the United States or any nuclear  or  atomic
disaster  and  which may make any provision that may be  practical
and necessary for the circumstances of the emergency.

     2.   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 of Directors at any regular or special meeting.

                            CERTIFICATE

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     The undersigned hereby certifies that he is the duly elected,
qualified,  acting,  and  hereunto  authorized  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  24  April  1978  and
presently in full force and effect.

       IN   WITNESS  WHEREOF,  the  undersigned  has  signed  this
Certificate and affixed hereto the seal of said Corporation.

     Date:     24 April 1978

                                   /s/ Judy Ruckstuhl
                                   As     Secretary    of     said
                                   Corporation
(S E A L)

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