EXHIBIT 3.2

                                    BYLAWS
                                      OF
                                TANGIBLEDATA, INC.

                                   Article I
                                 SHAREHOLDERS

     1.  ANNUAL SHAREHOLDERS' MEETING.  The annual shareholders' meeting shall
be held on the date and at the time and place fixed from time to time by the
board of directors.

     2.  SPECIAL SHAREHOLDERS' MEETING.  A special shareholders' meeting for
any purpose or purposes, may be called by the board of directors or the
president.  The Corporation shall also hold a special shareholders' meeting in
the event it receives, in the manner specified in Article VI.3., one or more
written demands for the meeting, stating the purpose or purposes for which it
is to be held, signed and dated by the holders of shares representing not less
than one-tenth of all of the votes entitled to be cast on any issue at the
meeting.  Special meetings shall be held at the principal office of the
Corporation or at such other place as the board of directors or the president
may determine.

     3.  RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.

         (a)  In order to make a determination of shareholders (1) entitled to
notice of or to vote at any shareholders' meeting or at any adjournment of a
shareholders' meeting, (2) entitled to demand a special shareholders' meeting,
(3) entitled to take any other action, (4) entitled to receive payment of a
share dividend or a distribution, or (5) for any other purpose, the board of
directors may fix a future date as the record date for such determination of
shareholders.  The record date may be fixed not more than seventy days before
the date of the proposed action.

         (b)  Unless otherwise specified when  the  record  date  is  fixed,
the time of day for determination of shareholders shall be as  of the
Corporation's close of business on the record date.

         (c)  A determination of shareholders entitled to be given notice of
or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which the board
shall do if the meeting is adjourned to a date more than one hundred twenty
days after the date fixed for the original meeting.

         (d)  If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to vote at an
annual or special shareholders' meeting is the day before the first notice is
given to shareholders.

         (e)  The record date for determining shareholders entitled to take
action without a meeting pursuant to Article I.10., I.11. is the date a
writing upon which the action is taken is first received by the Corporation.




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     4.  VOTING LIST.

         (a)  After a record date is fixed for a shareholders' meeting, the
secretary shall prepare a list of the names of all its shareholders who are
entitled to be given notice of the meeting.  The list shall be arranged by
voting groups and within each voting group by class or series of shares, shall
be alphabetical within each class or series, and shall show the address of,
and the number of shares of each such class and series that are held by, each
shareholder.

         (b)  The shareholders' list shall be available for inspection by any
shareholder, beginning the earlier of ten days before the meeting for which
the list was prepared or two business days after notice of the meeting is
given and continuing through the meeting, and any adjournment thereof, at the
Corporation's principal office or at a place identified in the notice of the
meeting in the city where the meeting will be held.

         (c)  The secretary shall make the shareholders' list available at the
meeting, and any shareholder or agent or attorney of a shareholder is entitled
to inspect the list at any time during the meeting or any adjournment.

     5.  NOTICE TO SHAREHOLDERS.

         (a)  The secretary shall give notice to shareholders of the date,
time, and place of each annual and special shareholders' meeting no fewer than
ten nor more than sixty days before the date of the meeting; except that, if
the Articles of Incorporation are to be amended to increase the number of
authorized shares, at least thirty days' notice shall be given.  Except as
other wise required by the Colorado Business Corporation Act, the secretary
shall be required to give such notice only to shareholders entitled to vote at
the meeting.

         (b)  Notice of an annual shareholders' meeting need not include a
description of the purpose or purposes for which the meeting is called unless
a purpose of the meeting is to consider an amendment to the Articles of
Incorporation, a restatement of the Articles of Incorporation, a plan of
merger or share exchange, disposition of substantially all of the property of
the Corporation, consent by the Corporation to the disposition of property by
another entity, or dissolution of the Corporation.

         (c)  Notice of a special shareholders' meeting shall include a
description of the purpose or purposes for which the meeting is called.

