**AMENDED
      AND RESTATED**




**BYLAWS**




**OF**




**ZULU
      ENERGY CORP.**




**ARTICLE
      I**




**OFFICES**




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




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




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




ARTICLE
      II




**SHAREHOLDERS**




Section
      1. Annual
      Meeting .
      The
      annual meeting of the shareholders shall be held during the month of April
      of
      each year on a date and at a time fixed by the board of directors of the
      corporation (or by the president in the absence of action by the board of
      directors), beginning with the year 2009, for the purpose of electing directors
      and for the transaction of such other business as may come before the meeting.
      If the election of directors is not held on the day fixed as provided herein
      for
      any annual meeting of the shareholders, or any adjournment thereof, the board
      of
      directors shall cause the election to be held at a special meeting of the
      shareholders as soon thereafter as it may conveniently be held.




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









Section
      2. Special
      Meetings .
      Unless
      otherwise prescribed by statute, special meetings of the shareholders may be
      called for any purpose by the president or by the board of directors. The
      president shall call a special meeting of the shareholders if the corporation
      receives one or more written demands for the meeting, stating the purpose or
      purposes for which it is to be held, signed and dated by holders of shares
      representing at least ten percent of all the votes entitled to be cast on any
      issue proposed to be considered at the meeting.




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




Section
      4. Notice
      of Meeting .
      Written
      notice stating the place, date, and hour of the meeting shall be given not
      less
      than 10 nor more than 60 days before the date of the meeting, except that (i)
      if
      the number of authorized shares is to be increased, at least thirty days' notice
      shall be given, or (ii) any other longer notice period that is 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 except as otherwise
      required by Colorado Business Corporation Act.




Notice
      of
      a special meeting shall include a description of the purpose or purposes of
      the
      meeting. Notice of an annual meeting need not include a description of the
      purpose or purposes of the meeting except the purpose or purposes shall be
      stated with respect to (i) an amendment to the articles of incorporation of
      the
      corporation, (ii) a merger or share exchange in which the corporation is a
      party
      and, with respect to a share exchange, in which the corporation's shares will
      be
      acquired, (iii) a sale, lease, exchange or other disposition, other than in
      the
      usual and regular course of business, of all or substantially all of the
      property of the corporation or of another entity which this corporation
      controls, in each case with or without the goodwill, (iv) a dissolution of
      the
      corporation, (v) restatement of the articles of incorporation, or (vi) any
      other
      purpose for which a statement of purpose is required by the Colorado Business
      Corporation Act. Notice shall be given personally or by mail, private carrier,
      telegraph, teletype, electronically transmitted facsimile or other form of
      wire
      or wireless communication by or at the direction of the president, the
      secretary, or the officer or persons calling the meeting, to each shareholder
      of
      record entitled to vote at such meeting. If mailed and if in a comprehensive
      form, such notice shall be deemed to be given and effective when deposited
      in
      the United States mail, properly addressed to the shareholder at his address
      as
      it appears in the corporation's current record of shareholders, with first
      class
      postage prepaid. If notice is given other than by mail, and provided that such
      notice is in a comprehensible form, the notice is given and effective at the
      earliest of (i) the date received by the shareholder, (ii) five days after
      mailing, or (iii) the date shown on the return receipt if mailed by registered
      or certified mail, return receipt requested, and the receipt is signed by or
      on
      behalf of the addressee.




2




Any
      notice to shareholders given by the corporation pursuant to any provision of
      these Bylaws, the Colorado Business Corporation Act or the corporation’s
      Articles of Incorporation is effective if given by a form of electronic
      transmission consented to by the shareholder to whom the notice is given. The
      consent is revocable by the shareholder by written notice to the corporation.
      The consent is revoked if (i) the corporation is unable to deliver by electronic
      transmission two consecutive notices given by the corporation in accordance
      with
      the consent; and (ii) the inability to deliver by electronic transmission
      becomes known to the secretary, assistant secretary, transfer agent or other
      agent of the corporation responsible for the giving of notice. However, the
      inadvertent failure to treat the inability to deliver notice by electronic
      transmission as a revocation does not invalidate any meeting or other action.
      As
      used in this Section 4, “electronic transmission” means any form of
      communication not directly involving the physical transmission of paper that
      (i)
      creates a record that may be retained, retrieved and reviewed by the recipient
      of the communication; and (ii) may be directly reproduced in paper form by
      the
      recipient through an automated process.





