U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               Form 10-KSB
(Mark One)
X    Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended
January 31, 1997.

____ Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   0-25818

                        CHELMSFORD CAPITAL, LTD.
                 (Name of small business in its charter)

     Colorado                            84-1293163
__________________________________________________________
(State or other                            (IRS Employer Identification
jurisdiction of Incorporation)                        No.)

                        3900 Paradise, Suite 283
__________________________________________________________
        Address of Principal Executive Office (street and number)

                         Las Vegas, Nevada 89109
__________________________________________________________
                        City, State and Zip Code

(Issuer's telephone number:  (702)436-1000

Securities to be registered under Section 12(b) of the Act:

                           Title of each class
__________________________________________________________
                                   N/A

Securities to be registered under Section 12(g) of the Act:

                       Common Stock, no par value
                            (Title of Class)

                Class A Warrants to Purchase Common Stock
                            (Title of Class)

                Class B Warrants to Purchase Common Stock
                            (Title of class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. ___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years)
Check whether the issuer has 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 registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  1,369,500 shares.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification
purposes.


                                 PART I

ITEM 1.        DESCRIPTION OF BUSINESS.

General

        The Company was incorporated under the laws of the State of
Colorado on January 19, 1995, and is in the early developmental and
promotional stages.  To date the Company's only activities have been
organizational ones, directed at the raising of capital, and preliminary
efforts to seek one or more properties or businesses for acquisition. 
The Company has not commenced any commercial operations.  The
Company has no full-time employees and owns no real estate.

        On November 6, 1996, a change in control of the Company
occurred.  On that date, Capital Twain, Inc., a Nevada corporation,
purchased 1,189,500 shares of the Company's common stock.  As a
precondition to the purchase of such shares by Capital Twain, Inc., the
persons who were previously the principal shareholders of the
Company surrendered for cancellation a total of 347,500 shares of
stock.  Following these transactions, the 1,189,500 shares of stock
purchase by Capital Twain, inc. constituted approximately 86.86% of
the Company's issued and outstanding stock.

        In conjunction with the change in control, the previous officers
and directors of the Company resigned, and John R. Mulder, Las
Vegas, Nevada, was elected to serve as the sole officer and director of
the Company.

        The Company's business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses.  Such an
acquisition may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very
limited capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term
growth as opposed to short-term earnings.

        As of the end of its fiscal year ending January 31, 1997, the
Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.  During the
fiscal year ending January 31, 1997, the Company's officers and
directors had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or acquisition
by an entity like the Company, whose shares are registered under the
Securities Exchange Act of 1934.  However, none of these preliminary
contacts or discussions resulted in any type of agreement.

        It is anticipated that the Company's officers and directors will
continue to initiate contacts with securities broker-dealers and other
persons engaged in other aspects of corporate finance to advise them
of the Company's existence and to determine if the companies or
businesses they represent have an interest in considering a merger or
acquisition with the Company.  No assurance can be given that the
Company will be successful in finding or acquiring a desirable
business opportunity, given the limited funds that are expected to be
available for acquisitions, or that any acquisition that occurs will be on
terms that are favorable to the Company or its stockholders.

        The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on
an exchange such as the American or Pacific Stock Exchange.  (See
"Investigation and Selection of Business Opportunities.")  The
Company anticipates that the business opportunities presented to it will
(i) be recently organized with no operating history, or a history of
losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv).  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued. 
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

        The Company does not propose to restrict its search for in-
vestment opportunities to any particular geographical area or industry,
and may, therefore, engage in essentially any business, to the extent of
its limited resources.  This includes industries such as service, finance,
natural resources, manufacturing, high technology, product
development, medical, communications and others.  The Company's
discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions,
and other factors.  

        As a consequence of the Company's registration of its securities
under the Securities Exchange Act of 1934, any entity which has an
interest in being acquired by the Company is expected to be an entity
that desires to become a public company as a result of the transaction. 
In connection with such an acquisition, it is highly likely that an
amount of stock constituting control of the Company would be issued
by the Company or purchased from the Company's current principal
shareholder by the target entity or its controlling shareholders.

        It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited
proposals.  The Company has no plans, understandings, agreements, or
commitments with any individual for such person to act as a finder of
opportunities for the Company.

Investigation and Selection of Business Opportunities

        To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality
of the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective
criteria.  In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the
potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other
changes.  Because of the lack of training or experience of the
Company's management, the Company will be dependent upon the
owners of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of,
required changes.  Because the Company may participate in a business
opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the
Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the
eventual market for such company's products or services will likely
not be established, and such company may not be profitable when
acquired.

        It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities.

        It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal
to the stockholders for their consideration.  Company management
does not generally anticipate that it will provide holders of the
Company's securities with financial statements, or any other
documentation, concerning a target company or its business prior to
any merger or acquisition.  In some instances, however, the proposed
participation in a business opportunity may be submitted to the
stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and consent,
or because state law so requires.

        The analysis of business opportunities will be undertaken by or
under the supervision of the Company's executive officers and
directors.  Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the
investigation and selection of business opportunities, and in that event,
might pay a finder's fee.  Since Company management has no current
plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors, the criteria
to be used in selecting such consultants or advisors, the services to be
provided, the term of service, or regarding the total amount of fees
that may be paid.  However, because of the limited resources of the
Company, it is likely that any such fee the Company agrees to pay
would be paid in stock and not in cash.  Otherwise, the Company
anticipates that it will consider, among other things, the following
factors:

        (a)  Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

        (b)  Competitive position as compared to other companies of
similar size and experience within the industry segment as well as
within the industry as a whole;

        (c)  Strength and diversity of existing management, or man-
agement prospects that are scheduled for recruitment;

        (d)  Capital requirements and anticipated availability of re-
quired funds, to be provided from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or
from other sources;

        (e)  The cost of participation by the Company as compared to
the perceived tangible and intangible values and potential;

        (f)  The extent to which the business opportunity can be ad-
vanced;

        (g)  The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;

        (h)  The accessibility of required management expertise, per-
sonnel, raw materials, services, professional assistance, and other
required items; and

        (i)  Whether the financial condition of the business opportunity
would be, or would have a significant prospect in the foreseeable
future to become, such as to permit the securities of the Company,
following the business combination, to qualify to be listed on an
exchange or on a national automated securities quotation system, such
as NASDAQ, so as to permit the trading of such securities to be
exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission.  See "Risk Factors - The
Company - Regulation of Penny Stocks."

        In regard to the last criterion listed above, the current standards
for NASDAQ listing include the requirements that the issuer of the
securities that are sought to be listed have total assets of at least
$4,000,000 and total capital and surplus of at least $2,000,000,
although a proposal is pending to increase these listing requirements. 
Many, and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.  To the extent that the Company
seeks potential NASDAQ listing, therefore, the range of business
opportunities that are available for evaluation and potential acquisition
by the Company would be significantly limited.

        In applying the criteria listed above, no one of which will be
controlling, management will attempt to analyze all factors appropriate
to the opportunity and make a determination based upon reasonable
investigative measures and available data.  Potentially available
business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.  Potential investors must recognize
that, because of the Company's limited capital available for
investigation and management's limited experience in business
analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

        The Company is unable to predict when it may participate in a
business opportunity and it has not established any deadline for
completion of a transaction.  It expects, however, that the process of
seeking candidates, analysis of specific proposals and the selection of a
business opportunity may require several additional months or more.

        Prior to making a decision to participate in a business op-
portunity, the Company will generally request that it be provided with
written materials regarding the business opportunity containing such
items as a description of product, service and company history;
management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements or an indication that
audited statements will be available within sixty (60) days following
completion of a merger transaction; and other information deemed
relevant.

        As part of the Company's investigation, the Company's
executive officers and directors may meet personally with management
and key personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

        Company management believes that various types of potential
merger ar acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising equity capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be assistance
in that process.  Acquisition candidates which have a need for an
immediate cash infusion are not likely to find a potential business
combination with the Company to be an attractive alternative.