         (d)  Notice of a shareholders' meeting shall be in writing and shall
be given

              (1)  by deposit in the United States mail, properly addressed to
the shareholder's address shown in the Corporation's current record of
shareholders, first class postage prepaid, and, if so given, shall be
effective when mailed; or

              (2)  by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail, or private carrier or by personal delivery
to the shareholder, and, if so given, shall be effective when actually
received by the shareholder.


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         (e)  If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, or place if the new date, time, or place is announced at the meeting
before adjournment; provided, however, that, if a new record date for the
adjourned meeting is fixed pursuant to Article I.3.(c), notice of the
adjourned meeting shall be given to persons who are shareholders as of the new
record date.

         (f)  If three successive notices are given by the Corporation,
whether with respect to a shareholders' meeting or otherwise, to a shareholder
and are returned as undeliverable, no further notices to such shareholder
shall be necessary until another address for the shareholder is made known to
the Corporation.

     6.  VOTING ENTITLEMENT OF SHARES.  Except as stated in the Articles of
Incorporation, each outstanding share, regardless of class, is entitled to one
vote, and each fractional share is entitled to a corresponding fractional
vote, on each matter voted on at a shareholders' meeting.

     7.  PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.

         (a)  A shareholder may vote either in person or by proxy.

         (b)  An appointment of a proxy is not effective against the
Corporation until the appointment is received by the Corporation.  An
appointment is valid for eleven months unless a different period is expressly
provided in the appointment form.

         (c)  The Corporation may accept or reject any appointment of a proxy,
revocation of appointment of a proxy, vote, consent, waiver, or other writing
purportedly signed by or for a shareholder, if such acceptance or rejection is
in accordance with the provisions of Articles 7-107-203 and 7-107-205 of the
Colorado Business Corporation Act.

     8.  WAIVER OF NOTICE.

         (a)  A shareholder may waive any notice required by the Colorado
Business Corporation Act, the Articles of Incorporation or these bylaws,
whether before or after the date or time stated in the notice as the date or
time when any action will occur or has occurred.  The waiver shall be in
writing, be signed by the shareholder entitled to the notice, and be delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records, but such delivery and filing shall not be conditions of the
effectiveness of the waiver.

         (b)  A shareholder's attendance at a meeting waives objection to lack
of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting because of lack of notice or defective notice, and
waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.




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     9.  MEETINGS BY TELECOMMUNICATIONS.  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 II
                                  DIRECTORS

     1.  AUTHORITY OF THE BOARD OF DIRECTORS.  The 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, a board of directors.

     2.  NUMBER.  The number of directors shall be fixed by resolution of the
board of directors from time to time and may be increased or decreased by
resolution adopted by the board of directors from time to time, but no
decrease in the number of directors shall have the effect of shortening the
term of any incumbent director.

     3.  QUALIFICATION.  Directors shall be natural persons at least eighteen
years old but need not be residents of the State of Colorado or shareholders
of the Corporation.

     4.  ELECTION.  The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that purpose.

     5.  TERM.  The director shall be elected to hold office until the next
annual meeting of shareholders and until the director's successor is elected
and qualified.

     6.  RESIGNATION.  A director may resign at any time by giving written
notice of his or her resignation to any other director or (if the director is
not also the secretary) to the secretary.  The resignation shall be effective
when it is received by the other director or secretary, as the case may be,
unless the notice of resignation specifies a later effective date.  Acceptance
of such resignation shall not be necessary to make it effective unless the
notice so provides.

     7.  REMOVAL.  Any director may be removed by the shareholders, with or
without cause, but only with cause, at a meeting called for that purpose.  The
notice of the meeting shall state that the purpose, or one of the purposes, of
the meeting is removal of the director.  A director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal, except that if cumulative voting is in effect, a director may
not be removed if the number of votes sufficient to elect the director under
cumulative voting is voted against such removal.