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





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




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




3




Section
      5. Fixing
      of Record Date .
      For the
      purpose of determining shareholders entitled to (i) notice of or vote at any
      meeting of shareholders or any adjournment thereof, (ii) receive distributions
      or share dividends, (iii) demand a special meeting, or (iv) make a determination
      of shareholders for any other proper purpose, the board of directors may fix
      a
      future date as the record date for any such determination of shareholders,
      such
      date in any case to be not more than 70 days, and, in case of a meeting of
      shareholders, not less than 10 days, prior to the date on which the particular
      action requiring such determination of shareholders is to be taken. If no record
      date is fixed by the directors, the record date shall be the day before the
      notice of the meeting is given to shareholders, or the date on which the
      resolution of the board of directors providing for a distribution is adopted,
      as
      the case may be. When a determination of shareholders entitled to vote at any
      meeting of shareholders is made as provided in this section, such determination
      shall apply to any adjournment thereof unless the board of directors fixes
      a new
      record date, which it must do if the meeting is adjourned to a date more than
      120 days after the date fixed for the original meeting. Unless otherwise
      specified when the record date is fixed, the time of day for such determination
      shall be as of the corporation's close of business on the record
      date.




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




Section
      6. Voting
      Lists .
      After a
      record date is fixed for a shareholders' meeting, the secretary shall make,
      at
      the earlier of 10 days before such meeting or 2 business days after notice
      of
      the meeting has been given, a complete list of the shareholders entitled to
      be
      given notice of such meeting or any adjournment thereof. The list shall be
      arranged by voting groups and within each voting group by class or series of
      shares, shall be in alphabetical order within each class or series, and shall
      show the address of and the number of shares of each class or series held by
      each shareholder. For the period beginning the earlier of ten days prior to
      the
      meeting or two business days after notice of the meeting is given and continuing
      through the meeting and any adjournment thereof, this list shall be kept on
      file
      at the principal office of the corporation, or at a place (which shall be
      identified in the notice) in the city where the meeting will be held. Such
      list
      shall be available for inspection on written demand by any shareholder
      (including for the purpose of this Section 6 any holder of voting trust
      certificates) or his agent or attorney during regular business hours and during
      the period available for inspection. The original stock transfer books shall
      be
      prima facie evidence as to who are the shareholders entitled to examine such
      list or transfer books or to vote at any meeting of shareholders.




Any
      shareholder, his agent or attorney may copy the list during regular business
      hours and during the period it is available for inspection, provided (i) the
      shareholder has been a shareholder for at least three months immediately
      preceding the demand or holds at least five percent of all outstanding shares
      of
      any class of shares as of the date of the demand, (ii) the demand is made in
      good faith and for a purpose reasonably related to the demanding shareholder's
      interest as a shareholder, (iii) the shareholder describes with reasonable
      particularity the purpose and the records the shareholder desires to inspect,
      (iv) the records are directly connected with the described purpose, and (v)
      the
      shareholder pays a reasonable charge covering the costs of labor and material
      for such copies, not to exceed the estimated cost of production and
      reproduction.




4




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




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




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




Section
      9. Proxies .
      At all
      meetings of shareholders, a shareholder may vote by proxy by signing an
      appointment form or similar writing, either personally or by his duly authorized
      attorney-in-fact. A shareholder may also appoint a proxy by transmitting or
      authorizing the transmission of a telegram, teletype, or other electronic
      transmission providing a written statement of the appointment to the proxy,
      a
      proxy solicitor, proxy support service organization, or other person duly
      authorized by the proxy to receive appointments as agent for the proxy, or
      to
      the corporation. The transmitted appointment shall set forth or be transmitted
      with written evidence from which it can be determined that the shareholder
      transmitted or authorized the transmission of the appointment. The proxy
      appointment form or similar writing shall be filed with the secretary of the
      corporation before or at the time of the meeting. The appointment of a proxy
      is
      effective when received by the corporation and is valid for eleven months unless
      a different period is expressly provided in the appointment form or similar
      writing.




