UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB\A

                (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1999

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to ________

                         Commission File Number 0-11730

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

        (Exact name of small business issuer as specified in its charter)

               Colorado                                 84-0189377
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                             7001 Seaview Avenue NW
                                    Suite 210
                            Seattle, Washington 98117
                    (Address of principal executive offices)

                                 (206) 297-6151
                           (Issuer's Telephone number)

                                       N/A
     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.
                                                            Yes    No
                                                              ---   ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                                         Outstanding at
                 Class                                  December 31, 1999
        -----------------------                        --------------------
        Common Stock, $.001 par value                       32,500,000

Transitional Small Business Disclosure Format (Check one):  Yes ___  No   X
                                                                       ------




<PAGE>





                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                         Commission File Number: 0-11730

                         Quarter Ended December 31, 1999

                                  FORM 10-QSB/A

Part I - FINANCIAL INFORMATION

Unaudited Consolidated Statements of Operations..........................Page 1

Unaudited Consolidated Balance Sheets....................................Page 3

Unaudited Consolidated Statements of Cash Flows..........................Page 4

Notes to Unaudited Consolidated Financial Statements.....................Page 5

Management's Discussion and Analysis or Plan of Operation................Page 10

Part II - OTHER INFORMATION..............................................Page 15

Signatures...............................................................Page 17

<PAGE>




                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations

                                                       Three Months Ended
                                                           December 31,
                                                  -----------------------------
                                                      1998             1999
                                                  ------------     ------------

Revenue
   Prepaid cards and pins ....................    $       --       $    318,705
   Commissions ...............................            --            490,074
   Other .....................................            --              2,370
   Allowances ................................            --            (12,402)
                                                  ------------     ------------
     Total revenue ...........................            --            798,747
                                                  ------------     ------------

Operating expenses

   Prepaid cards and pins ....................            --            236,954
   Commissions ...............................            --            396,570
   Sales, general and administrative .........            --            496,664
                                                  ------------     ------------
     Total operating expenses ................            --          1,130,188
                                                  ------------     ------------

Loss from operations .........................            --           (331,441)

Other income (expense)
   Other income ..............................            --             16,727
   Interest expense ..........................         (16,953)         (32,700)
                                                  ------------     ------------

Loss before income taxes .....................         (16,953)        (347,414)

Income taxes .................................           4,132             --
                                                  ------------     ------------

Net loss .....................................    $    (12,821)    $   (347,414)
                                                  ============     ============

Loss per common share - basic and diluted ....    $       --       $       (.01)
                                                  ============     ============

Weighted average number of common
 shares outstanding - basic and diluted                  2,000       32,500,000
                                                  ============     ============






            See notes to unaudited consolidated financial statements.

                                      - 1 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations

                                                        Six Months Ended
                                                           December 31,
                                                  -----------------------------
                                                      1998             1999
                                                  ------------     ------------
Revenue
   Prepaid cards and pins ....................    $       --       $    763,795
   Commissions ...............................            --            935,207
   Other .....................................            --              2,370
   Allowances ................................            --            (17,781)
                                                  ------------     ------------
     Total revenue ...........................            --          1,683,591
                                                  ------------     ------------

Operating expenses

   Prepaid cards and pins ....................            --            539,591
   Commissions ...............................            --            741,613
   Sales, general and administrative .........            --          6,968,953
                                                  ------------     ------------
     Total operating expenses ................            --          8,250,157
                                                  ------------     ------------

Loss from operations .........................            --         (6,566,566)

Other income (expense)
   Other income ..............................            --             16,727
   Interest expense ..........................         (33,906)         (68,250)
                                                  ------------     ------------

Loss before income taxes .....................         (33,906)      (6,618,089)

Income taxes .................................           8,264             --
                                                  ------------     ------------

Net loss .....................................    $    (25,642)    $ (6,618,089)
                                                  ============     ============

Loss per common share - basic and diluted ....    $       --       $       (.23)
                                                  ============     ============

Weighted average number of common shares
 outstanding - basic and diluted                         2,000       28,314,262
                                                  ============     ============


            See notes to unaudited consolidated financial statements.

                                      - 2 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      Unaudited Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                                      June 30,      December 31,
                                                        1999            1999
                                                    ------------    ------------
<S>                                                 <C>             <C>
                                     Assets

Current assets
   Cash .........................................   $       --      $  2,765,570
   Accounts receivable ..........................           --           346,777
   Advances to related party ....................           --           435,000
   Inventory ....................................           --            35,665
   Other current assets .........................           --           153,348
                                                    ------------    ------------
     Total current assets .......................           --         3,736,360
                                                    ------------    ------------

Property and equipment ..........................           --           225,500
                                                    ------------    ------------

Other assets

   Deposits and other assets ....................           --            10,591
   Goodwill, net ................................           --           192,397
   Customer lists ...............................      1,300,000       1,300,000
   Deferred tax asset ...........................         16,551          16,605
                                                    ------------    ------------
     Total other assets .........................      1,316,551       1,519,593
                                                    ------------    ------------

Total assets ....................................   $  1,316,551    $  5,481,453
                                                    ============    ============

                 Liabilities and Stockholders' (Deficit) Equity

Current liabilities

   Interest payable .............................   $     67,814    $    136,064
   Current portion of long-term debt ............        700,000         690,000
   Accounts payable .............................           --            94,095
   Deferred revenue .............................           --            95,486
   Commissions payable ..........................           --           242,968
   Payroll taxes payable ........................           --            76,657
   Income taxes payable .........................           --            13,770
                                                    ------------    ------------
     Total current liabilities ..................        767,814       1,349,040