     8.  VACANCIES.

         (a)  If a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors:

              (1)  The shareholders may fill the vacancy at the next annual
meeting or at a special meeting called for that purpose; or

              (2)  The board of directors may fill the vacancy; or

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              (3)  If the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

         (b)  Notwithstanding Article II.8.(a), if the vacant office was held
by a director elected by a voting group of shareholders, then, if one or more
of the remaining directors were elected by the same voting group, only such
directors are entitled to vote to fill the vacancy if it is filled by
directors, and they may do so by the affirmative vote of a majority of such
directors remaining in office; and only the holders of shares of that voting
group are entitled to vote to fill the vacancy if it is filled by the
shareholders.

         (c)  A vacancy that will occur at a specific later date, by reason of
a resignation that will become effective at a later date under Article II.6.
or otherwise, may be filled before the vacancy occurs, but the new director
may not take office until the vacancy occurs.



     9.  MEETINGS.  The board of directors may hold regular or special
meetings in or out of Colorado.  A regular meeting shall be held in the
principal office of the Corporation on the fourth Monday of May, following the
shareholders' meeting if so provided,  without notice of the date, time,
place, or purpose of the meeting.  The board of directors may, by resolution,
establish other dates, times and places for additional regular meetings, which
may thereafter be held without further notice. Special meetings may be called
by the president or by any two directors and shall be held at the principal
office of the Corporation unless another place is consented to by every
director.  At any time when the board consists of a single director, that
director may act at any time, date, or place without notice.

    10.  NOTICE OF SPECIAL MEETING.  Notice of a special meeting shall be
given to every director at least twenty four hours before the time of the
meeting, stating the date, time, and place of the meeting.  The notice need
not describe the purpose of the meeting.  Notice may be given orally to the
director, personally or by telephone or other wire or wireless communication.
Notice may also be given in writing by telegraph, teletype, electronically
transmitted facsimile, electronic mail, mail, or private carrier.  Notice
shall be effective at the earliest of the time it is received; five days after
it is deposited in the United States mail, properly addressed to the last
address for the director shown on the records of the Corporation, first class
postage prepaid; or the date shown on the return receipt if mailed by
registered or certified mail, return receipt requested, postage prepaid, in
the United States mail and if the return receipt is signed by the director to
which the notice is addressed.

    11.  QUORUM.  Except as provided in Article II.8., a majority of the
number of directors fixed in accordance with these Bylaws shall constitute a
quorum for the transaction of business at all meetings of the board of
directors.  The act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except
as otherwise specifically required by law.



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    12.  WAIVER OF NOTICE.

         (a)  A director may waive any notice of a meeting before or after the
time and date of the meeting stated in the notice.  Except as provided by
Article II.12.(b), the waiver shall be in writing and shall be signed by the
director.  Such waiver shall be delivered to the secretary for filing with the
corporate records, but such delivery and filing shall not be conditions of the
effectiveness of the waiver.

         (b)  A director's attendance at or participation in a meeting waives
any required notice to him or her of the meeting unless, at the beginning of
the meeting or promptly upon his or her 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.

    13.  ATTENDANCE BY TELEPHONE.  One or more directors may participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may hear each
other during the meeting.  A director participating in a meeting by this means
is deemed to be present in person at the meeting.

    14.  DEEMED ASSENT TO ACTION.  A director who is present at a meeting of
the board of directors when corporate action is taken shall be deemed to have
assented to all action taken at the meeting unless:

         (1)  The director objects at the beginning of the meeting, or
promptly upon his or her arrival, to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to any
action taken at the meeting;

         (2)  The director contemporaneously requests that his or her dissent
or abstention as to any specific action taken be entered in the minutes of the
meeting; or

         (3)  The director causes written notice of his or her dissent or
abstention as to any specific action to be received by the presiding officer
of the meeting before adjournment of the meeting or by the secretary (or, if
the director is the secretary, by another director) promptly after adjournment
of the meeting.

     The right of dissent or abstention pursuant to this Article II.14. as to
a specific action is not available to a director who votes in favor of the
action taken.

    15.  ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or
permitted by law to be taken at a board of directors' meeting may be taken
without a meeting if all members of the board consent to such action in
writing.  Action shall be deemed to have been so taken by the board at the
time the last director signs a writing describing the action taken, unless,
before such time, any director has revoked his or her consent by a writing
signed by the director and received by the secretary or any other person
authorized by the bylaws or the board of directors to receive such a
revocation.  Such action shall be effective at the time and date it is so

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taken unless the directors establish a different effective time or date.  Such
action has the same effect as action taken at a meeting of directors and may
be described as such in any document.

