Exhibit 3.2

                                     BYLAWS

                                       OF

                      ROCKY MOUNTAIN MEDICAL SYSTEMS, INC.

                                   ARTICLE I.

                                     Offices

      Section 1. Business Offices. The principal office of the corporation shall
be located in Greenwood Village, 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 tune to time.

      Section 2. Registered Office. The registered office of the corporation
required by the Colorado Corporation Code to be maintained in Colorado may be,
but need not be, identical with the principal office if in Colorado, 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. An annual meeting of the shareholders shall be
held on the first Tuesday in the month of November in each year, or on such
other date as may be determined by the board of directors, beginning with the
year 1984, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as conveniently may be.
Failure to hold an annual meeting as required by these bylaws shall not
invalidate any action taken by the board of directors or officers of the
corporation.

      Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise


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prescribed by statute, may be called by the president or the board of directors,
and shall be called by the president at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.

      Section 3. Place of Meeting. Each meeting of the shareholders shall be
held at such place, either within or outside Colorado, as may be designated in
the notice of meeting, or, it no place is designated in the notice, at the
registered office of the corporation in Colorado.

      Section 4. Notice of Meeting. Except as otherwise prescribed by statute,
written notice of each meeting of the shareholders stating the place, day and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than fifty days before the date of the meeting, either personally or by
first class, certified or registered mail, by or at the direction of the
president, or the secretary, or the officer or person calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
addressed to each shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid, but if three successive
notices mailed to the last known address of any shareholder of record are
returned as undeliverable, no further notices to such shareholder shall be
necessary until another address for such shareholder is made known to the
corporation. If requested by a person or persons, other than the corporation,
lawfully calling a meeting, the secretary shall give notice of such meeting at
corporate expense.

      Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of the shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of the shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books
the board of directors may fix in advance a date


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as the record date for any such determination of shareholders, such date in any
case to be not more than fifty days, and, in case of a meeting of the
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
the shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such divided is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of the
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of the
closing has expired.

      Section 6. Voting Record. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of the shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days before such meeting, this record shall be kept on file
at the principal office of the corporation, whether within or outside Colorado,
and shall be subject to inspection by any shareholder for any purpose germane to
the meeting at any time during usual business hours. Such record shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder for any purpose germane to the meeting
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
record or transfer books or to vote at any meeting of the shareholders.

      Section 7. Proxies. At each meeting of the shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

      Section 8. Quorum.  Except as  otherwise  required by the laws of Colorado
the articles of incorporation, a


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majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at each meeting of
the shareholders, and the affirmative vote of a majority of the shares
represented at a meeting at which a quorum is present and entitled to vote on
the subject matter shall be the act of the shareholders. If less than a majority
of the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time for a period not to
exceed sixty days at any one adjournment without further notice other than an
announcement at the meeting. At such adjourned meeting, at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

      Section 9. Voting of Shares. Each outstanding share of record, regardless
of class, is entitled to one vote, and each fractional share is entitled to a
corresponding fractional vote, on each matter submitted to a vote of the
shareholders either at a meeting thereof or pursuant to Section 11 of this
Article, 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 Corporation Code. In the election of directors each record
holder of stock entitled to vote at such election shall have the right to vote
the number of shares owned by him for as many persons as there are directors to
be elected, and for whose election he has the right to vote. Cumulative voting
shall not be allowed.

      Section 10. Voting of Shares by Certain Holders. Neither treasury shares
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

      Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the board of directors of such corporation may
determine.

      Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by


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him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

      Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court by which such receiver was
appointed.

      A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

      Section 11. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
Such consent (which may be signed in counterparts) shall have the same force and
effect as a unanimous vote of the shareholders, and may be stated as such in any
articles or document filed with the office of the Secretary of State of Colorado
under the Colorado Corporation Code, or other governmental agency.

                                  ARTICLE III.

                               Board of Directors

      Section 1. General Powers. The business and affairs of the corporation
shall be managed by its board of directors, except as otherwise provided in the
Colorado Corporation Code, the articles of incorporation or these bylaws.

      Section 2. Number, Tenure and Qualifications. So long as the stock of the
corporation is owned by fewer than three shareholders the number of directors of
the corporation shall be the same as the number of shareholders or such greater
number as may be specified from time to time by resolution of the board of
directors or by the shareholders. If the stock of the corporation becomes owned
by more than two shareholders, and so long as it is so owned, the number of
directors of the corporation shall be three, or such greater number as may be
specified from time to time by


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resolution of the board of directors or by the shareholders. The director or
directors shall be elected at each annual meeting of the shareholders. Each
director shall hold office until the next annual meeting of the shareholders and
thereafter until his successor shall have been elected and qualified, or until
his earlier death, resignation or removal. Directors must be at least eighteen
years old but need not be residents of Colorado or shareholders of the
corporation.