Form of Acquisition

        It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business op-
portunities will be reviewed as well as the respective needs and desires
of the Company and the promoters of the opportunity and, upon the
basis of that review and the relative negotiating strength of the Compa-
ny and such promoters, the legal structure or method deemed by
management to be suitable will be selected.  Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization.  In addition, the present management and stockholders of
the Company most likely will not have control of a majority of the
voting shares of the Company following a reorganization transaction. 
As part of such a transaction, the Company's directors may resign and
new directors may be appointed without any vote by stockholders.

        It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the issuance to the stockholders of the acquired company
of up to 80% of the common stock of the combined entities immedi-
ately following the reorganization.  If a transaction were structured to
take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's
stockholders in such circumstances would retain in the aggregate 20%
or less of the total issued and outstanding shares.  This could result in
substantial additional dilution in the equity of those who were
stockholders of the Company prior to such reorganization.  Any such
issuance of additional shares might also be done simultaneously with a
sale or transfer of shares representing a controlling interest in the
Company by the current officers, directors and principal shareholders.
(See "Description of Business - General").

        It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either at
the time the transaction is consummated, or under certain conditions or
at specified times thereafter.  The issuance of substantial additional
securities and their potential sale into any trading market that might
develop in the Company's securities may have a depressive effect upon
such market.

        The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement.  Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the terms
of closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.

        As a general matter, the Company anticipates that it will enter
into a letter of intent with the management, principals or owners of a
prospective business opportunity prior to signing a binding agreement. 
Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business
opportunity to consummate the transaction.  Execution of a letter of
intent will by no means indicate that consummation of an acquisition
is probable.  Neither the Company nor the business opportunity will be
bound to consummate the acquisition unless and until a definitive
agreement concerning the acquisition as described in the preceding
paragraph is executed.  Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should
either party elect to exercise any right provided in the agreement to
terminate it on specified grounds.

        It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. 
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.

Competition

        The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals.  Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from
other public "blind pool" companies, many of which may have more
funds available than does the Company.

Administrative Offices

        The Company currently maintains a mailing address at 3900
Paradise, Suite 283, Las Vegas, Nevada 89109.  The Company's
telephone number there is (702) 436-1000.  The Company believes
these facilities to be adequate for its needs in the foreseeable future. 
The Company pays no rent for the use of these facilities.

Employees

        The Company is a development stage company and currently
has no employees.  Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anti-
cipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for em-
ployees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.  No remuneration will be paid to the Company's officers
except as set forth under "Executive Compensation" and under "Certain
Relationships and Related Transactions."


ITEM 2.        DESCRIPTION OF PROPERTY.

        The Company currently maintains a mailing address at 3900
Paradise, Suite 283, Las Vegas, Nevada 89109.  The Company's
telephone number there is (702) 436-1000.  The Company believes
these facilities to be adequate for its needs in the foreseeable future. 
The Company pays no rent for the use of these facilities.

        The Company currently has no investments in real estate, real
estate mortgages, or real estate securities, and does not anticipate
making any such investments in the future.  However, the policy of the
Company with respect to investment in real estate assets could be
changed in the future without a vote of security holders.

ITEM 3.        LEGAL PROCEEDINGS.

        The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

        No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

        No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
January 31, 1997.


                                 Part II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

        There is currently no public trading market for the Company's
securities.  The securities are held of record by a total of
approximately 17 persons.

        No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION.

        The Company's plan of operations for the next twelve months
is to continue to carry out its plan of business discussed above.  This
includes seeking to complete a merger or acquisition transaction with a
small or medium-sized enterprise which desires to become a public
corporation.  In selecting a potential merger or acquisition candidate,
the Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.
        
        The types of business enterprises which it is believed might
find a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current shareholders, acquisi-
tion candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial,
foreign companies desiring to obtain access to U.S. customers and U.S.
capital markets, and acquisition candidates which plan to acquire
additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for
their securities will be of assistance in that process.  Acquisition
candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be
an attractive alternative.

        Although it has had preliminary discussions with several
potential merger or acquisition candidates, the Company is unable to
predict when it may participate in a business opportunity.  It has not
established any deadline for completion of a transaction, and antici-
pates that the process could continue throughout the next twelve
months.

        The Company's balance sheet for the fiscal year ended January
31, 1997, reflects no current assets and current liabilities in the amount
of $3,309.  Accordingly, the Company will be required to raise
additional funds, or its shareholders will be required to advance funds
in order to pay its current liabilities and to satisfy the Company's cash
requirements for the next twelve months.

ITEM 7.        FINANCIAL STATEMENTS.

        See following pages.<PAGE>
CHELMSFORD CAPITAL, LTD.
(a development stage company)

FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
January 31, 1997


                             C O N T E N T S


Report of Independent Certified Public Accountant

Balance Sheet

Statements of Loss and Accumulated Deficit

Statement of Stockholders' Equity

Statements of Cash Flows

Notes to the Financial Statements

<PAGE>
                  REPORT OF CERTIFIED PUBLIC ACCOUNTANT

Board of Directors and Stockholders of
Chelmsford Capital, Ltd.

We have audited the accompanying consolidated balance sheet of
Chelmsford Capital, Ltd. (a development stage company) for the year
ended January 31, 1997, and the related statements of loss and
accumulated deficit, cash flows and stockholders' equity, for each of
the years ended January 31, 1997 and 1996, and for the period from
January 19, 1995 (date of inception) through January 31, 1997.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Chelmsford
Capital Ltd. as of January 31, 1997, and the results of its operations
and its cash flows for the period from January 19, 1995 (inception), to
January 31, 1997, in conformity with generally accepted accounting
principles.


Comiskey & Company, Professional Corporation
Aurora, Colorado
April 28, 1997<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)
                              BALANCE SHEET
                            January 31, 1997

<TABLE>
<CAPTION>
<S>                                                     <C>
  ASSETS

CURRENT ASSETS
Cash and cash equivalents                                 -

 Total current assets                                     -

NON-CURRENT ASSETS
Organizational costs (net)                              321

 Total other assets                                     321

 TOTAL ASSETS                                           321

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                     3,309

 Total current liabilities                            3,309

STOCKHOLDERS' EQUITY
Common stock, no par value; 100,000,000
   authorized; 1,369,500 shares issued and
   outstanding                                        8,585
Preferred stock, no par value; 10,000,000
   shares authorized; no shares issued and
   outstanding                                            -
Additional paid-in capital                            3,489
Deficit accumulated during the development
   stage                                           (15,062)

   Total stockholders' equity                       (2,988)

   TOTAL LIABILITIES
   AND STOCKHOLDERS' EQUITY                             321
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)
               STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
                        Period
                     January 19, 1995               For the year ended
                      (Inception) to                    January 31,
                      January 31, 1997          1997           1996
<S>                        <C>                   <C>            <C><C>

REVENUES                     -                     -              --

EXPENSES
 Amortization              179                    75            100
 Bank Charges               84                    38             30
 Rent                    1,075                   450            600
 Legal & professional   12,381                 6,125          5,256
 Miscellaneous Fees        105                     -            105
    Directors Fees       1,238                     -              -

 Total expenses         15,062                 6,688          6,091

NET LOSS              (15,062)               (6,688)        (6,091)

 Balance, beginning of
 period                      -               (8,374)        (2,283)

 Balance, end of
 period               (15,062)              (15,062)        (8,374)

NET LOSS
 PER SHARE               (NIL)                 (NIL)          (NIL)

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING         1,359,565             1,369,500      1,349,895
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)
             STATEMENT OF STATEMENT OF STOCKHOLDERS' EQUITY
                Period from January 15, 1995 (inception)
                        through January 31, 1997
                              (page 1 of 2)
<TABLE>
<CAPTION>
                                 Common Stock            Additional
                              Number of                    paid-in
                              Shares         Amount        Capital
<S>                               <C>            <C>            <C><C><C>

Issuance of stock for
 services January 19, 1995
 ($.005 PER SHARE)            347,500          1,738              -

Issuance of stock for
 cash during January, 1995
 ($.005 PER SHARE)          1,347,500          6,737              -

Rent provided at no charge          -              -             25

Loss for the period
 ended January 31, 1995             -              -              --

BALANCE AT
 JANUARY 31, 1995           1,695,000          8,475             25

Issuance of stock for
 cash, December 15, 1995
 ($.005 PER SHARE)             18,000             90              -

Issuance of stock for
 cash, January 12, 1996
 ($.005 PER SHARE)              2,000             10              -