                                  Article III
                                   OFFICERS

     1.  GENERAL.  The Corporation shall have as officers a president, a
secretary, and a treasurer, who shall be appointed by the board of directors.
The board of directors may appoint as additional officers a chairman and other
officers of the board.  The board of directors, the president, and such other
subordinate officers as the board of directors may authorize from time to
time, acting singly, may appoint as additional officers one or more vice
presidents, assistant secretaries, assistant treasurers, and such other
subordinate officers as the board of directors, the president, or such other
appointing officers deem necessary or appropriate.  The officers of the
Corporation shall hold their offices for such terms and shall exercise such
authority and perform such duties as shall be determined from time to time by
these bylaws, the board of directors, or (with respect to officers whom are
appointed by the president or other appointing officers) the persons
appointing them; provided, however, that the board of directors may change the
term of offices and the authority of any officer appointed by the president or
other appointing officers.  Any two or more offices may be held by the same
person.  The officers of the Corporation shall be natural persons at least
eighteen years old.

      2.  TERM.  Each officer shall hold office from the time of appointment
until the time of removal or resignation pursuant to Article III.3. or until
the officer's death.

      3.  REMOVAL AND RESIGNATION.  Any officer appointed by the board of
directors may be removed at any time by the board of directors.  Any officer
appointed by the president or other appointing officer may be removed at any
time by the board of directors or by the person appointing the officer.  Any
officer may resign at any time by giving written notice of resignation to any
director (or to any director other than the resigning officer if the officer
is also a director), to the president, to the secretary, or to the officer who
appointed the officer.  Acceptance of such resignation shall not be necessary
to make it effective, unless the notice so provides.

     4.  PRESIDENT.  The president shall preside at all meetings of
shareholders, and the president shall also preside at all meetings of the
board of directors unless the board of directors has appointed a chairman,
vice chairman, or other officer of the board and has authorized such person to
preside at meetings of the board of directors instead of the president.
Subject to the direction and control of the board of directors, the president
shall be the chief executive officer of the Corporation and as such shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect.  The president may negotiate, enter into, and execute contracts,
deeds, and other instruments on behalf of the Corporation as are necessary and
appropriate to the conduct to the business and affairs of the Corporation or
as are approved by the board of directors.  The president shall have such
additional authority and duties as are appropriate and customary for the
office of president and chief executive officer, except as the same may be
expanded or limited by the board of directors from time to time.

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     5.  VICE PRESIDENT.  The vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of
directors or the president (or, if no such determination is made, in the order
of their appointment), shall be the officer or officers next in seniority
after the president.  Each vice president shall have such authority and duties
as are prescribed by the board of directors or president. Upon the death,
absence, or disability of the president, the vice president, if any, or, if
there are more than one, the vice presidents in the order determined by the
board of directors or the president, shall have the authority and duties of
the president.

     6.  SECRETARY. The secretary shall be responsible for the preparation and
maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by
the Corporation under section 7-116-101 of the Colorado Business Corporation
Act and for authenticating records of the corporation.  The secretary shall
also give, or cause to be given, notice of all meetings of the shareholders
and special meetings of the board of directors, keep the minutes of such
meetings, have charge of the corporate seal and have authority to affix the
corporate seal to any instrument requiring it (and, when so affixed, it may be
attested by the secretary's signature), be responsible for the maintenance of
all other corporate records and files and for the preparation and filing of
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are appropriate and customary for the office of
secretary, except as the same may be expanded or limited by the board of
directors from time to time.

     7.  ASSISTANT SECRETARY.  The assistant secretary, if any, or, if there
are more than one, the assistant secretaries in the order determined by the
board of directors or the secretary (or, if no such determination is made, in
the order of their appointment) shall, under the supervision of the secretary,
perform such duties and have such authority as may be prescribed from time to
time by the board of directors or the secretary.  Upon the death, absence, or
disability of the secretary, the assistant secretary, if any, or, if there are
more than one, the assistant secretaries in the order designated by the board
of directors or the secretary (or, if no such determination is made, in the
order of their appointment), shall have the authority and duties of the
secretary.