5




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




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




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




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




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




Section
      10. Voting
      of Shares .
      Subject
      to the provisions of the articles of incorporation, each outstanding share,
      regardless of class, shall be entitled to one vote, except in the election
      of
      directors, **** and
      each
      fractional share shall be entitled to a corresponding fractional vote on each
      matter submitted to a vote at a meeting of shareholders, except to the extent
      that the voting rights of the shares of any class or classes are limited or
      denied by the articles of incorporation as permitted by the Colorado Business
      Corporation Act. Cumulative voting shall not be permitted in the election of
      directors or for any other purpose. Each record holder of stock shall be
      entitled to vote in the election of directors and shall have as many votes
      for
      each of the shares owned by him as there are directors to be elected and for
      whose election he has the right to vote.




Subject
      to the provisions of the articles of incorporation, at each election of
      directors, that number of candidates equaling the number of directors to be
      elected, having the highest number of votes cast in favor of their election,
      shall be elected to the board of directors.




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




6




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




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




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




(ii)  the
      name
      signed purports to be that of an administrator, executor, guardian or
      conservator representing the shareholder and, if the corporation requests,
      evidence of fiduciary status acceptable to the corporation has been presented
      with respect to the vote, consent, waiver, proxy appointment or proxy
      appointment revocation;




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




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




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




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




7




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




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




Section
      12. Informal
      Action by Shareholders .
      Any
      action required or permitted to be taken at a meeting of the shareholders may
      be
      taken without a meeting if the corporation receives a written consent (or
      counterparts thereof) that sets forth the action so taken is signed by
      shareholders holding shares having not less than the minimum number of votes
      that would be necessary to authorize or take such action at a meeting at which
      all of the shares entitled to vote thereon were present and voted. Such consent
      shall have the same force and effect as the vote of the consenting shareholders
      cast at a meeting and may be stated as such in any document. The corporation
      may
      receive such writing by electronically transmitted facsimile or other form
      of
      wire or wireless communication providing the corporation with a complete copy
      thereof, including a copy of the signature thereto.




No
      action
      taken under this Section 12 shall be effective, unless, within 60 days after
      the
      date the corporation first receives the a writing describing and consenting
      to
      the action and signed by a shareholder, the corporation has received a writing
      that describe and consent to the action, signed by shareholders holding at
      least
      the number of shares necessary to authorize or take the action (disregarding
      any
      consent that has been revoked as provided below). Any action taken under this
      Section 12 shall be effective as of the date the last writing necessary to
      effect the action is received by the corporation unless all of the writings
      necessary to effect the action specify a different effective date, in which
      case
      such specified date shall be the effective date for such action. If any
      shareholder revokes the shareholder’s consent as provided for herein prior to
      what would otherwise be the effective date, the action proposed in the consent
      shall be invalid unless the number of shares for which valid consents have
      been
      received are sufficient to authorize or take the action. Any shareholder that
      has signed a writing describing and consenting to action taken pursuant to
      this
      Section 12 may revoke such consent by a writing signed and dated by the
      shareholder describing the action and stating that the shareholder’s prior
      consent thereto is revoked if such writing is received by the corporation before
      the effectiveness of the action. Unless otherwise fixed by statute or court,
      the
      record date for determining shareholders entitled to take action pursuant to
      this Section 12 or entitled to be given notice of the taking of such action
      as
      provided in the following paragraph is the date the corporation first receives
      a
      writing upon which the action is taken.




If
      action
      is taken under this Section 12 with less than unanimous consent of all
      shareholders entitled to vote upon the action, the corporation or shareholders
      taking the action shall, upon receipt by the corporation of all writings
      necessary to effect the action, give notice of the action to all shareholders
      who were entitled to vote upon the action but who have not consented to the
      action as provided in this Section 12. The notice shall contain or be
      accompanied by the same material, if any, that would have been required under
      the Colorado Business Corporation Act to be given to shareholders in or with
      notice of the meeting at which the action would have been submitted to the
      shareholders.




8




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





ARTICLE
      III




**BOARD
      OF DIRECTORS**




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




Section
      2. Number,
      Qualifications and Tenure .
      The
      number of directors of the corporation shall be fixed from time to time by
      the
      board of directors, subject to the provisions of the articles of incorporation,
      but shall not be less than the number required by law, and no decrease in the
      number of directors shall have the effect of shortening the term of any
      incumbent director. A director shall be a natural person who is 18 years of
      age
      or older. A director need not be a resident of Colorado or a shareholder of
      the
      corporation.