Long-term debt ..................................        600,000            --
                                                    ------------    ------------
     Total liabilities ..........................      1,367,814       1,349,040

Stockholders' (deficit) equity
   Common stock, $.01 (June) and $.001 (December)
    par value, 10,000 shares authorized; 2,000
    shares issued and outstanding at June 30, 1999
    and 50,000,000 shares authorized; 32,500,000
    issued and outstanding and 49,808,966
    to be issued at December 31, 1999 ...........             20          82,308
   Additional paid in capital ...................           --        10,909,477
   Accumulated deficit ..........................        (51,283)     (6,859,372)
                                                    ------------    ------------
     Total stockholders' (deficit) equity .......        (51,263)      4,132,413
                                                    ------------    ------------

Total liabilities and stockholders'
 (deficit) equity ...............................   $  1,316,551    $  5,481,453
                                                    ============    ============

           See notes to unaudited consolidated financial statements.

                                      - 3 -
</TABLE>


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                 Six Months Ended
                                                                   December 31,
                                                           --------------------------
                                                               1998           1999
                                                           -----------    -----------
<S>                                                        <C>            <C>
Cash flows from operating activities
   Net loss ............................................   $   (25,642)   $(6,618,089)
                                                           -----------    -----------
   Adjustments to reconcile net loss to net
    cash provided by operating activities
     Depreciation and amortization .....................          --           33,597
     Stock options granted for services to non employees          --        5,836,724
     Changes in assets and liabilities
       Receivables .....................................          --          (67,270)
       Inventory .......................................          --          (10,589)
       Other current assets ............................          --         (152,596)
       Intangible assets ...............................        (8,264)        (9,076)
       Interest payable ................................        33,906         68,250
       Accounts payable ................................          --           90,837
       Deferred revenue ................................          --           23,723
       Commissions payable .............................          --           58,700
       Payroll taxes payable ...........................          --           26,254
                                                           -----------    -----------
                                                                25,642      5,898,554
                                                           -----------    -----------
         Net cash used in operations ...................          --         (719,535)
                                                           -----------    -----------

Cash flows from investing activities
   Capital expenditures ................................          --         (158,363)
   Advances to related parties .........................          --         (435,000)
   Cash acquired in acquisition ........................          --           21,248
                                                           -----------    -----------
         Net cash used in investing activities .........          --         (572,115)
                                                           -----------    -----------

Cash flows from financing activities
   Payment for stock ...................................          --         (190,000)
   Proceeds from subscriptions received ................          --        5,157,220
   Payments on notes payable ...........................          --         (910,000)
                                                           -----------    -----------
         Net cash provided by financing activities .....          --        4,057,220
                                                           -----------    -----------

Net increase in cash ...................................          --        2,765,570

Cash and cash equivalents-beginning of period ..........          --             --
                                                           -----------    -----------

Cash and cash equivalent-end of period .................   $      --      $ 2,765,570
                                                           ===========    ===========
</TABLE>

Non-cash investing and financing activities:
     There were certain non-cash transactions associated with the acquisition of
     Cognigen Corporation and the reverse acquisition of Silverthorne Production
     Company by Inter-American Telecommunications Holdings Corporation (ITHC).

            See notes to unaudited consolidated financial statements.

                                      - 4 -


<PAGE>




                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 1 - Summary of Significant Accounting
------------------------------------------

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  which have been  derived  from the audited  consolidated
financial  statements  and  notes  thereto  for the year  ended  June 30,  1999,
included in Silverthorne  Production Company's ("Company") Annual Report on Form
10-KSB  filed  with the  Securities  and  Exchange  Commission  and the  audited
financial  statements of Inter-American  Telecommunications  Holding Corporation
(ITHC) and  Cognigen  Corporation  (Cognigen)  for the year ended June 30,  1999
included in the  Company's  Form 8-K/A filed with the  Securities  and  Exchange
Commission  on March 8, 2000.  In the opinion of  management,  all  adjustments,
consisting only of normal recurring adjustments, have been made in order to make
the  financial  statements  not  misleading.  The  results  are not  necessarily
indicative of those for a complete fiscal year.

Basis of Presentation
---------------------

These  unaudited  consolidated  financial  statements  include  the  accounts of
Inter-American  Telecommunications  Corporation, ITHC, Cognigen and the Company.
All significant  intercompany  balances and transactions have been eliminated in
consolidation.

Description of Business
-----------------------

The Company was  incorporated  in May 1983 in the State of Colorado to engage in
the cellular radio and communications business and to engage in any other lawful
activity  permitted  under Colorado law. In June 1988,  the Company  changed its
name to Silverthorne  Production Company and commenced operations in the oil and
gas industry.  These  operations  were  discontinued  in 1989.  Since 1989,  the
Company  has  attempted  to  locate  acquisition   prospects  and  negotiate  an
acquisition.  The Company's  pursuit of an acquisition did not materialize until
August 20, 1999.

Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation  is provided  using the
straight-line  method for  financial  reporting  purposes  at rates based on the
estimated useful lives ranging from 3-7 years.