      Section 3. Vacancies. Any director may resign at any time by giving
written notice to the president or to the secretary of the corporation. A
director's resignation shall take effect at the time specified in such notice;
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective. Any vacancy occurring in the board of
directors may be filled by a majority of the remaining directors though less
than a quorum, or by the affirmative vote of two directors if there are only two
directors remaining, or by a sole remaining director, or by the shareholders if
there are no directors remaining. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
the affirmative vote of a majority of the directors then in office or by an
election at a meeting of shareholders called for that purpose, except that a
directorship being filled by reason of a required increase in the number of
directors pursuant to Section 2 of this Article shall be filled by an election
at a meeting of the shareholders called for that purpose. A director chosen to
fill a vacancy by reason of an increase in the number of directors shall hold
office until the next annual meeting of the shareholders and thereafter until
his successor shall have been elected and qualified, or until his earlier death,
resignation or removal.

      Section 4. Removal. At a meeting called expressly for that purpose, the
entire board of directors or any lesser number may be removed, with or without
cause, by a vote of the holders of the majority of shares then entitled to vote
at an election of directors; except that if the holders of shares of any class
of stock are entitled to elect one or more directors by the provisions of the
articles of incorporation, the provisions of this section shall apply, with
respect to the removal of a director or directors so elected by such class, to
the vote of the holders of the outstanding shares of that class and not to the
vote of the outstanding shares as a whole.


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      Section 5. Regular Meetings. A regular meeting of the board of directors
shall be held immediately after and at the same place as the annual meeting of
the shareholders, or as soon as practicable thereafter at the time and place,
either within or outside Colorado, determined by the board, for the purpose of
electing officers and for the transaction of such other business as may come
before the meeting. The board of directors may provide by resolution the time
and place, either within or outside Colorado, for the holding of additional
regular meetings.

      Section 6. 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
authorized to call special meetings of the board of directors may fix any place
as the place, either within or outside Colorado, for holding any special meeting
of the board called by him.

      Section 7. Notice. Notice of each meeting of the board of directors
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first
class, certified or registered mail, or at least two days prior thereto by
personal delivery of written notice or by telephonic or telegraphic notice,
except that in the case of a meeting to be held pursuant to Section 12 of this
Article telephone notice may be given one day prior thereto. (The method of
notice need not be the same to each director.) Notice shall be deemed to be
given, if mailed, when deposited in the United States mail, with postage thereon
prepaid, addressed to the director at his business or residence address; it
personally delivered; when delivered to the director; if telegraphed, when the
telegram is delivered to the telegraph company; if telephoned, when communicated
to the director. Any director may waive notice of any meeting. The attendance of
a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting unless otherwise required by statute.

      Section 8. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken


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unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

      Section 9. Quorum and Voting. So long as the number Of directors of the
corporation is less than three as provided in Section 2 of this Article, a
quorum for the transaction of any business at a meeting of the board of
directors shall consist of the total number of directors required or authorized
to be in office and the vote of all of such directors shall be required to be
the act of the board of directors. If the number of directors is three or more,
a quorum shall consist of a majority of the directors, and the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors. If less than a quorum is present at
a meeting, the director or directors present may adjourn the meeting from time
to time, without further notice other than an announcement at the meeting, until
a quorum shall be present. No director may vote or act by proxy or power of
attorney at any meeting of the directors.

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

      Section 11. Executive and Other Committees. The board of directors, by
resolution, may designate from among its members an executive committee and one
or more other committees, each of which, to the extent provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors, except as prohibited by statute. The
delegation of authority to any committee shall not operate to relieve the board
of directors or any member of the board from any responsibility imposed by law.
Rules governing procedures for meetings of any committee of the board shall be
as established by the committee, or in the absence thereof by the board of
directors.


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      Section 12. Meetings by Telephone. Unless otherwise provided by the
articles of incorporation, members of the board of directors or any committee
thereof may participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

      Section 13. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the directors or any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be Signed by all of the directors or committee members entitled to vote
with respect to the subject matter thereof. Such consent (which may be signed in
counterparts) 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 articles or
documents filed with the office of the Secretary of State of Colorado under the
Colorado Corporation Code, or other governmental agency.