Directors
      shall be elected at each annual meeting of shareholders. Each director shall
      hold office until the next annual meeting of shareholders following his election
      and thereafter until his successor shall have been elected and qualified.
      Directors shall be removed in the manner provided by the Colorado Business
      Corporation Act. Any director may be removed by the shareholders with or without
      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.




Section
      3. Vacancies .
      Any
      director may resign at any time by giving written notice to the secretary.
      Such
      resignation shall take effect at the time the notice is received by the
      secretary unless the notice specifies a later effective date. Unless otherwise
      specified in the notice of resignation, the corporation's acceptance of such
      resignation shall not be necessary to make it effective. Subject to the
      provisions of the articles of incorporation, any vacancy on the board of
      directors may be filled by the affirmative vote of a majority of the
      shareholders at a special meeting called for that purpose or by the board of
      directors. If the directors remaining in office constitute fewer than a quorum
      of the board, the directors may fill the vacancy by the affirmative vote of
      a
      majority of all the directors remaining in office. If elected by the directors,
      the director shall hold office until the next annual shareholders' meeting
      at
      which directors are elected. If elected by the shareholders, the director shall
      hold office for the unexpired term of his predecessor in office; except that,
      if
      the director's predecessor was elected by the directors to fill a vacancy,
      the
      director elected by the shareholders shall hold office for the unexpired term
      of
      the last predecessor elected by the shareholders.




9




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




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




Section
      6. Notice .
      Notice
      of the date, time and place of any special meeting shall be given to each
      director at least 24 hours prior to the meeting orally, personally or by
      telephone, by written notice either personally delivered or mailed to each
      director at his business address, or by notice transmitted by private courier,
      telegraph, telex, electronically transmitted facsimile or other form of wire
      or
      wireless communications. If mailed, such notice shall be deemed to be given
      and
      to be effective on the earlier of (i) five days after such notice is deposited
      in the United States mail, properly addressed, with first class postage prepaid,
      or (ii) the date shown on the return receipt, if mailed by registered or
      certified mail return receipt requested, provided that the return receipt is
      signed by the director to whom the notice is addressed. If notice is given
      by
      telex, electronically transmitted facsimile or other similar form of wire or
      wireless communication, such notice shall be deemed to be given and to be
      effective when sent, and with respect to a telegram, such notice shall be deemed
      to be given and to be effective when the telegram is delivered to the telegraph
      company. If a director has designated in writing one or more reasonable
      addresses or facsimile numbers for delivery of notice to him, notice sent by
      mail, telegraph, telex, electronically transmitted facsimile or other form
      of
      wire or wireless communication shall not be deemed to have been given or to
      be
      effective unless sent to such addresses or facsimile numbers, as the case may
      be.




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




10




Section
      7. Quorum .
      A
      majority of the number of directors fixed by the board of directors pursuant
      to
      Article III, Section 2 or, if no number is fixed, a majority of the number
      in
      office immediately before the meeting begins, shall constitute a quorum for
      the
      transaction of business at any meeting of the board of directors, but if less
      than such majority is present at a meeting, a majority of the directors present
      may adjourn the meeting from time to time without further notice.




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




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




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




Section
      11. Committees .
      By
      resolution adopted by a majority of all the directors in office when the action
      is taken, the board of directors may designate from among its members an
      executive committee and one or more other committees, and appoint one or more
      members of the board of directors to serve on them. To the extent provided
      in
      the resolution, each committee shall have all the authority of the board of
      directors, except that no such committee shall have the authority to (i)
      authorize distributions, (ii) approve or propose to shareholders actions or
      proposals required by the Colorado Business Corporation Act to be approved
      by
      shareholders, (ii) fill vacancies on the board of directors or any committee
      thereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal the
      bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii)
      authorize or approve the reacquisition of shares unless pursuant to a formula
      or
      method prescribed by the board of directors, or (viii) authorize or approve
      the
      issuance or sale of shares, or contract for the sale of shares or determine
      the
      designations and relative rights, preferences and limitations of a class or
      series of shares, except that the board of directors may authorize a committee
      or officer to do so within limits specifically prescribed by the board of
      directors. The committee shall then have full power within the limits set by
      the
      board of directors to adopt any final resolution setting forth all preferences,
      limitations and relative rights of such class or series and to authorize an
      amendment of the articles of incorporation stating the preferences, limitations
      and relative rights of a class or series for filing with the Secretary of State
      under the Colorado Business Corporation Act.