Software  developed  to support  the  self-replicating  Web pages used to market
telecommunication  services and administer agents' sales and related commissions
has been capitalized  according to the provisions of AICPA Statement of Position
98-1  "Accounting  for Costs of Computer  Software  Developed  or  Obtained  for
Internal Use".

Intangible Assets
-----------------

Intangible assets are stated at cost and consist of goodwill and customer lists.
Goodwill is amortized using the straight-line  method over five years.  Customer
lists will be amortized over five years, once they are utilized in operations.

                                      - 5 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 1 - Summary of Significant Accounting (continued)
------------------------------------------------------

Valuation of Long-Lived Assets
------------------------------

The Company assesses valuation of long-lived assets in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived  Assets and for  Long-Lived  Assets to be disposed of. The Company
periodically  evaluates the carrying  value of long-lived  assets to be held and
used,   including  goodwill  and  other  intangible  assets,   when  events  and
circumstances warrant such a review. The carrying value of a long-lived asset is
considered impaired when the anticipated  undiscounted cash flow from such asset
is separately identifiable and is less than its carrying value. In that event, a
loss is recognized  based on the amount by which the carrying  value exceeds the
fair market  value of the  long-lived  asset.  Fair market  value is  determined
primarily using the  anticipated  cash flows  discounted at a rate  commensurate
with the risk involved.

Commissions Receivable
----------------------

Commissions    receivable    represent    amounts   due   from   providers   for
telecommunication   services  used  by  subscribers.   Typically  providers  pay
commissions  due to the Company  forty-five  days after the usage  month-end  to
allow for billing and collection.

Commissions Payable
-------------------

Commissions payable represent amounts due to agents as commission related to the
usage for which the Company is due commission  income from its providers.  It is
the  Company's  policy to pay  commissions  to its agents  only after  receiving
commissions  due from its providers.  This policy results in  approximately  two
months commission payable at any point in time.

Income Taxes
------------

The Company uses the asset and liability  method of accounting for income taxes.
Under the asset and liability  method,  deferred tax assets and  liabilities are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted tax rates  expected  to be  recovered  or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

Revenue Recognition
-------------------

The Company  records  commission  income when the  underlying  telecommunication
service is rendered.  Commission income does not include amounts paid separately
to carriers for telecommunication services provided.

Calling  card  revenue is  recorded  when the  calling  cards are  shipped.  The
Company's  policy is to delay  shipment of calling  cards for a two-week  period
after  receipt of cash to allow for  processing.  This delay results in deferred
revenue,  which is recorded as a liability  until the calling cards are shipped.
Calling   card   revenue   includes   amounts   paid   for   the   cost  of  the
telecommunications services provided by third-party carriers.

                                      - 6 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements



Note 2 - Business Acquisitions
------------------------------

Acquisition of Customer Databases
---------------------------------

On  November 4, 1998,  ITHC  acquired a customer  database of 54,034  individual
subscribers  from  TelKiosk  Inc.  (TelKiosk)  in  exchange  for  2,844,285,  as
adjusted,  shares of ITHC common stock,  and a $500,000  promissory note payable
November  4,  1999  (and  subsequently  extended  until  July 1,  2001 as to the
remaining $300,000 balance due). TelKiosk is partially owned by a former officer
and director of ITHC. This is an  electronically  archived  database  containing
54,034 individual,  comma-delimited records of residential and business accounts
of long distance telephone  subscribers using the callback or call-reorigination
system. The domiciles of these accounts are located primarily outside the United
States, including Japan, Italy, France, Argentina, Brazil, Spain, Israel, Russia
and CIS  countries,  Guatemala,  Venezuela and  Singapore.  The customers in the
database use  primarily  U.S.  origination - foreign  termination  callback long
distance services.

Also on November 4, 1998, ITHC acquired a customer database of 41,415 individual
subscribers from Combined Telecommunications Consultancy, Ltd. (CTC) in exchange
for  5,688,570,  as  adjusted,  shares  of ITHC  common  stock  and an  $800,000
promissory note payable November 4, 1999 (and  subsequently  extended until July
1, 2001 as to $300,000 of the remaining  balance due). CTC is partially owned by
a former  officer  and  director  of ITHC.  This is an  electronically  archived
database  containing 41,415 individual,  comma-delimited  records of residential
and business accounts of long distance telephone  subscribers.  The domiciles of
these accounts are all located within the United  States.  Approximately  90% of
these accounts have an affinity to a foreign country,  and the accounts are held
by persons of Russian, Romanian, Czech, Slovakian, Slovenian, Polish, Bulgarian,
German, Japanese and Filipino national origin.

Migration of customers will commence when the solicitation  process is complete.
The lists were  originally  purchased  by CTC and  TelKiosk  in an arm's  length
transaction  from  an  independent  international  long  distance  reseller  and
customer  base  consolidator.  The purchase  price to ITHC was  determined  with
respect to amounts paid or payable to the original seller of the lists.

Cognigen Acquisition
--------------------

On July 1, 1999, ITHC entered into an agreement with Cognigen to purchase all of
Cognigen's  net assets.  The  purchase  price  included  31,286,894  shares,  as
adjusted, of ITHC common stock and a $300,000 note payable.  Additionally,  ITHC
entered into a four-year employment contract with the founder of Cognigen, which
provides for an annual base salary of $175,000.  The  transaction  was accounted
for as a purchase.  ITHC acquired net assets of $86,285 and recorded goodwill of
$213,770. The goodwill is being amortized over a life of 5 years.