Issuance of stock for
 cash, January 24, 1996
 ($.005 PER SHARE)              2,000             10              -

Rent provided at no charge          -              -            600

Loss for period
 ended January 31, 1996             -              -              --

BALANCE AT
 JANUARY 31, 1996           1,717,000          8,585            625

Expenses paid by
 related party                      -              -          2,414

Rent provided at no charge          -              -            450

Canceled shares             (347,500)              -              -

Loss for the period
 ended January 31, 1997             -              -              -

BALANCE AT
 JANUARY 31, 1997           1,369,500          8,585          3,489
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)
             STATEMENT OF STATEMENT OF STOCKHOLDERS' EQUITY
                Period from January 15, 1995 (inception)
                        through January 31, 1997
                              (page 2 of 2)
<TABLE>
<CAPTION>
                                             Deficit
                                         accumulated          Total
                                          during the       stockholders'
                                   development stage          Equity
<S>                                       <C>                   <C><C><C>

Issuance of stock for
 services January 19, 1995
 ($.005 PER SHARE)                          -                 1,738

Issuance of stock for
 cash during January, 1995
 ($.005 PER SHARE)                          -                 6,737

Rent provided at no charge                  -                    25

Loss for the period
 ended January 31, 1995               (2,283)               (2,283)

BALANCE AT
 JANUARY 31, 1995                     (2,283)                 6,217

Issuance of stock for
 cash, December 15, 1995
 ($.005 PER SHARE)                          -                    90

Issuance of stock for
 cash, January 12, 1996
 ($.005 PER SHARE)                          -                    10

Issuance of stock for
 cash, January 24, 1996
 ($.005 PER SHARE)                          -                    10

Rent provided at no charge                  -                   600

Loss for period
 ended January 31, 1996               (6,091)               (6,091)

BALANCE AT
 JANUARY 31, 1996                     (8,374)                   836

Expenses paid by
 related party                              -                 2,414

Rent provided at no charge                  -                   450

Canceled shares                             -                     -

Loss for the period
 ended January 31, 1997               (3,379)               (3,379)

BALANCE AT
 JANUARY 31, 1997                    (11,753)                   321
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)
                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                   Period
                             January 19, 1995            For the year
                            (Inception) to              ended January 31
                            January 31, 1997         1997            1996
<S>                               <C>            <C>            <C><C><C>

CASH FLOWS FROM
 OPERATING ACTIVITIES

 Net loss                    (15,062)        (6,688)        (6,091)
 Non cash items included
 in net loss:
    Rent                        1,075            450            600
    Amortization expense          179             75            100
    Expenses paid by
      related party             2,414          2,414              -
    Stock issued for services   1,238              -              -

 Changes in:
    Current liabilities         3,309          3,076            233

 Net cash used by
    operating activities      (6,847)          (673)        (5,158)

CASH FLOWS FROM
 INVESTING ACTIVITIES               -              -              -

CASH FLOWS FROM
 FINANCING ACTIVITIES

 Issuance of common stock       6,847              -            110

 Net cash provided by
    financing activities        6,847              -            110

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS                        -          (673)        (5,048)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                -            673          5,721


CASH AND CASH EQUIVALENTS,
 END OF PERIOD                      -              -            673
</TABLE>
The accompanying notes are an integral part of the financial
statements.<PAGE>
         CHELMSFORD CAPITAL, LTD. (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS
                            JANUARY 31, 1997

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        Development stage activities

Chelmsford Capital, Ltd. (the "Company") was incorporated under the
laws of the state of Colorado on January 19, 1995.  The Company's
offices are now located in Nevada.

The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts.  It
has no full-time employees and owns no real property.  The Company
intends to seek out and take advantage of business opportunities that
may have potential for profit, and to that end, intends to acquire
properties or businesses, or a controlling interest therein.  Management
of the Company will have virtually unlimited discretion in determining
the business activities in which the Company might engage.

The Company is currently inactive, has no liquid assets, properties or
an interest in any business.  Moreover, it has not identified any
properties or business opportunities that it shall seek to acquire, has no
understanding or arrangement to acquire any properties or business
interests, and has not identified any specific geographical area,
industry, or type of business in which it intends to operate.

ACCOUNTING METHOD

The Company records income and expense on the accrual method.

FISCAL YEAR

The Company has selected a January 31 fiscal year end.

LOSS PER SHARE

Loss per share was computed using the weighted average number of
shares outstanding during the period.

ORGANIZATIONAL COSTS

The Company is amortizing organizational costs over a sixty-month
period.

USE OF ESTIMATES

The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes.  Actual results could differ from those estimates.

STATEMENT OF CASH FLOWS

For the purposes of the statement of cash flows, the Company
considers highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.

2.      STOCKHOLDERS' EQUITY
As of January 31, 1997, 1,369,500 shares of the Company's no par
value common stock were issued and outstanding, along with
2,739,000 Class A warrants and 1,369,500 Class B warrants to
purchase one additional share of common stock for $2.00 and $4.00
per share, respectively.  The warrants are exercisable from August 1,
1995, until December 31, 1999, and are cancelable at the discretion of
the Company.

The Company also reserves the right to extend the expiration date or
reduce the exercise price of any or all classes of warrants upon giving
five days notice.  The warrants can only be exercised when a current
registration statement for the shares underlying the warrants is on file. 
If the Company acquires a business opportunity and is unable to have
a registration statement covering the shares underlying these warrants
declared effective, by their terms, no warrants can be exercised and
they may become valueless.

The Board of Directors determined a stated value for the common
stock of $0.0005 per share, with any balance paid per share designated
as additional paid-in capital.

The Company is authorized to issue up to 10,000,000 shares of its no
par value preferred stock.  The preferred stock may be issued in series,
from time to time, with such designations, rights, preferences, and
limitations as the Board of Directors may determine by resolution.  At
January 31, 1997, no shares of the Company's no par value preferred
stock were issued or outstanding.

During the year ended January 31, 1997, a total of 347,500 shares of
the common stock of the Company were canceled.  All share and per
share amounts have been restated to reflect this cancellation.

3.      TRANSFER OF OWNERSHIP

For the year ended January 31, 1997, a controlling interest (1,189,000
shares) of the Company's common stock was purchased by an
unrelated party.  Since the transfer of ownership, no additional
transaction have taken place.

4.      SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES

From inception and through the third quarter of the year ended January
31, 1997, the Company has incurred $1,075 in rent expense which has
been designated as additional paid-in capital.

Also, since inception and through the third quarter of the year ended
January 31, 1997, the Company has accumulated amortization of the
organization costs of $179.  The organization costs are to be amortized
over 5 years.

5.      INCOME TAXES

The Company has federal net operating loss carryforwards of
approximately $11,300 which expire in the years 2010 to 2012.  The
tax benefit of these net operating losses, which total approximately
$2,300 has been offset by a full allowance for realization.  This
carryforward may be limited upon the consummation of a business
combination, under IRC Section 381.

<PAGE>
ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

        The Company has had no change in, or disagreements with, it's
principal independent accountant since the date of inception.


                                Part III


ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

        The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name                          Age               Positions Held and
                                                Tenure
<S>                           <C>                   <C>
John R. Mulder                 60               President and Director


</TABLE>

   The directors named above will serve until the next annual meeting
of the Company's stockholders.  Thereafter, directors will be elected
for one-year terms at the annual stockholders' meeting.  Officers will
hold their positions at the pleasure of the board of directors, absent
any employment agreement, of which none currently exists or is
contemplated.  There is no arrangement or understanding between any
of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a
director or officer.

   The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month.

Biographical Information

John R. Mulder, President

Professional Experience

From 1989 to the present, Mr. Mulder has served as Assistant Vice
President, TPM Financial, Inc., in charge of acquisition.  He
formulated the acquisition department and established procedures for
defining and tracking of all possible acquisitions.  He is responsible
for finding loan portfolios, the evaluation of those portfolios, and any
other criteria necessary for the purchase of an asset.  He reviews all
bids for accuracy and prepares them for finalization.

Mr. Mulder attended Elgin College, the University of Maryland, the
University of Amsterdam, the University of Heidelberg, and the
University of Wisconsin.  Specializing in finance, commercial real
estate, leasing and land development, he holds the following degrees: 
B.S., MBA, and PhD.