11




Sections
      4, 5, 6, 7, 8 and 12 of Article III, which govern meetings, notice, waiver
      of
      notice, quorum, voting requirements and action without a meeting of the board
      of
      directors, shall apply to committees and their members appointed under this
      Section 11.




Neither
      the designation of any such committee, the delegation of authority to such
      committee, nor any action by such committee pursuant to its authority shall
      alone constitute compliance by any member of the board of directors or a member
      of the committee in question with his responsibility to conform to the standard
      of care set forth in Article III, Section 14 of these bylaws.




Section
      12. Informal
      Action by Directors .
      Any
      action required or permitted to be taken at a meeting of the directors or any
      committee designated by the board of directors may be taken without a meeting
      if
      a written consent (or counterparts thereof) that sets forth the action so taken
      is signed by all of the directors entitled to vote with respect to the action
      taken. Such consent shall have the same force and effect as a unanimous vote
      of
      the directors or committee members and may be stated as such in any document.
      Unless the consent specifies a different effective date, action taken under
      this
      Section 12 is effective at the time the last director signs a writing describing
      the action taken, unless, before such time, any director has revoked his consent
      by a writing signed by the director and received by the president or the
      secretary of the corporation.




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




Section
      14. Standard
      of Care .
      A
      director shall perform his duties as a director, including, without limitation,
      his duties as a member of any committee of the board, in good faith, in a manner
      he reasonably believes to be in the best interests of the corporation, and
      with
      the care an ordinarily prudent person in a like position would exercise under
      similar circumstances. In performing his duties, a director shall be entitled
      to
      rely on information, opinions, reports or statements, including financial
      statements and other financial data, in each case prepared or presented by
      the
      persons herein designated. However, he shall not be considered to be acting
      in
      good faith if he has knowledge concerning the matter in question that would
      cause such reliance to be unwarranted. A director shall not be liable to the
      corporation or its shareholders for any action he takes or omits to take as
      a
      director if, in connection with such action or omission, he performs his duties
      in compliance with this Section 14.




12




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





ARTICLE
      IV




**OFFICERS
      AND AGENTS**




Section
      1. General .
      The
      officers of the corporation shall include a president, one or more vice
      presidents, a secretary and a treasurer, each of whom shall be a natural person
      18 years of age or older. One person may hold more than one office. The board
      of
      directors or an officer or officers authorized by the board may appoint such
      other officers, assistant officers, committees and agents, including a chairman
      of the board, assistant secretaries and assistant treasurers, as they may
      consider necessary. Except as expressly prescribed by these bylaws, the board
      of
      directors or the officer or officers authorized by the board shall from time
      to
      time determine the procedure for the appointment of officers, their authority,
      duties and their compensation, provided that the board of directors may change
      the authority, duties and compensation of any officer who is not appointed
      by
      the board.




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




Section
      3. Resignation
      and Removal .
      An
      officer may resign at any time by giving written notice of resignation to the
      president, secretary or other person who appoints such officer. The resignation
      is effective when the notice is received by the corporation unless the notice
      specifies a later effective date.




Any
      officer or agent may be removed at any time with or without cause by the board
      of directors or an officer or officers authorized by the board. Such removal
      does not affect the contract rights, if any, of the corporation or of the person
      so removed. The appointment of an officer or agent shall not in itself create
      contract rights.




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




13




Section
      5. Chief
      Executive Officer .
      Subject
      to the direction and supervision of the board of directors, the chief executive
      officer of the corporation shall have general and active control of its affairs
      and business and general supervision of its officers, agents and
      employees.