                                      - 7 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 2 - Business Acquisitions (continued)
------------------------------------------

Reverse Acquisition
-------------------

On August 20, 1999,  the Company  completed  the  acquisition  of all of the net
assets of ITHC in exchange for up to 49,041,397  shares of the Company's  common
stock. For financial statement purposes, this business combination was accounted
for as an additional capitalization of ITHC (a reverse acquisition in which ITHC
was the accounting  acquirer).  ITHC is considered the surviving  entity and the
historical  financial statements prior to the acquisition are those of ITHC. The
15,757,047  shares  reflected in the statement of  stockholders'  equity reflect
those shares of  Company's  common stock  outstanding  immediately  prior to the
reverse  acquisition.  The Company's net book value prior to the transaction was
$0. The  issuance  of the stock must be  completed  in two  closings  due to the
limited  amount of authorized  stock  available for issuance under the Company's
articles  of  incorporation.  The first  closing  resulted  in the  issuance  of
11,742,953 shares while the remaining 37,298,444 shares will be issued after the
authorized  number of  shares is  increased  or after a reverse  stock  split is
effected.  The Company issued  5,000,000 shares of the Company's common stock as
finders' fees in connection with the transaction to unrelated  individuals.  The
shares were valued at $1,900,000, or $.38 per share, and reported on a net basis
in additional paid-in-capital.

Additionally  on  August  20,  1999,  ITHC  purchased  12,602,431  shares of the
Company's   common  stock  for  a  price  of  $190,000  from  certain   existing
shareholders of the Company. This was recorded as a charge to paid-in capital in
the amount of $190,000.

The Company will be the legal  survivor and plans to change its name to Cognigen
Networks, Inc.

During the three months ended December 31, 1999, the Company  advanced  $435,000
to a company it had entered a letter of intent to acquire.


Note 3 - Common Stock and Stock Options
---------------------------------------

During  the  six  months  ended   December  31,  1999,   the  Company   received
subscriptions  for 12,510,522  shares of the Company's common stock at prices of
$0.38 per share  (11,583,722  shares) and $1.60 per share (926,800  shares) from
various persons.  The subscriptions and cash were received prior to December 31,
1999,  however,  the stock was not issued until after  December  31,  1999.  The
Company agreed to pay a fee of 12% of the total proceeds  received from the sale
of the common  stock to a  distributor  and issue  warrants  to purchase up to a
maximum of 1,500,000  shares of the Company's common stock to various persons in
connection  with the sales.  As of  December  31,  1999,  the  Company  had paid
$727,474 towards the total fee due and other expenses associated with offering.

In August 1999, the Company issued  31,600,000  options entitling the holders to
purchase  the  Company's  common  stock at $0.46 per  share.  The  options  vest
immediately  and expire five years from the date issued.  The options  cannot be
exercised  until the Company  amends it articles of  incorporation  or effects a
reverse split of its common stock so that it has sufficient shares available for
issuance  upon the exercise of these  options.  25,200,000 of these options were
issued to non employees while the remaining options were issued to employees and
directors.  The Company has adopted the disclosure-only  provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation."  Accordingly,  no  compensation  cost has been recognized for the
stock options  issued to employees  and  directors.  $5,836,724 of  compensation
expense was recorded in connection with the options granted to non employees.

                                      - 8 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements




Note 4 - Long-Term Debt
-----------------------

Long-term debt consists of the following:

                                              June 30,     December 31,
                                               1999            1999
                                            -----------    -----------
8% unsecured promissory notes payable,
 principal and interest due upon maturity
 at July 2000 ...........................   $ 1,300,000    $   510,000

8% unsecured promissory note payable,
 principal and interest due upon maturity
 at November 2000 .......................          --          180,000
                                            -----------    -----------
                                              1,300,000        690,000
Less current portion ....................      (700,000)      (690,000)
                                            -----------    -----------

                                            $   600,000    $      --
                                            ===========    ===========

                                      - 9 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

Certain of the information discussed in this quarterly report, and in particular
in this  section  entitled  "Management's  Discussion  and  Analysis  or Plan of
Operation,"   contains   forward-looking   statements  that  involve  risks  and
uncertainties  that might adversely affect the operating results of Silverthorne
Production  Company  ("Company") in the future in a material way. Such risks and
uncertainties  include,   without  limitation,   rate  changes,  fee  policy  or
application changes and competition.  Many of these risks are beyond the control
of the Company.

Overview

Inter-American Telecommunications Holding Corporation (ITHC) was incorporated on
July 24, 1998 in Delaware.  Since its  inception,  ITHC has directed its efforts
toward the acquisition of assets that would allow it to be engaged in direct and
multilevel  agency  marketing and sale of long distance  service and products as
well as the  switching  and  transport  of  voice,  fax and data  telephone  and
internet  traffic and related  services.  On July 1, 1999, ITHC acquired the net
assets of Cognigen  Corporation  (Cognigen)  in exchange for 5,500 shares of its
common  stock and a note payable of  $300,000.  Cognigen was actively  marketing
long distance telephone services over the internet.