Compliance With Section 16(a) of the Exchange Act.

   To the best knowledge and belief of the Company, each of the
directors, officers or beneficial owners of more than 10% of the
Company's securities filed the Initial Statement of Beneficial
Ownership of Securities on Form 3, following the initial registration of
the Company's securities under Section 12(g) of the Exchange Act.
None of such persons filed the Annual Statement of Beneficial
Ownership of Securities on Form 5, within 45 days after the end of the
Company's fiscal year, but to the best knowledge and belief of the
Company, each of them has now filed a Form 5 for the fiscal year
ended January 31, 1997.  However, none of such officers, directors or
beneficial owners of securities has effected any transactions in such
securities at any time from the date of registration under the Exchange
Act through the end of it's most recent fiscal year.


ITEM 10.          EXECUTIVE COMPENSATION.

   No officer or director received any remuneration from the Company
during the fiscal year.  Until the Company acquires additional capital,
it is not intended that any officer or director will receive compensation
from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.  See "Certain
Relationships and Related Transactions."  The Company has no stock
option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors
may recommend adoption of one or more such programs in the future.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

   The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of
record and beneficially by executive officers, directors and persons
who hold 5.0% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.

<TABLE>
<CAPTION>
Name and                 Number of Shares              Percent of
Address                  Owned Beneficially            Class Owned
<S>                           <C>                          <C>

Capital Twain, Inc. <F1>
3900 Paradise, Suite 283
Las Vegas, NV  89109                   1,189,500            86.86%

All directors and 
executive officers
(1 person)                                     0            0%

<FN>
<F1>
Does not include 2,695,000 shares subject to Class A Warrants owned
by such shareholder exercisable at $2.00 per share beginning August 1,
1995, or 1,347,500 shares subject to Class B Warrants owned by such
shareholder exercisable at $4.00 per share beginning August 1, 1995. 
</FN>
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

   As permitted by Colorado law, the Company's Articles of In-
corporation provide that the Company will indemnify its directors and
officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

   Pursuant to the Colorado Corporation Code, the Company's Articles
of Incorporation exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of Section
7-5-114 of the Colorado Corporation Code, or any transaction from
which a director receives an improper personal benefit.  This exclusion
of liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal or
applicable state securities laws.

Change of Control


Conflicts of Interest

   None of the officers of the Company will devote more than a
portion of his time to the affairs of the Company.  There will be
occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that the
services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

   In January, 1995, the Company issued to its officers, directors, and
others a total of 1,717,000 shares of Common Stock, Class A Warrants
to purchase 2,739,000 additional shares of Common Stock at $2.00 per
share, and Class B Warrants to purchase 1,369,500 additional shares of
Common Stock at $4.00 per share for a total of $6,847.50 in cash and
$1,737.50 in services, or an average of approximately $0.005 per share
(without allocating any of the consideration to the Warrants).

   On November 6, 1996, Capital Twain, Inc. purchased 1,189,500
shares of the Company's common stock, 2,695,000 Class A Warrants
and 1,347,500 Class B Warrants for a total purchase price of $70,000. 
The sellers were Gary S. Joiner, Scott Olson, Grant Peck, Dean
Sessions, John Stearns and Cumberland Capital Corporation, who were
the principal shareholders of the Company prior to completion of the
sales transaction.

   In conjunction with the sales transaction, Gary S. Joiner, Scott
Olson, Grant Peck, Dean Sessions, and John Stearns surrendered for
cancellation a total of 347,500 shares which had been issued to them
for services at the time of formation of the Company.  Following the
surrender of such shares, the Company had a total of 1,369,500 shares
issued and outstanding.

   Although management has no current plans to cause the Company
to do so, it is possible that the Company may enter into an agreement
with an acquisition candidate requiring the sale of all or a portion of
the Common Stock or Warrants held by the Company's current
stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of
payment to the  Company's current stockholders, or requiring the
future employment of specified officers and payment of salaries to
them.  It is more likely than not that any sale of securities by the
Company's current stockholders to an acquisition candidate would be
at a price substantially higher than that originally paid by such
stockholders.  Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely by
the largely unforeseeable terms of a future agreement with an uniden-
tified business entity.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 10-KSB.

   The Exhibits listed below are filed as part of this Annual Report.
<TABLE>
<CAPTION>
Exhibit No.                      Document
<S>                              <C>

3.1                              Articles of Incorporation
3.2                              Bylaws
4.1                              Warrant Agent Agreement
4.2                              Specimen Class A Warrant
4.3                              Specimen Class B Warrant
</TABLE>

One report on Form 8-K dated November 6, 1996, was filed by the
Company during the last quarter of it's fiscal year ending January 31,
1997, to report the change in control of the Company.

Signatures


   In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated. 


CHELMSFORD CAPITAL, LTD.


By: /s/ John R. Mulder
   (Principal Executive Officer)

Date: May 15, 1997

<PAGE>
                 U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549
                             _______________


                               FORM 10-KSB


X - Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended
January 31, 1997.


                        CHELMSFORD CAPITAL, LTD.
__________________________________________________________
         (Exact name of registrant as specified in its charter)


Colorado                 0-25818              84-1293163
__________________________________________________________
(State or other       (Commission                I.R.S.Employer
jurisdiction           File Number)     Identification No.)
of incorporation)

3900 Paradise, Suite 283
Las Vegas, Nevada                               89109
__________________________________________________________
(Address of Principal Office)                 (Zip Code)

(702)436-1000
__________________________________________________________
Issuer's telephone number

                              EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>
Exhibit
No.               Document

3.1               Articles of Incorporation
3.2               Bylaws
4.1               Warrant Agent Agreement
4.2               Specimen Class A Warrant
                  Certificate
4.3               Specimen Class B Warrant
                  Certificate
27                Financial Data Schedule
/TABLE
<PAGE>
EXHIBIT 3.1 - ARTICLES OF INCORPORATION


                        ARTICLES OF INCORPORATION
                                   OF
                        CHELMSFORD CAPITAL, LTD.

   The undersigned, who, if a natural person, is eighteen years of age
or older, hereby establishes a corporation pursuant to the Colorado
Business Corporation Act as amended and adopts the following
Articles of Incorporation:

   FIRST:  The name of the corporation is Chelmsford Capital, Ltd.

   SECOND:  The corporation shall have and may exercise all of the
rights, powers and privileges now or hereafter conferred upon
corporations organized under the laws of Colorado.  In addition, the
corporation may do everything necessary, suitable or proper for the
accomplishment of any of its corporate purposes.  The corporation
may conduct part or all of its business in any part of Colorado, the
United States or the world and may hold, purchase, mortgage, lease
and convey real and personal property in any of such places.

   THIRD:  The aggregate number of shares which the corporation
shall have authority to issue is one hundred ten million (110,000,000)
shares of which a portion shall be common stock and a portion shall
be preferred stock, all as described below.

   A.  Common Stock.  The aggregate number of common shares
which the corporation shall have the authority to issue is one hundred
million (100,000,000), which shares shall be designated "Common
Stock."  Subject to all the rights of the Preferred Stock as expressly
provided herein, by law or by the Board of Directors pursuant to this
Article, the Common Stock of the corporation shall possess all such
rights and privileges as are afforded to capital stock by applicable law
in the absence of any express grant of rights or privileges in these
Articles of Incorporation, including, but not limited to, the following
rights and privileges:

   (a)  dividends may be declared and paid or set apart for payment on
the Common Stock out of any assets or funds of the corporation
legally available for the payment of dividends;

   (b)  the holders of Common Stock shall have unlimited voting
rights, including the right to vote for the election of directors and on
all other matters requiring stockholder action.  Each holder of
Common Stock shall have one vote for each share of Common Stock
standing in his name on the books of the corporation and entitled to
vote, except that in the election of directors each holder of Common
Stock shall have as many votes for each share of Common Stock held
by him as there are directors to be elected and for whose election the
holder of Common Stock has a right to vote.  Cumulative voting shall
not be permitted in the election of directors or otherwise.

   (c)  on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately
providing for the payment of all of its obligations and amounts
payable in liquidation, dissolution or winding up, and subject to the
rights of the holders of Preferred Stock, if any, the net assets of the
corporation shall be distributed pro rata to the holders of the Common
Stock.