Section
      6. President .
      The
      president shall preside at all meetings of shareholders and 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. Unless otherwise directed by
      the
      board of directors, the president shall attend in person or by substitute
      appointed by him, or shall execute on behalf of the corporation written
      instruments appointing a proxy or proxies to represent the corporation, at
      all
      meetings of the stockholders of any other corporation in which the corporation
      holds any stock. On behalf of the corporation, the president may in person
      or by
      substitute or by proxy execute written waivers of notice and consents with
      respect to any such meetings. At all such meetings and otherwise, the president,
      in person or by substitute or proxy, may vote the stock held by the corporation,
      execute written consents and other instruments with respect to such stock,
      and
      exercise any and all rights and powers incident to the ownership of said stock,
      subject to the instructions, if any, of the board of directors. The president
      shall have custody of the treasurer's bond, if any. 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 these bylaws, as they may be amended, or by the board
      of
      directors, from time to time.




Section
      7. Vice
      Presidents .
      The
      vice presidents shall assist the president and the chief executive officer
      and
      shall perform such duties as may be assigned to them by the president, chief
      executive officer or by the board of directors. In the absence of the president,
      the vice president, if any (or, if more than one, the vice presidents in the
      order designated by the board of directors, or if the board makes no such
      designation, then the vice president designated by the president, or if neither
      the board nor the president makes any such designation, the senior vice
      president as determined by first election to that office), shall have the powers
      and perform the duties of the president.




14




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




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




Section
      9. Treasurer
      or Chief Financial Officer .
      The
      treasurer or chief financial officer shall be the principal financial officer
      of
      the corporation, shall have the care and custody of all funds, securities,
      evidences of indebtedness and other personal property of the corporation and
      shall deposit the same in accordance with the instructions of the board of
      directors. Subject to the limits imposed by the board of directors, he shall
      receive and give receipts and acquittances for money paid in on account of
      the
      corporation, and shall pay out of the corporation's funds on hand all bills,
      payrolls and other just debts of the corporation of whatever nature upon
      maturity. He shall perform all other duties incident to the performance of
      his
      duties and, upon request of the board, shall make such reports to it as may
      be
      required at any time. He shall, if required by the board, give the corporation
      a
      bond in such sums and with such sureties as shall be satisfactory to the board,
      conditioned upon the faithful performance of his duties and for the restoration
      to the corporation of all books, papers, vouchers, money and other property
      of
      whatever kind in his possession or under his control belonging to the
      corporation. He shall have such other powers and perform such other duties
      as
      may from time to time be prescribed by the board of directors, the president
      or
      the chief executive officer.




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




15





ARTICLE
      V




**STOCK**




Section
      1. Certificates .
      Shares
      of any or all of the corporation’s stock may be evidenced by certificates for
      shares of stock, in such form as the board of directors may from time to time
      prescribe, or may be issued in uncertificated form. The issuance of shares
      in
      uncertificated form shall not affect shares already represented by a
      certificate. Except as expressly provided by law, there shall be no difference
      in the rights or obligations of stockholders based on whether or not their
      shares are represented by certificates.




To
      the
      extent that persons or entities hold stock certificates in the corporation,
      each
      certificate shall be signed in the name of the corporation by the president
      or a
      vice-president, and by the treasurer or an assistant treasurer, or the secretary
      or an assistant secretary of the corporation. Any of or all the signatures
      on
      the certificate may be facsimile. In case any officer, transfer agent or
      registrar who has signed or whose facsimile signature has been placed upon
      a
      certificate shall have ceased to be such officer, transfer agent or registrar
      before such certificate is issued, it may be issued by the corporation with
      the
      same effect as if he were such officer, transfer agent or registrar at the
      date
      of issue. Certificates of stock shall be consecutively numbered and shall be
      in
      such form consistent with law as shall be prescribed by the board of
      directors.




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




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




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




16




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




Section
      5. Transfer
      Agent, Registrars and Paying Agents .
      The
      board may, at its discretion, appoint one or more transfer agents, registrars
      and agents for making payment upon any class of stock, bond, debenture or other
      security of the corporation. Such agents and registrars may be located either
      within or outside Colorado. They shall have such rights and duties and shall
      be
      entitled to such compensation as may be agreed.





ARTICLE
      VI




**INDEMNIFICATION
      OF CERTAIN PERSONS**




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




17




A
      director's conduct with respect to an employees 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 in (ii)
      of
      this Section 1. 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 requirement of this section that he conduct himself in good
      faith.