     8.  TREASURER.  The treasurer shall have control of the funds and the
care and custody of all stocks, bonds, and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax
returns.  The treasurer shall receive all moneys paid to the Corporation and,
subject to any limits imposed by the board of directors, shall have authority
to give receipts and vouchers, to sign and endorse checks and warrants in the
Corporation's name and on the Corporation's behalf, and give full discharge
for the same.  The treasurer shall also have charge of disbursement of funds
of the Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the board of directors.  The treasurer shall have such
additional authority and duties as are appropriate and customary for the
office of treasurer, except as the same may be expanded or limited by the
board of directors from time to time.


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     9.  ASSISTANT TREASURER.  The assistant treasurer, if any, or, if  there
are more than one, the assistant treasurers in the order determined by the
board of directors or the treasurer (or, if no such determination is made, in
the order of their appointment) shall, under the supervision of the treasurer,
have such authority and duties as may be prescribed from time to time by the
board of directors or the treasurer.  Upon the death, absence, or disability
of the treasurer, the assistant treasurer, if any, or if there are more than
one, the assistant treasurers in the order determined by the board of
directors or the treasurer (or, if no such determination is made, in the order
of their appointment), shall have the authority and duties of the treasurer.

    10.  COMPENSATION.  Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors.  Election
or appointment of an officer shall not of itself create a contractual right to
compensation for services performed as such officer.

                                   Article IV
                                INDEMNIFICATION

     1.  DEFINITIONS.  As used in this article:

         (a)  "Corporation" includes any domestic or foreign entity that is a
predecessor of the Corporation by reason of a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

         (b)  "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, fiduciary, or agent of another domestic or foreign
corporation or other person or of an employee benefit plan.  A director is
considered to be serving an employee benefit plan at the Corporation's request
if his or her duties to the Corporation also impose duties on, or otherwise
involve services by, the director to the plan or to participants in or
beneficiaries of the plan.  "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

         (c)  "Expenses" includes counsel fees.

         (d)  "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an excise
tax assessed with respect to an employee benefit plan, or reasonable expenses.

         (e)  "Official Capacity" means, when used with respect to a director,
the office of director in the Corporation and, when used with respect to a
person other than a director as contemplated in Article IV.I.(a), the office
in the Corporation held by the officer or the employment, fiduciary, or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
Corporation.  "Official Capacity" does not include service for any other
domestic or foreign corporation or other person or employee benefit plan.

         (f)  "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

         (g)  "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

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     2.  AUTHORITY TO INDEMNIFY DIRECTORS.

         (a)  Except as provided in Article IV.2.(d), the Corporation shall
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

              (1)  The person conducted himself or herself in good faith; and

              (2)  The person reasonably believed:

                   (A)  In the case of conduct in an official capacity with
the Corporation, that his or her conduct was in the Corporation's best
interests; and

                   (B)  In all other cases, that his or her conduct was at
least not opposed to the Corporation's best interests; and

              (3)  In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.

         (b)  A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of Article IV.2.(a)(2)(B). A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably
believe to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of Article IV.2.(a)(1).

         (c)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Article IV.2

         (d)  The Corporation may not indemnify a director under this Article
IV.2.

              (1)  In connection with a proceeding by or in the right of the
Corporation in which the director was adjudged liable to the Corporation; or

              (2)  In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving action
in an official capacity, in which proceeding the director was adjudged liable
on the basis that he or she derived an improper personal benefit.

         (e)  Indemnification permitted under this Article IV.2 in connection
with a proceeding by or in the right of the Corporation is limited to
reasonable expenses incurred in connection with the proceeding.

     3.  MANDATORY INDEMNIFICATION OF DIRECTORS.  The Corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by him or
her in connection with the proceeding.



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     4.  ADVANCE OF EXPENSES TO DIRECTORS.