                                   ARTICLE IV.

                               Officers and Agents

      Section 1. Number and Qualifications. The officers of the corporation
shall be at least a president, a secretary and a treasurer. The board of
directors may also elect or appoint such other officers, assistant officers and
agents, including a chairman of the board, one or more vice-presidents, a
controller, assistant secretaries and assistant treasurers, as they may consider
necessary. One person may hold any two offices, except that no person may
simultaneously hold the offices of president and secretary. All officers must be
at least eighteen years old.

      Section 2. Election and Term of Office. The officers of the corporation
shall be elected by the board of directors annually at the first meeting of the
board held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
earlier death, resignation or removal.

      Section 3. Salaries. The salaries of the officers shall be as fixed from
time to time by the board of


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directors and no officer shall be prevented from receiving a salary by reason of
the fact that he is also a director of the corporation.

      Section 4. Removal. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not in itself create contract rights.

      Section 5. Vacancies. Any officer may resign at any time, subject to any
rights or obligations under any existing contracts between the officer and the
corporation, by giving written notice to the president or to the board of
directors. An officer's resignation shall take effect at the time specified in
such notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. A vacancy in any
office, however occurring, may be filled by the board of directors for the
unexpired portion of the term.

      Section 6. Authority and Duties of Officers. The officers of the
corporation shall have the authority and shall exercise The powers and perform
the duties specified below and as may be additionally specified by the
president, the board of directors or these bylaws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law:

            (a) President. The president shall, subject to the direction and
supervision of The board of directors, (i) be the chief executive officer of the
corporation and have general and active control of its affairs and business and
general supervision of its officers, agents and employees; (ii) unless there is
a chairman of the board, preside at all meetings of the shareholders and the
board of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect: and (iv) perform all other duties incident to
the office of president and as from time to time may be assigned to him by the
board of directors.

            (b) Vice-Presidents. The vice-president, if any, (or if there is
more than one then each vice-president) shall assist the president and shall
perform such duties as may be assigned to him by the president or by the board
of directors. The vice-president, if there is one (or if there


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is more than one then the vice-president designated by the board of directors,
or if there be no such designation then the vice-presidents in order of their
election), shall, at the request of the president, or in his absence or
inability or refusal to act, perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions upon
the president.

            (c) Secretary. The secretary shall: (i) keep the minutes of the
proceedings of the shareholders, the board of directors and any committees of
the board; (ii) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (iii) be custodian of the
corporate records and of the seal of the corporation; (iv) keep at the
corporation's registered office or principal place of business within or outside
Colorado a record containing the names and addresses of all shareholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the corporation's transfer agent or registrar; (v) have general
charge of the stock books of the corporation, unless the corporation has a
transfer agent; and (vi) 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.

            (d) Treasurer. The treasurer shall: (i) be the principal financial
officer of the corporation and have the care and custody of all its funds,
securities, evidences of indebtedness and other personal property and deposit
the same in accordance with the instructions of the board of directors; (ii)
receive and give receipts and acquittances for moneys paid in on account of the
corporation, and pay out of the funds on hand all bills, payrolls and other just
debts of the corporation of whatever nature upon maturity; (iii) unless there is
a controller, be the principal accounting officer of the corporation and as such
prescribe and maintain the methods and systems of accounting to be followed,
keep complete books and records of account, 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; (iv) upon request of the board, make such reports to
it as may be required at any time; and (v) perform all other duties incident to
the office of treasurer and such other


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duties as from time to time may be assigned to him by the board of directors or
the president. Assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision by the treasurer.

      Section 7. Surety Bonds. The board of directors may require any officer or
agent of the corporation to execute to 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.

                                   ARTICLE V.

                                      Stock

      Section 1. Issuance of Shares. The issuance or sale by the corporation of
any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, except
as otherwise may be provided by statute.

      Section 2. Certificates. The shares of stock of the corporation shall be
represented by consecutively numbered certificates signed in the name of the
corporation by the chairman or vice-chairman of the board of directors or by the
president or a vice-president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the corporation, or with a facsimile thereof. The signatures of the
corporation's officers on any certificate may also be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issue. Certificates of stock shall be in such
form consistent with law as shall be prescribed by the board of directors. No
certificate shall be issued until the shares represented thereby are fully paid.