The Company was  incorporated  on May 6, 1983, in Colorado.  On August 20, 1999,
the  Company  completed  the  acquisition  of all of the net  assets  of ITHC in
exchange  for  up to  49,041,397  shares  of the  Company's  common  stock.  For
financial statement purposes,  this business combination was accounted for as an
additional  capitalization of ITHC (a reverse  acquisition in which ITHC was the
accounting acquirer).  For accounting purposes, ITHC is considered the surviving
entity and the historical  financial  statements  prior to the  acquisition  are
those of ITHC. The Company's net book value prior to the transaction was $0.

                                     - 10 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

ITHC was a  developmental  stage  company  since its  inception on July 24, 1998
through  June 30,  1999.  During  this stage,  ITHC  generated  no revenues  and
incurred only minimal operational costs. ITHC focused its efforts on the pursuit
of the  acquisition of business  opportunities.  On July 1, 1999, ITHC completed
the acquisition of all the net assets of Cognigen in a transaction accounted for
as a  purchase.  Additionally,  in a  transaction  accounted  for  as a  reverse
acquisition,  ITHC acquired control of the Company, a non-operating public shell
corporation.  Therefore,  the results of operations for the three and six months
ended December 31, 1999 are comprised entirely of the operations  generated from
the net assets purchased from Cognigen on July 1, 1999. As no operations existed
for ITHC for the  three  and six month  periods  ended  December  31,  1998,  no
meaningful comparisons can be made.

For purposes of this Management's  Discussion and Analysis or Plan of Operation,
the Company  believes that the unaudited  results of operations for Cognigen for
the three and six months  ended  December  31, 1998 shown  below  provide a more
meaningful basis for analysis.  Therefore, all comparisons and analysis included
in this Management's  Discussion and Analysis or Plan of Operation will be based
upon these  unaudited  results of operations  for Cognigen for the three and six
months ended December 31, 1998.

                  Unaudited Results of Operations for Cognigen
<TABLE>
<CAPTION>

                                            Three Months Ended     Six Months Ended
                                                December 31,          December 31,
                                                   1998                   1998
                                            ------------------     ----------------
<S>                                         <C>                    <C>
Revenue
     Prepaid cards and pins ..................   $ 207,625         $ 430,387
     Commissions .............................      82,751           157,111
                                                 ---------         ---------
         Total revenue .......................     290,376           587,498

Operating expenses
     Prepaid cards and pins ..................     132,225           256,124
     Commissions .............................      52,434           116,033
     Sales, general and administrative .......      75,812           220,789
                                                 ---------         ---------
         Total operating expenses ............     260,471           592,946
                                                 ---------         ---------

Income (loss) from operations and before taxes      29,905            (5,448)

Income taxes .................................        --                --
                                                 ---------         ---------

Net income (loss) ............................   $  29,905        $  (5,448)
                                                 =========         =========
                                     - 11 -

</TABLE>

<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)




            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Three Months Ended December 31, 1999 Compared to Three Months Ended December 31,
1998

Total revenue for the three months ended December 31, 1999 was $798,747 compared
to $290,376 for the three months ended December 31, 1998.  Total revenue for the
1999 period consisted of $318,705 related to prepaid cards and pins and $490,074
related  to  commissions.  Total  revenue  for  the  comparable  period  in 1998
consisted of $207,625  related to prepaid cards and pins and $82,751  related to
commissions.  The $111,080, or 54%, increase in prepaid cards and pins is due to
a larger internet presence and more agents making sales. The $407,323,  or 492%,
increase in commissions is due to a larger number of agents making sales.

Operating  costs  related to prepaid  cards and pins for the three  months ended
December 31, 1999 increased  $104,729,  or 79%, to $236,954 from $132,225 during
the three months ended December 31, 1998. Operating costs related to commissions
for the three months ended  December 31, 1999  increased  $344,136,  or 656%, to
$396,570 from $52,434  during the three months ended December 31, 1998. The cost
increases are directly related to the increased revenue.

General and administrative  operating expenses increased  $420,852,  or 555%, to
$496,664 during the three months ended December 31, 1999 from $75,812 during the
three months ended  December 31,  1998.  This  increase is primarily  due to the
addition of staff and associated costs.

The Company  incurred a loss from  operations  of $331,441  for the three months
ended December 31, 1999 compared with operating  income of $29,905 for the three
months ended December 31, 1998. The primary  decrease in operating income during
the current period is mostly related to the increased staff costs.

Net interest  expense for the three  months  ended  December 31, 1999 of $32,700
compares to net interest expense during the same three months ended December 31,
1998 of $0. The reason for this increase is due to increased  borrowings  during
the three months ended December 31, 1999. After interest  expense,  the net loss
for the three months ended December 31, 1999 was $347,414,  or $(.01) per share,
compared to net income of $29,905 for the three months ended December 31, 1998.

Six Months Ended December 31, 1999 Compared to Six Months Ended December 31,
1998

Total revenue for the six months ended December 31, 1999 was $1,683,591 compared
to $587,498 for the six months ended  December 31, 1998.  Total  revenue for the
1999 period consisted of $763,795 related to prepaid cards and pins and $935,207
related  to  commissions.  Total  revenue  for  the  comparable  period  in 1998
consisted of $430,387  related to prepaid cards and pins and $157,111 related to
commissions.  The $333,408, or 77%, increase in prepaid cards and pins is due to
a larger internet presence and more agents making sales. The $778,096,  or 495%,
increase in commissions is due to a larger number of agents making sales.