         (a)  The Corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

              (1)  The director furnishes to the Corporation a written
affirmation of the director's good faith belief that he or she has met the
standard of conduct described in Article IV.2.

              (2)  The director furnishes to the Corporation a written
undertaking, executed personally or on the directors behalf, to repay the
advance if it is ultimately determined that he or she did not meet the
standard of conduct; and

              (3)  A determination is made that the facts then known to those
making the determination would not preclude indemnification under this
article.

         (b)  The undertaking required by Article IV.4.(a)(2) shall be an
unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make repayment.

         (c)  Determinations and authorizations of payments under this Article
IV.4 shall be made in the manner specified in Article IV.6.

     5.  COURT-ORDERED INDEMNIFICATION OF DIRECTORS.  A director who is or was
a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction.  On receipt of
an application, the court, after giving any notice the court considers
necessary, may order indemnification in the following manner:

         (1)  If it determines that the director is entitled to mandatory
indemnification under Article IV.3., the court shall order indemnification, in
which case the court shall also order the Corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

         (2)  If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not the director met the standard of conduct set forth in Article IV.2.(a)
or was adjudged liable in the circumstances described in Article IV.2.(d), the
court may order such indemnification as the court deems proper; except that
the indemnification with respect to any proceeding in which liability shall
have been adjudged in the circumstances described in Article IV.2.(d) is
limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.

     6.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.

         (a)  The Corporation may not indemnify a director under Article IV.2
unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in Article
IV.2. The Corporation shall not advance expenses to a director under Article
IV.4 unless authorized in the specific case after the written affirmation and
undertaking required by Article IV.4(a)(1) and IV.4.(a)(2) are received and
the determination required by Article IV.4.(a)(3) has been made.


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         (b)  The determinations required by Article IV.6.(a) shall be made:

              (1)  By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the quorum; or

              (2)  If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of directors,
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.

         (c)  If a quorum cannot be obtained as contemplated in Article
IV.6.(b)(1), and a committee cannot be established under Article IV.6.(b)(2)
if a quorum is obtained or a committee is designated, if a majority of the
directors constituting such quorum or such committee so directs, the
determination required to be made by Article IV.6.(a) shall be made:

              (1)  By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in Article
IV.6.(b)(1) or IV.6.(b)(2), or, if a quorum of the full board cannot be
obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board of directors; or

              (2)  By the shareholders.

         (d)  Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination that
indemnification or advance of expenses is permissible is made by independent
legal counsel, authorization of indemnification and advance of expenses shall
be made by the body that selected such counsel.

     7.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

         (a)  An officer is entitled to mandatory indemnification under
Article IV.3. and is entitled to apply for court-ordered indemnification under
Article IV.5., in each case to the same extent as a director;

         (b)  The Corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the Corporation to the same extent
as to a director; and

         (c)  The Corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a greater
extent than is provided in these bylaws, if not inconsistent with public
policy, and if provided for by general or specific action of its board of
directors or shareholders or by contract.

     8.  INSURANCE.  The Corporation may purchase and maintain insurance on
behalf of a 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 another domestic or foreign corporation or other person or of an

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employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a director,
officer, employee, fiduciary, or agent, whether or not the Corporation would
have power to indemnify the person against the same liability under Article
IV.2., IV.3., or IV.7. Any such insurance may be procured from any insurance
company designated by the board of directors, whether such insurance company
is formed under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the Corporation
has an equity or any other interest through stock ownership or otherwise.