      Section 3. Consideration for Shares. Shares shall be issued for such
consideration expressed in dollars (but not less than the par value thereof) as
shall be fixed


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from time to time by the board of directors. Such consideration may consist, in
whole or in part, of money, other property, tangible or intangible, or labor or
services actually performed for the corporation, but neither the promissory note
of a subscriber or direct purchaser of shares from the corporation, nor the
unsecured or nonnegotiable promissory note of any other person, nor future
services shall constitute payment or part payment for shares. Treasury shares
shall be disposed of for such consideration expressed in dollars as may be fixed
from time to time by the board.

      Section 4. 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 it may prescribe. The board of directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine, before issuing a new certificate.

      Section 5. 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, it shall be the duty of the corporation to 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.

      Section 6. Holders of Record. The corporation shall be entitled to treat
the holder of record of any share of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person whether or not it shall
have express or other notice thereof, except as may be required by the laws of
Colorado.

      Section 7. Shares Held for the Account of a Specified Person or Persons.
The board of directors, in the manner provided by the statutes of Colorado, may
adopt 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.

      Section 8. Transfer Agents, Registrars and Paying Agents. The board of
directors may at its discretion appoint one or more transfer agents, registrars
or agents for making payment upon any class of stock, bond, debenture


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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

      Section 1. Definitions. For purposes of this Article VI, the following
terms shall have the meanings set forth below:

            (a) Action. Any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative;

            (b) Derivative Action. Any Action by or in the right of the
corporation to procure a judgment in its favor;

            (c) Third Party Action. Any Action other than a Derivative Action;
and

            (d) Indemnified Party. Any person who is or was a party or is
threatened to be made a party to any Action 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,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust or other enterprise, including without limitation any employee benefit
plan of the corporation for which any such person is or was serving as trustee,
plan administrator or other fiduciary.

      Section 2. Third Party Actions. The corporation shall indemnify any
Indemnified Party against expenses (including attorney fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably incurred by
him in connection with any Third Party Action if, as determined pursuant to
Section 5 below, he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal Action, had no reasonable cause to believe his conduct
was unlawful. The termination of any Third Party Action by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,


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shall not of itself create either a presumption that the Indemnified Party did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation or, with respect to any
criminal Action, a presumption that the Indemnified Party had reasonable cause
to believe that his conduct was unlawful.

      Section 3. Derivative Actions. The corporation shall indemnify any
Indemnified Party against expenses (including attorney fees) actually and
reasonably incurred by him in connection with the defense or settlement of any
Derivative Action if, as determined pursuant to Section 5 below, he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person is or has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in which
such Action was brought determines upon application that, despite the
adjudication of liability and in view of all circumstances of the case, such
Indemnified Party is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper. If any claim that may be made by or in
the right of the corporation against any person who may seek indemnification
under this Article VI is joined with any claim by any other party against such
person in a single Action, the claim by or in the right of the corporation (and
all expenses related thereto) shall nevertheless be deemed the subject of a
separate and distinct Derivative Action for purposes of this Article VI.

      Section 4. Success on Merits or Otherwise. If and to the extent that any
Indemnified Party has been successful on the merits or otherwise in defense of
any Action referred to in Section 2 or 3 of this Article VI, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney fees) actually and reasonably incurred by him in connection
therewith without the necessity of any determination that he has met the
applicable standards of conduct set forth in Section 2 or 3 of this Article VI.

      Section 5. Determination. Except as provided in Section 4, any
indemnification under Section 2 or 3 of this Article VI (unless ordered by a
court) shall be made by the corporation only upon a determination that
indemnification of the Indemnified Party is proper in the circumstances


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<PAGE>

because he has met the applicable standards of conduct set forth in said Section
2 or 3. Any indemnification under Section 4 of this Article VI (unless ordered
by a court) shall be made by the corporation only upon a determination by the
corporation of the extent to which the Indemnified Party has been or would have
been successful on the merits or otherwise. Any such determination shall be made
(a) by a majority vote of a quorum of the whole board of directors consisting of
directors who are not or were not parties to the subject Action or (b) upon the
request of a majority of the directors who are not or were not parties to such
Action, or if there be none, upon the request of a majority of a quorum of the
whole board of directors, by independent legal counsel (which counsel shall not
be the counsel generally employed by the corporation in connection with its
corporate affairs) in a written opinion, or (c) by the shareholders of the
corporation at a meeting called for such purpose.