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




Section
      2. Right
      to Indemnification .
      The
      corporation shall indemnify any Proper Person who was wholly successful, on
      the
      merits or otherwise, in defense of any action, suit, or proceeding as to which
      he was entitled to indemnification under Section 1 of this Article VI against
      expenses (including attorneys' fees) reasonably incurred by him in connection
      with the proceeding without the necessity of any action by the corporation
      other
      than the determination in good faith that the defense has been wholly
      successful.




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




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




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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.




Section
      5. Court-Ordered
      Indemnification .
      Any
      Proper Person may apply for indemnification to the court conducting the
      proceeding or to another court of competent jurisdiction for mandatory
      indemnification under Section 2 of this Article VI, including indemnification
      for reasonable expenses incurred to obtain court-ordered indemnification. If
      a
      court determines that the Proper Person is entitled to indemnification under
      Section 2 of this Article VI, the court shall order indemnification including
      the Proper Person's reasonable expenses incurred to obtain court-ordered
      indemnification. If the court determines that such Proper Person is fairly
      and
      reasonably entitled to indemnification in view of all the relevant
      circumstances, whether or not he met the standards of conduct set forth in
      Section 1 of this Article VI or was adjudged liable in the proceeding, the
      court
      may order such indemnification as the court deems proper except that if the
      Proper Person has been adjudged liable, indemnification shall be limited to
      reasonable expenses incurred in connection with the proceeding and reasonable
      expenses incurred to obtain court-ordered indemnification.




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




Section
      7. Additional
      Indemnification to Certain Persons Other Than Directors .
      In
      addition to the indemnification provided to officers, employees, fiduciaries
      or
      agents because of their status as Proper Persons under this Article, the
      corporation may also indemnify and advance expenses to them if they are not
      directors of the corporation 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.




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




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





ARTICLE
      VII




**PROVISION
      OF INSURANCE**




By
      action
      of the board of directors, notwithstanding any interest of the directors in
      the
      action, the corporation may purchase and maintain insurance, in such scope
      and
      amounts as the board of directors deems appropriate, on behalf of any person
      who
      is or was a director, officer, employee, fiduciary or agent of the corporation,
      or who, while a director, officer, employee, fiduciary or agent of the
      corporation, is or was serving at the request of the corporation as a director,
      officer, partner, trustee, employee, fiduciary or agent of any other foreign
      or
      domestic profit or nonprofit corporation or of any partnership, joint venture,
      trust, profit or nonprofit unincorporated association, limited liability
      company, other enterprise or employee benefit plan, against any liability
      asserted against, or incurred by, him in that capacity or arising out of his
      status as such, whether or not the corporation would have the power to indemnify
      him against such liability under the provisions of Article VI or applicable
      law.
      Any such insurance may be procured from any insurance company designated by
      the
      board of directors of the corporation, whether such insurance company is formed
      under the laws of Colorado or any other jurisdiction of the United States or
      elsewhere, including any insurance company in which the corporation has an
      equity interest or any other interest, through stock ownership or
      otherwise.





ARTICLE
      VIII




**MISCELLANEOUS**




Section
      1. Seal .
      The
      board of directors may adopt a corporate seal, which shall be circular in form
      and shall contain the name of the corporation and the words, "Seal,
      Colorado."




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




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Section
      3. Amendments .
      The
      board of directors shall have power, to the maximum extent permitted by the
      Colorado Business Corporation Act and the articles of incorporation, to make,
      amend and repeal the bylaws of the corporation at any regular or special meeting
      of the board unless the shareholders, in making, amending or repealing a
      particular bylaw, expressly provide that the directors may not amend or repeal
      such bylaw. The shareholders also shall have the power to make, amend or repeal
      the bylaws of the corporation at any annual meeting or at any special meeting
      called for that purpose.




Section
      4. 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
      actually received: (i) at the registered office of the corporation in Colorado;
      (ii) 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 Colorado designating a principal office) addressed to the attention of
      the
      secretary of the corporation; (iii) by the secretary of the corporation wherever
      the secretary may be found; or; (iv) by any other person authorized from time
      to
      time by the board or directors or the president to receive such writings,
      wherever such person is found.




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




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




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




*
      * * *
      *





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