   B.  Preferred Stock.  The aggregate number of preferred shares
which this corporation shall have the authority to issue is ten million
(10,000,000) shares, each with no par value, which shares shall be
designated "Preferred Stock."  Shares of Preferred Stock may be issued
from time to time in one or more series as determined by the Board of
Directors.  The Board of Directors is hereby authorized, by resolution
or resolutions, to provide from time to time, out of the unissued shares
of Preferred Stock not then allocated to any series of Preferred Stock,
for a series of the Preferred Stock.  Each such series shall have
distinctive serial designations.  Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix and
determine, and is hereby expressly empowered to fix and determine,
by resolution or resolutions, the voting powers, full or limited, or no
voting powers, and the designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations and restrictions thereof as provided by Colorado law. 
Before issuing any shares of a class or series, the corporation shall
deliver to the secretary of state for filing articles of amendment to
these articles of incorporation that set forth information required by
Colorado law, including but not limited to, the designations,
preferences, limitations, and relative rights of the class or series of
shares.

   C.  Voting.  Unless otherwise ordered by a court of competent
jurisdiction, at all meetings of shareholders one-third of the shares of a
voting group entitled to vote at such meeting, represented in person or
by proxy, shall constitute a quorum of that voting group.

   FOURTH:  The number of directors of the corporation shall be
fixed by the bylaws, or if the bylaws fail to fix such a number, then
by resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be more than five (5)
nor less than three (3).  Five (5) directors shall constitute the initial
board of directors.  The following persons are elected to serve as the
corporation's initial directors until the first annual meeting of
shareholders or until their successors are duly elected and qualified:

<TABLE>
<CAPTION>
Name                                    Address
<S>                                     <C>
Gary S. Joiner                          4750 Table Mesa Drive
                                        Boulder, Colorado 80303

Grant W. Peck                           4555 Kingston Street
                                        Denver, Colorado 80239

Dean F. Sessions                        2040 W. 10th Ave., Apt. E301
                                        Broomfield, Colorado 80020

</TABLE>

   FIFTH:  The street address of the initial registered office of the
corporation is 4750 Table Mesa Drive, Boulder, Colorado 80303.  The
name of the initial registered agent of the corporation at such address
is Gary S. Joiner.

   SIXTH:  The address of the initial principal office of the
corporation is 2040 W. 10th Avenue, Apt. E-301, Broomfield,
Colorado 80020.

   SEVENTH:  The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
corporation, and the same are in furtherance of and not in limitation or
exclusion of the powers conferred by law.

   (a)     Conflicting Interest Transactions.  As used in this paragraph,
"conflicting interest transaction" means any of the following:  (i) a
loan or other assistance by the corporation to a director of the
corporation or to an entity in which a director of the corporation is a
director or officer or has a financial interest; (ii) a guaranty by the
corporation of an obligation of a director of the corporation or of an
obligation of an entity in which a director of the corporation is a
director or officer or has a financial interest; or (iii) a contract or
transaction between the corporation and a director of the corporation
or between the corporation and an entity in which a director of the
corporation is a director or officer or has a financial interest.  No
conflicting interest transaction shall be void or voidable, be enjoined,
be set aside, or give rise to an award of damages or other sanctions in
a proceeding by a shareholder or by or in the right of the corporation,
solely because the conflicting interest transaction involves a director of
the corporation or an entity in which a director of the corporation is a
director or officer or has a financial interest, or solely because the
director is present at or participates in the meeting of the corporation's
board of directors or of the committee of the board of directors which
authorized, approves or ratifies a conflicting interest transaction, or
solely because the director's vote is counted for such purpose if: (A)
the material facts as to the director's relationship or interest and as to
the conflicting interest transaction are disclosed or are known to the
board of directors or the committee, and the board of directors or
committee in good faith authorizes, approves or ratifies the conflicting
interest transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are less
than a quorum; or (B) the material facts as to the director's
relationship or interest and as to the conflicting interest transaction are
disclosed or are known to the shareholders entitled to vote thereon,
and the conflicting interest transaction is specifically authorized,
approved or ratified in good faith by a vote of the shareholders; or (C)
a conflicting interest transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the board of directors, a
committee thereof, or the shareholders.  Common or interested
directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which authorizes,
approves or ratifies the conflicting interest transaction.

   (b)  Loans and Guaranties for the Benefit of Directors.  Neither the
board of directors nor any committee thereof shall authorize a loan by
the corporation to a director of the corporation or to an entity in which
a director of the corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of a director
of the corporation or of an obligation of an entity in which a director
of the corporation is a director or officer or has a financial interest,
until at least ten days after written notice of the proposed authorization
of the loan or guaranty has been given to the shareholders who would
be entitled to vote thereon if the issue of the loan or guaranty were
submitted to a vote of the shareholders.  The requirements of this
paragraph (b) are in addition to, and not in substitution for, the
provisions of paragraph (a) of Article SEVENTH.

   (c)  Indemnification.  The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a
director, officer, agent, fiduciary or employee of the corporation
against any claim, liability or expenses arising against or incurred by
such person made party to a proceeding because he is or was a
director, officer, agent, fiduciary or employee of the corporation or
because he was a director, officer, agent, fiduciary or employee of the
corporation or because he is or was serving another entity as a
director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request.  The corporation shall further have the authority
to the maximum extent permitted by law to purchase and maintain
insurance providing such indemnification.

   (d)  Limitation on Director's Liability.  No director of this
corporation shall have any personal liability for monetary damages to
the corporation or its shareholders for breach of his fiduciary duty as a
director, except that this provision shall not eliminate or limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for: (i) any breach of the director's duty of loyalty
to the corporation or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation
of law; (iii) voting for or assenting to a distribution in violation of
Colorado Revised Statutes Section 7-106-401 or the articles of incorporation
if it is established that the director did not perform his duties in
compliance with Colorado Revised Statutes Section 7-108-401, provided that
the personal liability of a director in this circumstance shall be limited
to the amount of the distribution which exceeds what could have been
distributed without violation of Colorado Revised Statutes Section 7-106-401
or the articles of incorporation; or (iv) any transaction from which the
director directly or indirectly derives an improper personal benefit. 
Nothing contained herein will be construed to deprive any director of
his right to all defenses ordinarily available to a director nor will
anything herein be construed to deprive any director of any right he
may have for contribution from any other director or other person.

   (e)  Negation of Equitable Interests in Shares or Rights.  Unless a
person is recognized as a shareholder through procedures established
by the corporation pursuant to Colorado Revised Statutes Section 7-107-204
or any similar law, the corporation shall be entitled to treat the
registered holder of any shares of the corporation as the owner thereof
for all purposes permitted by the Colorado Business Corporation Act,
including without limitation all rights deriving from such shares, 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 other person including without limitation, a
purchaser, assignee or transferee of such shares, unless and until such
other person becomes the registered holder of such shares or is
recognized as such, whether or not the corporation shall have either
actual or constructive notice of the claimed interest of such other
person.  By way of example and not of limitation, until such other
person has become the registered holder of such shares or is
recognized pursuant to Colorado Revised Statutes Section 7-107-204 or any
similar applicable law, he shall not be entitled:  (i) to receive notice of
the meetings of the shareholders; (ii) to vote at such meetings; (iii) to
examine a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy and exercise
any other rights deriving from such shares against the corporation. 
Nothing contained herein will be construed to deprive any beneficial
shareholder, as defined in Colorado Revised Statutes Section 7-113-101(1), of
any right he may have pursuant to Article 113 of the Colorado
Business Corporation Act or any subsequent law.

   EIGHTH:  The name and address of the incorporator is:

   Gary S. Joiner
   4750 Table Mesa Drive
   Boulder, Colorado 80303

   DATED the 19th day of January, 1995.

/s/  Gary S. Joiner
Incorporator


   Gary S. Joiner hereby consents to the appointment as the initial
registered agent for Chelmsford Capital, Ltd.


/s/  Gary S. Joiner
Initial Registered Agent
<PAGE>
EXHIBIT 3.2
                                 BYLAWS
                                   OF
                        CHELMSFORD CAPITAL, LTD.