      Section 6. Payment in Advance. Expenses (including attorney fees) or some
part thereof incurred by an Indemnified Party in defending any Action, shall be
paid by the corporation in advance of the final disposition of such Action if a
determination to make such payment is made on behalf of the corporation as
provided in Section 5 of this Article VI; provided that no such payment may be
made unless the corporation shall have first received a written undertaking by
or on behalf of the Indemnified Party to repay such amount unless it is
ultimately determined that he is entitled to be indemnified by the corporation
as authorized in this Article VI.

      Section 7. Other Indemnification. The indemnification provided by this
Article VI shall not be deemed exclusive of any other rights to which any
Indemnified Party or other person may be entitled under the articles of
incorporation, any agreement, bylaw (including without limitation any other or
further Section or provision of this Article VI), vote of the shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office.

      Section 8. Period of Indemnification. Any indemnification pursuant to this
Article VI shall be applicable to acts or omissions that occurred prior to the
adoption of this Article VI, shall continue as to any Indemnified Party who has
ceased to be a director, officer, employee, fiduciary or agent of the
corporation or, at the request of the


                                      -16-
<PAGE>

corporation, was serving as and has since ceased to be a director, officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust or other enterprise, including, without limitation, any employee benefit
plan of the corporation for which any such person served as trustee, plan
administrator or other fiduciary, and shall inure to the benefit of the heirs
and personal representatives of such Indemnified Party. The repeal or amendment
of this Article VI or of any Section or provision thereof which would have the
effect of limiting, qualifying or restricting any of the powers or rights of
indemnification provided or permitted in this Article VI shall not, solely by
reason of such repeal or amendment, eliminate, restrict or otherwise affect the
right or power of the corporation to indemnify any person, or affect any right
of indemnification of such person, with respect to any acts or omissions which
occurred prior to such repeal or amendment.

      Section 9. Insurance. By action of the board of directors, notwithstanding
any interest of the directors in such action, the corporation may purchase and
maintain insurance, in such amounts as the board may deem appropriate, on behalf
of any Indemnified Party against any liability asserted against him and incurred
by him in his capacity of or arising out of his status as an Indemnified Party,
whether or not the corporation would have the power to indemnify him against
such liability under applicable provisions of law.

      Section 10. Right to Impose Conditions to Indemnification. The corporation
shall have the right to impose, as conditions to any indemnification provided or
permitted in this Article VI, such reasonable requirements and conditions as to
the board of directors or shareholders may appear appropriate in each specific
case and circumstances, including but not limited to any one or more of the
following: (a) that any counsel representing the person to be indemnified in
connection with the defense or settlement of any Action shall be counsel
mutually agreeable to the person to be indemnified and to the corporation; (b)
that the corporation shall have the right, at its option, to assume and control
the defense or settlement of any claim or proceeding made, initiated or
threatened against the person to be indemnified; and (c) that the corporation
shall be subrogated, to the extent of any payments made by way of
indemnification, to all of the indemnified person's right of recovery, and that
the person to be indemnified shall execute all writings and do everything
necessary to assure such rights of subrogation to the corporation.


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<PAGE>

                                  ARTICLE VII.

                                  Miscellaneous

      Section 1. Waivers of Notice, Whenever notice is required by law, by the
articles of incorporation or by these bylaws, a waiver thereof in writing signed
by the director, shareholder or other person entitled to said notice, whether
before or after the time stated therein, or his appearance at such meeting in
person or (in the case of a shareholders' meeting) by proxy, shall be equivalent
to such notice.

      Section 2. Voting of Securities by the Corporation. Unless otherwise
provided by resolution of the board of directors, on behalf of the corporation
the president or any vice-president shall attend in person or by substitute
appointed by him, or shall execute written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the shareholders of any
other corporation, association or other entity in which the corporation holds
any stock or other securities, and may execute written waivers of notice with
respect to any such meetings. At all such meetings and otherwise, the president
or any vice-president, in person or by substitute or proxy as aforesaid, may
vote the stock or other securities so held by the corporation and may execute
written consents and any other instruments with respect to such stock or
securities and may exercise any and all rights and powers incident to the
ownership of said stock or securities, subject, however, to the instructions, if
any, of the board of directors.

      Section 3. Seal. The corporate seal of the corporation shall be circular
in form and shall contain the name of the corporation, the year of its
organization and the words "Seal, Colorado".

      Section 4. Fiscal Year. The fiscal year of the corporation shall be as
established by the board of directors.

      Section 5. Amendments. Subject to repeat or change by action of the
shareholders, the power to alter, amend or repeal these bylaws and adopt new
bylaws shall be vested in the board of directors.

                                      (END)


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