                                     - 12 -


<PAGE>

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Operating  costs  related  to prepaid  cards and pins for the six  months  ended
December 31, 1999 increased $283,467,  or 111%, to $539,591 from $256,124 during
the six months ended December 31, 1998.  Operating  costs related to commissions
for the six months  ended  December 31, 1999  increased  $625,580,  or 539%,  to
$741,613 from $116,033  during the six months ended  December 31, 1998. The cost
increases are directly related to the increased revenue.

General and administrative  operating expenses increased $6,748,164,  or 3,056%,
to $6,968,953 during the six months ended December 31, 1999 from $220,789 during
the six months ended  December 31, 1998.  This  increase is primarily due to the
addition of staff and the charge for stock options granted to non employees.

The Company  incurred a loss from  operations of  $6,566,566  for the six months
ended  December 31, 1999 compared  with an operating  loss of $5,448 for the six
months ended  December 31, 1998.  The primary  increase in operating loss during
the current period is mostly related to the increased staff costs and the charge
for stock options granted to non employees.

Net  interest  expense  for the six months  ended  December  31, 1999 of $68,250
compares to net interest  expense  during the six months ended December 31, 1998
of $0. The reason for this  increase is due to increased  borrowings  during the
six months ended December 31, 1999. After interest expense, the net loss for the
six months ended December 31, 1999 was $6,618,089, or $(.23) per share, compared
to net loss of $5,448 for the six months ended December 31, 1998.

Liquidity and Capital Resources:

The  Company  has funded  its  operations  to date  primarily  from  shareholder
advances and stock subscriptions received. At December 31, 1999, the Company had
cash and cash  equivalents of  approximately  $2,765,570 and working  capital of
$2,387,320.

Cash used by the Company for  operating  activities  during the six months ended
December 31, 1999 was approximately  $719,535. A primary component of the use of
cash during the six months was the Company's net loss of $6,618,089 adjusted for
non-cash  adjustments of depreciation and amortization of approximately  $33,597
and stock option  expense of $5,836,724.  Additional  uses of operating cash for
the six months  included  increases  in the  Company's  accounts  receivable  of
$67,270,  inventory of $10,589, other current assets of $152,596 and intangibles
and other  assets of $9,076.  Sources of  operating  cash were the  increase  in
payables and deferred revenue of $244,041 and $23,723, respectively.  Additional
sources of cash include  $21,248 from the  acquisition  of Cognigen.  Additional
sources and uses of cash during the six months ended  December 31, 1999 included
net proceeds  from the receipt of stock  subscriptions  of  $5,157,220,  capital
expenditures of $158,363,  payments on notes payable of $1,100,000 and a payment
for stock of $190,000.

                                     - 13 -


<PAGE>
                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company believes its current liquidity requirement primarily will be to meet
working capital requirements.  Cash generated from operations was not sufficient
to meet working capital requirements for the six months ended December 31, 1999,
and  may  not be  sufficient  to  meet  working  capital  requirements  for  the
foreseeable  future.  Therefore,  additional  debt or  equity  financing  may be
required for the Company to satisfy its short term capital  needs.  There can be
no  assurances  that the  Company  will be able to generate  additional  debt or
equity financing if needed.

                                     - 14 -


<PAGE>

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)


                         Commission File Number: 0-11730

                         Quarter Ended December 31, 1999

                                   Form 10-QSB

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

(c)      Recent Sales of Unregistered Securities

On August 20, 1999, Silverthorne Production Company (Silverthorne) completed the
first  closing  of  the  acquisition  of all of  the  assets  of  Inter-American
Telecommunications  Holding Corporation (ITHC) in exchange for 29,242,953 shares
of  Silverthorne's  common stock.  On December 27, 1999,  Silverthorne  and ITHC
agreed that the total number of shares of Silverthorne's  common stock that were
to be issued at the first closing was 11,742,953  shares rather than  29,242,953
shares and that the total number of shares to be issued by  Silverthorne to ITHC
at the second closing is 37,298,444 shares. Further,  Silverthorne and ITHC made
it clear that  Silverthorne  was acquiring all of the assets and assuming all of
the  liabilities  of ITHC as of August  20,  1999.  The  shares  were  issued in
reliance upon the exemption from  registration  contained in Section 4(2) of the
Securities Act of 1933, as amended  ("Securities Act"). ITHC had available to it
full information concerning  Silverthorne and the certificates  representing the
shares have a legend prohibiting transfer unless the shares are registered under
the Securities Act or the transfer is exempt from the registration  requirements
thereof.  No underwriter was involved in the  transaction.  Silverthorne  issued
5,000,000 shares of  Silverthorne's  common stock as finders' fees in connection
with the transaction.

During  the  three  months  ended  December  31,  1999,   Silverthorne  received
subscriptions for 9,802,050 shares of  Silverthorne's  common stock at prices of
$0.38 per share  (8,875,250  shares and $1.60 per share  (926,800  shares)) from
various persons. The subscriptions were received as a result of offers that were
made  pursuant  to  Regulation  S  adopted   under  the   Securities   Act.  The
subscriptions  were accepted  during the period ended  December 31, 1999. All of
the offers  and sales of the  shares  were made in  "offshore  transactions"  as
defined in Regulation S and appropriate  "offering  restrictions"  as defined in
Regulation S were implemented in connection with the sales.  Further, all of the
stock certificates  issued to the purchasers have a legend prohibiting  transfer
of the shares unless the shares are  registered  under the Securities Act or the
transfer is exempt from the registration  requirements thereof. The Company paid
a fee of 12% of the total proceeds received from the sale of the common stock to
a distributor and later agreed to issue warrants to purchase 1,500,000 shares of
Silverthorne's  common stock to various persons in connection with the sales and
previous sales made during the three months ended  September 30, 1999.  Further,
ITHC and another Company  transferred  200,000 shares of  Silverthorne's  common
stock to two persons in connection with all of the sales.