                                ARTICLE I
                                 Offices

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

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

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


                               ARTICLE II
                              Shareholders

   Section 1.     Annual Meeting.  The annual meeting of the
shareholders shall be held during the month of September of each year
on a date and at a time fixed by the board of directors of the
corporation (or by the president in the absence of action by the board
of directors), beginning with the year 1996, for the purpose of electing
directors and for the transaction of such other business as may come
before the meeting.  If the election of directors is not held on the day
fixed as provided herein for any annual meeting of the shareholders, or
any adjournment thereof, the board of directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
it may conveniently be held.

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

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

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

   Section 4.     Notice of Meeting.  Written notice stating the place,
date, and hour of the meeting shall be given not less than 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 is 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 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 corporation 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 purposes 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 (ii) 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 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 a writing upon which
the action is taken is first received by the corporation.  The record date
for determining shareholders entitled to demand a special meeting shall
be the date of the earliest of any of the demands pursuant to which the
meeting is called.

   Section 6.     Voting Lists.  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 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 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 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.

   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 the document.  Action taken under this Section 12 is
effective as of the date the last writing necessary to effect this 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 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, within a range of no less than three or more than
five.  A director shall be a natural person who is eighteen 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, 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 shareholder's 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 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, provided that no meeting shall be called
outside the State of Colorado unless a majority of the board of
directors has so authorized.

   Section 6.     Notice.  Notice of 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, telegram, 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 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 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.  No director may vote or act by
proxy at any meeting of directors.

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

   Section 10.    Presumption of Assent.  A director of the corporation
who is present at a meeting of the board of directors or committee of
the board at which  action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (i) the director
objects at the beginning of the meeting, or promptly upon his arrival,
to the holding of the meeting or the transaction of business at the
meeting and does not thereafter vote for or assent to any action taken
at the meeting, (ii) the director contemporaneously requests that his
dissent or abstention as to any specific action taken be entered in the
minutes of the meeting, or (iii) the director causes written notice of his
dissent or abstention as to any specific action to be received by the
presiding officer of the meeting before its adjournment or by the
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 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 standards of care set
forth in Article III, Section 14 of these bylaws.

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

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

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

   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, one or more vice presidents, 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
may appoint such other officers, assistant officers, committees and
agents, including a chairman of the board, assistant secretaries and
assistant treasurers, as they may consider necessary.  The board of
directors or the officer or officers authorized by the board shall from
time to time determine the procedure for the appointment of officers,
their 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 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 appointment shall be made
as soon thereafter as conveniently may be.  Each officer shall hold
office until the first of the following occurs:  his successor shall have
been duly appointed and qualified, his death, his resignation, or his
removal in the manner provided in Section 3.

   Section 3.     Resignation and Removal.  An officer may resign at
any time by giving written notice of resignation to the 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.  Such removal does not affect the contract rights, if any, of
the corporation or of the person so removed.  The appointment of an
officer or agent shall not in itself create contract rights.

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

   Section 5.     President.  Subject to the direction and supervision of
the board of directors, the president shall be the chief executive officer
of the corporation, and shall have general and active control of its
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 or 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 6.     Vice Presidents.  The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by
the president or by the board of directors.  In the absence of the
president, the vice president, if any (or, if more than one, the vice
presidents in the order designated by the board of directors, or if the
board makes no such designation, then the vice president designated by
the president, or if neither the board nor the president makes any such
designation, the senior vice president as determined by first election to
that office), shall have the powers and perform the duties of the
president.

   Section 7.     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 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 name 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 (vii) in general,
perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or
by the board of directors.  Assistant secretaries, if any, shall have the
same duties and powers subject to supervision by the secretary.  The
directors and/or shareholders may however respectively designate a
person other than the secretary or assistant secretary to keep the
minutes of their respective meetings.

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

   Section 8.     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, shall make such
reports to it as may be required at any time.  He shall, if required by
the board, give the corporation a bond in such sums and with such
sureties as shall be satisfactory to the board, conditioned upon the
faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to
the corporation.  He shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of
directors or the president.  The assistant treasurers, if any, shall have
the same powers and duties, 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
president and the board of directors statements of account showing the
financial position of the corporation and the results of its operations.


                                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 one or
more 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 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
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 at 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 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 complete
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 any attorneys' fees),
judgments, penalties, fines (including any excise tax assessed with
respect to an employee benefit plan) and amounts paid in settlement
reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of
this Article that he conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity
with the corporation, that his conduct was in the corporation's best
interests, or (ii) in all other cases (except criminal cases), that his
conduct was at least not opposed to the corporation's best interests, or
(iii) in the case of any criminal proceeding, that he had no reasonable
cause to believe his conduct was unlawful.  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 1 of this
Article VI against expenses (including attorneys' fees) reasonably
incurred by him in connection with the proceeding without the
necessity of any action by the corporation other than the determination
in good faith that the defense has been wholly successful.

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

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

   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, 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 1 of this Article or was adjudged liable in
the proceeding, the court may order such indemnification as the court
deems proper except that if the Proper Person has been adjudged
liable, indemnification shall be limited to reasonable expenses incurred
in connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.

   Section 6.     Advance of Expenses.  Reasonable expenses
(including attorneys' fees) incurred in defending an action, suit or
proceeding as described in Section 1 may be paid by the corporation to
any Proper Person in advance of the final disposition of such action,
suit or proceeding upon receipt of (i) a written affirmation of such
Proper Person's good faith belief that he has met the standards of
conduct prescribed by Section 1 of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet
the prescribed standards of conduct (the undertaking shall be an
unlimited general obligation of the Proper Person but need not be
secured and may be accepted without reference to financial ability to
make repayment), and (iii) a determination is made by the proper
group (as described in Section 3 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 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 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 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.


   THE FOREGOING BYLAWS, consisting of eighteen (18) pages,
including this page, constitute the bylaws of Chelmsford Capital, Ltd.
adopted by the board of directors of the corporation as of January 19,
1995.


/s/ Gary S. Joiner
Secretary
<PAGE>
EXHIBIT 4.1
                         WARRANT AGENT AGREEMENT

   AGREEMENT, dated this ____ day of ______________, 1995,
between Chelmsford Capital, Ltd., a Colorado corporation (the
"Company"), and Corporate Stock Transfer, Inc., as warrant agent (the
"Warrant Agent").

                          W I T N E S S E T H:

   WHEREAS, the Company is issuing 2,695,000 Class A Common
Stock Purchase Warrants ("Class A Warrants"), and 1,347,500 Class B
Common Stock Warrants ("Class B Warrants"), each such warrant to
purchase one (1) share of the Company's Common Stock, no par value
per share (the "Common Stock"), and all such Class A Warrants and
Class B Warrants are hereinafter collectively referred to as the
"Warrants;" and

   WHEREAS, each Warrant entitles the registered holder to purchase
one (1) share of Common Stock; and

   WHEREAS, the Company desires to provide for the issuance of
certificates representing the Warrants; and

   WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, registration, transfer and exchange of
certificates representing the Warrants and the exercise of the Warrants;

   NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, and for the purpose of
defining the terms and provisions of the Warrants and the certificates
representing the Warrants and the respective rights and obligations
thereunder of the Company, the holders of certificates representing the
Warrants, and the Warrant Agent, the parties hereto agree as follows:

   SECTION 1.     Definitions.

   For purposes of this Agreement, the terms listed below shall have
the respective meanings set forth below in this Section, unless the
context shall require otherwise.

           (a)    "Common Stock" shall mean common stock of the
   Company, whether now or hereafter authorized, which has the right
   to participate in the distribution of earnings and assets of the
   Company without limit as to amount or percentage, which as
   authorized at the date hereof consists of 100,000,000 shares.

           (b)    "Warrant Expiration Date" shall mean 5 p.m.
   (Mountain Time) on December 31, 1999, or if such a date shall, in
   the State of Colorado, be a holiday or a day on which banks are
   authorized to close, then 5 p.m. (Mountain Time) on the next
   following day which, in the State of Colorado, is not a holiday or a
   day on which banks are authorized to close.  The Warrant
   Expiration Date may be extended from time to time for an
   indefinite period, by action of the Company, upon giving five (5)
   days prior notice to the Warrant Agent.  Unless exercised during the
   Warrant Exercise Period, as defined below, the Warrants will
   thereafter automatically expire.