     9.  NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR.  If the
Corporation indemnifies or advances expenses to a director under this article
in connection with a proceeding by or in the right of the Corporation, the
Corporation shall give written notice of the indemnification or advance 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 V
                                     SHARES

    1.  CERTIFICATES.  Certificates representing shares of the capital stock
of the Corporation shall be in such form as is approved by the board of
directors and shall be signed by the chairman or vice chairman of the board of
directors (if any), or the president or any vice president, and by the
secretary or an assistant secretary or the treasurer or an assistant
treasurer.  All certificates shall be sequentially numbered, and the names of
the owners, the number of shares, and the date of issue shall be entered on
the books of the Corporation.  Each certificate representing shares shall
state upon its face

         (a)  That the Corporation is organized under the laws of the State of
Colorado;

         (b)  The name of the person to whom issued;

         (c)  The number and class of the shares and the designation of the
series, if any, that the certificate represents;

         (d)  The par value, if any, of each share represented by the
certificate;

         (e)  A conspicuous statement, on the front or the back, that the
Corporation will furnish to the shareholder, on request in writing and without
charge, information concerning the designations, preferences, limitations, and
relative rights applicable to each class, the variations in preferences,
limitations, and rights determined for each series, and the authority of the
board of directors to determine variations for future classes or series; and

         (f)  Any restrictions imposed by the Corporation upon the transfer of
the shares represented by the certificate.



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     2.  FACSIMILE SIGNATURES.  Where a certificate is signed

         (a)  By a transfer agent other than the Corporation or its employee,
or

         (b)  By a registrar other than the Corporation or its employee, any
or all of the officers' signatures on the certificate required by Article V.1.
may be facsimile.  If any officer, transfer agent or registrar who has signed,
or whose facsimile signature or signatures have been placed upon, any
certificate, shall cease to be such officer, transfer agent, or registrar,
whether because of death, resignation, or otherwise, before the certificate is
issued by the Corporation, it may nevertheless be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue.

     3.  TRANSFERS OF SHARES.  Transfers of shares shall be made on the books
of the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner, or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise
be expressly provided by the statutes of the State of Colorado or by order of
a court of competent jurisdiction.  The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before
making any transfer.  The Corporation shall be entitled to treat the person in
whose name any shares are registered on its books as the owner of those shares
for all purposes and shall not be bound to recognize any equitable or other
claim or interest in the shares on the part of any other person, whether or
not the Corporation shall have notice of such claim or interest.

     4.  SHARES HELD FOR ACCOUNT OF ANOTHER.  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 shall set forth

         (a)  The classification of shareholders who may certify;

         (b)  The purpose or purposes for which the certification may be made;

         (c)  The form of certification and information to be contained
herein;

         (d)  If the certification is with respect to a record date or closing
of the stock transfer books, the time after the record date or the closing of
the stock transfer books within which the certification must be received by
the Corporation; and

         (e)  Such other provisions with respect to the procedure as are
deemed necessary or desirable.  Upon receipt by the Corporation of a
certification complying with the procedure, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified
in place of the shareholder making the certification.



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                                   Article VI
                                  MISCELLANEOUS

     1.  CORPORATE SEAL.  The board of directors may adopt a seal, circular in
form and bearing the name of the Corporation and the words "SEAL" and
"COLORADO," which, when adopted, shall constitute the seal of the Corporation.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber stamped with indelible ink.

     2.  FISCAL YEAR.  The board of directors may, by resolution, adopt a
fiscal year for the Corporation, and if not designated shall be the calendar
year.

     3.  RECEIPT OF NOTICES BY THE CORPORATION.  Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received

         (a)  At the registered office of the Corporation in the State of
Colorado;

         (b)  At the principal office of the Corporation (as that office is
designated in the most recent document filed by the Corporation with the
Secretary of State for the State of Colorado designating a principal office)
addressed to the attention of the secretary of the Corporation;

         (c)  By the secretary of the corporation wherever the secretary may
be found; or

         (d)  By any other person authorized from time to time by the board of
directors, the president, or the secretary to receive such writings, wherever
such person is found.

     4.  AMENDMENT OF BYLAWS.  These Bylaws may at any time and from time to
time be amended, supplemented, or repealed by the board of directors.

The undersigned directors have adopted the foregoing Bylaws as the bylaws of
TangibleData, Inc., effective January 10, 2001.



/s/ Louis Coppage
Louis Coppage, Director


/s/ Dale Stonedahl
Dale Stonedahl, Director


/s/ Alan Williamson
Alan Williamson, Director


/s/ Blair Zykan
Blair Zykan, Director

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