                                     - 15 -


<PAGE>

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



Item 6.      Exhibits and Reports on Form 8-K

(a) Exhibits

     2.1       Stock  Purchase  and  Asset  Acquisition  Agreement  by and among
               Inter-American     Telecommunications     Holding    Corporation,
               Silverthorne   Production  Company,   et  al.   (incorporated  by
               reference to Exhibit 2 to the Current  Report on Form 8-K/A dated
               August 20, 1999 that was filed by Silverthorne Production Company
               on March 8, 2000).

     2.2       Amendment  dated  December 27, 1999, to Stock  Purchase and Asset
               Acquisition  Agreement  by  and  among  Silverthorne   Production
               Company,  Inter-American  Telecommunications Holding Corporation,
               et al.  (incorporated  by  reference  to Exhibit 2 to the Current
               Report  on Form  8-K that was  filed by  Silverthorne  Production
               Company on January 3, 2000).

     3.1       Bylaws  of Silverthorne Production Company adopted on December 8,
               1999.

     27        Financial Data Schedule

                                     - 16 -


<PAGE>

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

SILVERTHORNE PRODUCTION COMPANY



By:  /s/ Darrell H. Hughes
     --------------------
      Darrell H. Hughes
      President and Chief Executive
      Officer

By:  /s/ David G. Lucas
     --------------------
      David G. Lucas
      Chief Financial Officer

Denver, Colorado
November __, 2000

                                     - 17 -


<PAGE>




                                                        Adopted December 8, 1999

                                     BYLAWS
                                       OF

                         SILVERTHORNE PRODUCTION COMPANY

                                    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 each year on a date and at a time fixed by the board of directors of the
corporation (or by the chairman of the board, the chief executive officer or the
president in the absence of action by the board of  directors),  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,  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
chairman of the board,  by the chief executive  officer,  by the president or by
the board of directors.  The chief executive officer or 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
of  directors,  the  place of  meeting  shall  be the  principal  office  of the
corporation.

         Section 4. Notice of Meeting.  Written notice stating the place,  date,
and time of the  meeting  shall be given not less  than ten nor more than  sixty
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  shall be given if  required  by the  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,  or (v) 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 chief executive officer,
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  comprehensible  form,  such notice shall be deemed to be given and  effective
when  deposited in the United States mail,  addressed to the  shareholder at his
address as it appears in the corporation's current record of shareholders,  with
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 on the
date received by the shareholder.

         If requested by the person or persons  lawfully  calling such  meeting,
the secretary shall give notice thereof at corporate expense.  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.
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.

         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, or (iii)
demand a special  meeting,  or to 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 seventy days, and, in case of a meeting of 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 no record date is fixed by the
board of  directors,  the record  date shall be the date on which  notice of the
meeting is mailed 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.

         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 the  corporation  first  receives a
writing  upon  which the  action  is  taken.  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.  The  secretary  shall make, at the earlier of
ten days before each meeting of  shareholders  or two 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 the shareholders  entitled to examine such list 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.

         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 of directors
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  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.

         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 of Article II 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.  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
extended, 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,  except to the extent that the
voting  rights of the shares of any class or classes  are  extended,  limited or
denied by the articles of  incorporation  as permitted by the Colorado  Business
Corporation Act.

         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.

         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.

         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 a written  consent  (or  counterparts  thereof)  that sets forth the
action  so taken is  signed  by all of the  shareholders  entitled  to vote with
respect to the subject  matter  thereof and  received by the  corporation.  Such
consent  shall  have  the same  force  and  effect  as a  unanimous  vote of the
shareholders and may be stated as such in any document.  Action taken under this
Section 12 is effective as of the date the last writing  necessary to effect the
action is  received by the  corporation,  unless all of the  writings  specify a
different  effective  date,  in which  case  such  specified  date  shall be the
effective  date for such  action.  If any  shareholder  revokes  his  consent as
provided for herein prior to what would  otherwise be the  effective  date,  the
action proposed in the consent shall be invalid. The record date for determining
shareholders  entitled  to  take  action  without  a  meeting  is the  date  the
corporation first receives a writing upon which the action is taken.

         Any shareholder  who has signed a writing  describing and consenting to
action  taken  pursuant to this  Section 12 may revoke such consent by a writing
signed  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.

         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. 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.

         Section 3.  Vacancies.  Any  director  may resign at any time by giving
written notice to the  corporation.  Such  resignation  shall take effect at the
time the notice is received  by the  corporation  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.  Any  vacancy  on the  board of  directors  may be  filled by the
affirmative vote of a majority of the shareholders or the board of directors. If
the directors remaining in office constitute fewer than a quorum of the board of
directors,  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.

         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 chairman of the board,  the  president
or any two directors.  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.