           (c)    "Warrant Exercise Period" shall mean from August 1,
   1995, until the Warrant Expiration Date.

           (d)    "Corporate Office" shall mean the office of the
   Warrant Agent (or its successor) at which at any particular time its
   principal business in Denver, Colorado, shall be administered,
   which office is located at the date hereof at 370 - 17th Street, Suite
   2350, Denver, Colorado 80202.

           (e)    "Exercise Date" shall mean the date a certificate
   representing a Warrant is surrendered for exercise.

           (f)    "Purchase Price" shall mean (i) $2.00 per share of
   Common Stock in the case of a Class A Warrant, and (ii) $4.00 per
   share of Common Stock in the case of a Class B Warrant, unless
   either such purchase price shall have been reduced as hereinafter
   provided.  The Company may, in its sole discretion, reduce the
   Purchase Price of either the Class A Warrants or the Class B
   Warrants upon five (5) days prior notice to the Warrant Agent. 
   Subject to the provisions of Sections 4 and 5 and the other
   conditions set forth in this Agreement, each Warrant is exercisable
   for one (1) share of Common Stock upon payment of the Purchase
   Price at any time during the Warrant Exercise Period.

           (g)    "Registered Holder" shall mean the person in whose
   name any certificate representing Warrants shall be registered on the
   books maintained by the Warrant Agent pursuant to Section 7.

           (h)    "Subsidiary" or "Subsidiaries" shall mean any
   corporation or corporations, as the case may be, of which stock
   having ordinary power to elect a majority of the Board of Directors
   of such corporation (regardless of whether at the time stock of any
   other class or classes of such corporation shall have or may have
   voting power by reason of the happening of any contingency) is at
   the time directly or indirectly owned by the Company or by one or
   more subsidiaries, or by the Company and one or more
   Subsidiaries.

           (i)    "Transfer Agent" shall mean Corporate Stock
   Transfer, Inc., Denver, Colorado, or its authorized successor.

           (j)    "Warrant Certificate" shall mean a certificate
   representing Warrants.

   SECTION 2.     Warrants and Issuance of Warrant Certificates; Stop-
Transfer Order.

           (a)    Each Warrant shall entitle the Registered Holder of
   the Warrant Certificate representing such Warrant to purchase one
   share of Common Stock upon the exercise thereof.  Until the
   Company shall have consummated a business combination that does
   not result in the cancellation of the Warrants pursuant to Section
   5(a), the Warrants (i) shall be subject to a stop-transfer order, and
   (ii) may not be transferred on the books and records of the
   Company.  Unless the Warrants shall have been cancelled pursuant
   to Section 5(a), the Warrants shall become freely transferable upon
   the consummation of a business combination by the Company.

           (b)    Upon execution of this Agreement, Warrant
   Certificates representing up to an aggregate of 2,695,000 Class A
   Warrants to purchase an aggregate of 2,695,000 shares of Common
   Stock and Warrant Certificates representing up to an aggregate of
   1,347,500 Class B Warrants to purchase an aggregate of 1,347,500
   shares of Common Stock, shall be executed by the Company and
   delivered to the Warrant Agent and, after the corresponding
   certificates for Warrants shall have been duly countersigned by the
   Transfer Agent of the Company's Common Stock, shall be
   countersigned, issued and delivered by the Warrant Agent upon
   written order of the Company signed by its Chief Executive Officer,
   President, or a Vice President and its Treasurer or an Assistant
   Treasurer or its Secretary or Assistant Secretary.

           (c)    From time to time, up to the Warrant Expiration
   Date, plus such additional time as may reasonably be required to
   perform, accomplish and complete necessary administrative
   functions connected with the exercise of the Warrants, the Transfer
   Agent shall countersign and deliver stock certificates representing
   up to an aggregate of 2,695,000 shares of Common Stock upon the
   exercise of the Class A Warrants and up to an aggregate of
   1,347,500 shares of Common Stock upon the exercise of the Class
   B Warrants pursuant to the terms of this Agreement.

           (d)    From time to time, up to the Warrant Expiration
   Date, the Warrant Agent shall countersign and deliver Warrant
   Certificates in required whole number denominations to the persons
   entitled thereto in connection with any transfer or exchange
   permitted under this Agreement.  Except as provided in Section 8
   hereof, no Warrant Certificates shall be issued except (i) Warrant
   Certificates initially issued hereunder, (ii) Warrant Certificates
   issued upon the exercise of any Warrants, to evidence the
   unexercised Warrants held by the exercising Registered Holder, and
   (iii) Warrant Certificates issued upon any transfer or exchange of
   Warrants.

   SECTION 3.     Form and Execution of Warrant Certificates.

   The Warrant Certificates shall be substantially in the form annexed
hereto as Exhibit A and Exhibit B (the provisions of which are
incorporated herein by this reference) and may have such letters,
numbers or other marks of identification or designation and such
legends, summaries or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange
on which the Class A Warrants or the Class B Warrants may be listed,
or to conform to usage.  The Warrant Certificates shall be dated the
date of issuance thereof (whether upon initial issuance, transfer,
exchange or in lieu of mutilated, lost, stolen or destroyed Warrant
Certificates).  Class A Warrants shall be numbered serially with the
letters W-A on Class A Warrants of all denominations.  Class B
Warrants shall be numbered serially with the letters W-B on Class B
Warrants of all denominations.

   Warrant Certificates shall be executed on behalf of the Company by
its Chief Executive Officer, President or any Vice President and its
Treasurer or an Assistant Treasurer or its Secretary or an Assistant
Secretary, by manual signatures or by facsimile signatures printed
thereon, and shall have imprinted thereon a facsimile of the
Company's seal.  Warrant Certificates shall be manually countersigned
by the Warrant Agent and shall not be valid for any purpose unless so
countersigned.  In case any office of the Company who shall have
signed any of the Warrant Certificates shall cease to be such officer of
the Company before the date of issuance of the Warrant Certificates or
before countersignature by the Warrant Agent and issue and delivery
thereof, such Warrant Certificates, nevertheless, may be countersigned
by the Warrant Agent, issued and delivered with the same force and
effect as though the person who signed such Warrant Certificates had
not ceased to be such officer of the Company.

   SECTION 4.     Exercise of Warrants.

   Subject to (i) the provisions of Section 5 and the other conditions
set forth in this Agreement, (ii) the current prospectus requirements of
the Securities Act of 1933, as amended, and (iii) any additional
conditions set forth in the applicable Warrant Certificate, each Warrant
represented by a Warrant Certificate may be exercised during the
applicable Warrant Exercise Period upon the terms set forth herein and
in the applicable Warrant Certificate.  A Warrant shall be deemed to
have been exercised immediately prior to the close of business on the
applicable Exercise Date, provided that the Warrant Certificate
representing such Warrant, with the appropriate exercise form thereon
duly executed by the Registered Holder thereof or his or her attorney
duly authorized in writing, together with payment in cash, or by
official bank or certified check made payable to the Company, of an
amount equal to the applicable Purchase Price has been timely
received by the Warrant Agent.  Payment must be made in United
States funds.  The person entitled to receive the securities deliverable
upon such exercise shall be treated, for all purposes, as the holder of
such securities as of the close of business on the Exercise Date.  The
Company shall not be obligated to issue any fractional share interests
or fractional warrant interests upon the exercise of any Warrant or
Warrants.  As soon as practicable on or after the Exercise Date, and in
any event within thirty (30) days after such date, if a Warrant has been
exercised, the Warrant Agent, on behalf of the Company, shall cause
to be issued to the person or persons entitled to receive the same, a
Common Stock certificate or certificates for the shares of Common
Stock, and the Warrant Agent shall deliver the same to the person or
persons entitled thereto.  No adjustment shall be made in respect of
dividends on any shares delivered upon exercise of any Warrant. 
Upon the exercise of any Warrants, the Warrant Agent shall promptly
notify the Company in writing of such fact and of the number of
securities delivered upon such exercise and shall cause all payments of
an amount in cash or check made payable to the order of the
Company, equal to the Purchase Price, to be deposited promptly into
the Company's bank account.