         Section 6.  Notice.  Notice of any  special  meeting  shall be given at
least  two  days  prior to the  meeting  by  written  notice  either  personally
delivered  or mailed to each  director  at his  business  address,  or by notice
transmitted by telegraph,  telex,  electronically transmitted facsimile or other
form of wire or wireless  communication.  If mailed, such notice shall be deemed
to be given and to be  effective  on the  earlier  of (i) three  days after such
notice is deposited in the United States mail, properly addressed,  with postage
prepaid,  or (ii) the date shown on the return receipt,  if mailed by registered
or  certified  mail  return  receipt  requested.  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 corporation for filing with the corporate  records.  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.

         Section 7. Quorum.  A majority of the number of directors  fixed by the
board of  directors  pursuant  to Section 2 of  Article  III 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.

         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, for a period not to exceed sixty days at any one adjournment.

         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 board of directors 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 of
directors 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 later 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 corporation 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 of  directors  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,  (iii)  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.

         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  or  committee  members  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 of directors) 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 of directors,  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.

         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  be a
president,  a secretary and a treasurer,  each of whom shall be a natural person
eighteen years of age or older. The board of directors or an officer or officers
authorized by the board of directors may appoint such other officers,  assistant
officers, committees and agents, assistant secretaries and assistant treasurers,
as they may  consider  necessary.  The  board of  directors  or the  officer  or
officers  authorized by the board of directors shall from time to time determine
the  procedure  for the  appointment  of officers,  their term of office,  their
authority and duties and their  compensation.  One person may hold more than one
office. In all cases where the duties of any officer,  agent or employee are not
prescribed  by the bylaws or by the board of directors,  such officer,  agent or
employee  shall  follow the  orders and  instructions  of the  president  of the
corporation.

         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 of directors 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 soon thereafter as  conveniently  possible.
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 Article IV, Section 3.

         Section 3.  Resignation and Removal.  An officer may resign at any time
by giving written notice of resignation to the  corporation.  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 of
directors  or by the  shareholders.  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 of directors,  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 of directors,  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 of directors  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.

         Section  5.  Chairman  of the  Board.  The  chairman  of the  board  of
directors,  if appointed and if available, or if not appointed or not available,
the  president,  shall  preside at all meetings of the  stockholders  and of the
board of directors.

         Section 6.  President.  Subject to the direction and supervision of the
board of directors,  the president  shall have general and active control of the
corporation's  affairs and business  and general  supervision  of its  officers,
agents and employees.  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.

         Section 7. Vice  Presidents.  If appointed,  the vice presidents  shall
assist the chairman of the board and the president and shall perform such duties
as may be assigned to them by the chairman of the board and the  president or by
the board of  directors.  In the  absence of the  chairman  of the board and 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 of directors
makes no such designation, then the vice president designated by the chairman of
the board,  or by the  president,  or if  neither  the board of  directors,  the
chairman of 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 chairman of the board and the president.

         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 as the secretary,  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.  The treasurer  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.  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  office of the  treasurer  and,  upon  request  of the board of
directors,  shall make such  reports to it as may be  required  at any time.  He
shall,  if required by the board of  directors,  give the  corporation a bond in
such  sums and with  such  sureties  as shall be  satisfactory  to the  board of
directors,  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  or the
president.  The  assistant  treasurers,  if any,  shall have the same powers and
duties as the treasurer, subject to the supervision of the treasurer.

         The  treasurer  shall also be the principal  accounting  officer of the
corporation.  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 chief  executive  officer,  the
president and the board of directors statements of account showing the financial
position of the corporation and the results of its operations.


<PAGE>


                                    ARTICLE V

                                      Stock

         Section 1. Certificates.  The board of directors shall be authorized to
issue any of its classes of shares with or without  certificates.  The fact that
the  shares  are not  represented  by  certificates  shall have no effect on the
rights  and  obligations  of  shareholders.  If the shares  are  represented  by
certificates,  such  shares  shall  be  represented  by  consecutively  numbered
certificates  signed,  either  manually  or by  facsimile,  in the  name  of the
corporation  by the  president  and by the  secretary  or by one or  more  other
persons designated by the board of directors. 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,  such  certificate
may nonetheless 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 and shall  contain  such  information  consistent  with the law as shall be
prescribed  by the  board  of  directors.  If  shares  are  not  represented  by
certificates,  within a reasonable  time following the issue or transfer of such
shares,  the corporation shall send the shareholder a complete written statement
of all of the information  required to be provided to holders of  uncertificated
shares by the Colorado Business Corporation Act.

         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 of  directors  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.

         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 of
directors 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 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 VI 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.  A Proper Person will be deemed to be acting in his official  capacity
while  acting  as a  director,  officer,  employee  or agent on  behalf  of this
corporation  and not while  acting on this  corporation's  behalf for some other
entity.

         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 l 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 l 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
of this Article VI, any indemnification shall be made by the corporation only as
authorized  in the  specific  case upon a  determination  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 l 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 of directors  (including  directors who are parties to the action) or
(ii) a vote of the shareholders.

         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 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 l 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 of this Article VI 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
l 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.  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 8. 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 corporation or of
any  partnership,  joint  venture,  trust,  profit or  nonprofit  unincorporated
association,  limited  liability company or 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  corporate  seal of the  corporation  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.

         Section 3. Amendments.  The board of directors shall have power, to the
maximum  extent  permitted by the Colorado  Business  Corporation  Act, to make,
amend and repeal the bylaws of the corporation at any regular or special meeting
of the board of  directors  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. 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 5.  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 6.  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.


                                                 [End of bylaws]