   Notwithstanding the other provisions hereof, no Warrants may be
exercised unless the Company maintains a current registration
statement with the U.S. Securities and Exchange Commission
("Registration Statement") in effect during the exercise period of the
Warrants.  The Company will use its best efforts to file a Registration
Statement, and to keep the information on the Company therein current
during the period during which the Warrants may be exercised.  The
Company will have no obligation, however, to file or to keep the
Registration Statement current for Common Stock to be issued
pursuant to a class of Warrants when the market bid price for the
Company's Common Stock is below the exercise price of such class of
Warrants, or when there is no current public market for the Company's
Common Stock.

   SECTION 5.     Cancellation of Warrants.  Anything in this
Agreement or in the applicable Warrant Certificate to the contrary
notwithstanding, the Warrants shall be subject to cancellation by the
Company as follows:

   (a)     Subject to the limitations set forth below in this Subsection
(a), all, but not less than all, of the Warrants may be cancelled by the
Company at any time prior to the declaration by the Securities and
Exchange Commission of the effectiveness of a Registration Statement
under which the Common Stock shall have been registered without
prior written notice to the registered holders of the Warrants and
without any right on the part of the holders of the Warrants to exercise
their purchase rights prior to the cancellation date.  Upon cancellation,
the Warrantholder will forfeit his right to purchase the Common Stock
underlying the Warrants.  Because the Warrants may be exercised only
so long as the Company meets the current prospectus requirements of
the Securities Act of 1933, as amended, a cancellation of the Warrants
pursuant to this Subsection (a) will mean that the Warrantholder shall
never have received an opportunity to exercise the Warrants following
the acquisition of a business opportunity by the Company.  The
Company's right to cancel the Warrants in accordance with this
Subsection (a) may be exercised, however, only in the event that
management of a business opportunity that is the target of a business
combination with the Company shall have required, in writing, that the
cancellation of the Warrants shall be a condition precedent to the
consummation of the business combination between the Company and
the target company.  The cancellation is to become effective only upon
the closing of such a business combination.  Should the contemplated
business combination fail to close, the cancellation shall be void and
the exercisability of the Warrants covered by the cancellation shall not
be affected.  The failure of one or more business combinations to close
shall not, however, impair the Company's right to cancel Warrants
under this Subsection (a) if the Company enters into arrangements for
a subsequent business combination featuring the warrant-cancellation
condition described in this Subsection (a).  To the extent that the
management of a business opportunity that consummates a business
combination with the Company does not require cancellation of
Warrants as a condition of closing, the right of the Company to cancel
Warrants under this Subsection (a) shall be extinguished.

   (b)     In addition to the cancellation mechanism described in
Subsection (a), above, all or any number of the Warrants can be
cancelled by the Company at any time during their exercise term upon
a minimum of thirty (30) days prior written notice mailed to the
registered holders of the Warrants to exercise their purchase rights
between the date of any notice of cancellation up to and including the
cancellation date given by the company.  The notice period may be
extended, at the discretion of the Company, upon giving subsequent
notice to the Warrant Agent and to registered holders of the Warrants. 
Any holder who does not exercise his Warrants prior to the date set
for cancellation will forfeit his right to purchase the Common Stock
underlying the Warrants.

   SECTION 6.     Reservation of Shares; Listing; Payment of Taxes;
etc.

   The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose
of issue upon exercise of Warrants, such number of shares of Common
Stock as shall then be issuable upon the exercise of all outstanding
Warrants.  The Company covenants that all shares of Common Stock
which shall be issuable upon exercise of Warrants shall be duly and
validly issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof, and that upon
issuance, such shares shall be listed on each national securities
exchange, if any, on which the other shares of outstanding Common
Stock of the Company are then listed.

   If any securities to be reserved for the purpose of exercise of
Warrants hereunder require registration with or approval of any
governmental authority under any federal or state law, before such
securities may be validly issued or delivered upon such exercise, then
the Company covenants that it will, in good faith and as expeditiously
as possible, endeavor to secure such registration or approval, as the
case may be, provided, however, that the Company need not endeavor
to seek such registration or approval in a state in which the Warrants
were not sold by the Company pursuant to the Registration Statement
unless an exemption from registration under such state's laws is
available or such registration or approval may be obtained with
reasonable efforts and expenses, and provided further, that Warrants
may not be exercised by, or shares of Common Stock issued to, any
Registered Holder in any state in which such exercise would be
unlawful.

   The Company shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the
issuance of Warrants, or the issuance or delivery of any shares upon
exercise of the said Warrants; provided, however, that if shares of
Common Stock are to be delivered in a name other than the name of
the Registered Holder of the Warrant Certificate representing any
Warrant being exercised, then no such delivery shall be made unless
the person requesting the same has paid to the Warrant Agent the
amount of transfer taxes or charges incident thereto, if any.

   The Warrant Agent, unless it is already acting as such, is hereby
irrevocably authorized to requisition the Transfer Agent from time to
time for certificates representing shares of Common Stock required
upon exercise of the Warrants, and the Company will authorize the
Transfer Agent to comply with all such requisitions.  The Company
will file with the Warrant Agent a statement setting forth the name and
address of the Transfer Agent for shares of Common Stock or other
capital stock issuable upon exercise of the Warrants and of each
successor Transfer Agent.

   SECTION 7.     Exchange and Registration of Transfer.

   Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants or
may be transferred in whole or in part.  Warrant Certificates to be so
exchanged shall be surrendered to the Warrant Agent at its Corporate
Office, accompanied by an Assignment, when necessary, and the
Company shall execute and the Warrant Agent shall countersign, issue
and deliver in exchange therefor, the Warrant Certificate or Certificates
which the Registered Holder making the exchange shall be entitled to
receive.

   The Warrant Agent shall keep at such office, books in which,
subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and the transfer thereof.  Upon due
presentment for registration of transfer of any Warrant Certificate at
such office, the Company shall execute and the Warrant Agent shall
issue and deliver to the transferee or transferees a new Warrant
Certificate or Certificates representing an equal aggregate number of
Warrants.

   With respect to all Warrant Certificates presented for registration or
transfer, or for exchange or exercise, the subscription form on the
reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form
satisfactory to the Company and the Warrant Agent, duly executed by
the Registered Holder thereof or his or her attorney duly authorized in
writing.

   A service charge shall be made for any exchange or registration or
transfer of Warrant Certificates.  In addition, the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

   All Warrant Certificates so surrendered for exercise or for exchange
in case of mutilated Warrant Certificates shall be promptly cancelled
by the Warrant Agent and thereafter retained by the Warrant Agent
until termination of the agency.

   Prior to due presentment for registration of transfer thereof, the
Company and the Warrant Agent may deem and treat the Registered
Holder of any Warrant Certificate as the absolute owner thereof and of
each Warrant represented thereby (notwithstanding any notations of
ownership or writing thereon made by anyone other than the Company
or the Warrant Agent) for all purposes and shall not be affected by any
notice to the contrary.

   SECTION 8.     Loss or Mutilation.

   Upon receipt by the Company and the Warrant Agent of evidence
satisfactory to them of the ownership of and the loss, theft, destruction
or mutilation of any Warrant Certificate and (in the case of loss, theft
or destruction) of indemnity satisfactory to them, and (in the case of
mutilation) upon surrender and cancellation thereof, the Company shall
execute and the Warrant Agent shall countersign and deliver in lieu
thereof, a new Warrant Certificate representing an equal aggregate
number of Warrants.  Applicants for a substitute Warrant Certificate
shall also comply with such other reasonable regulations and pay such
other reasonable charges as the Warrant Agent may prescribe.

   SECTION 9.     Adjustment of Purchase Price and Number of Shares
Deliverable After a Recapitalization or Restructuring of the Company.

   (a)     After each adjustment of the Purchase Price, pursuant to this
Section 9, the number of Common Stock purchasable upon the
exercise of each Warrant shall be the number derived by dividing such
adjusted Purchase Price into the original Purchase Price as defined in
Section 1(f).  In addition to this Section 9, the Company's Board of
Directors may, in its discretion, reduce the applicable purchase price
upon the giving of five (5) days prior notice to the registered holders
of the Warrants and to the Warrant Agent.  Such reductions shall not
be subject to the adjustment provisions of this Section 9.

   (b)     The Purchase Price shall be subject to adjustment as set
forth below:

           (i)    In case the Company shall hereafter (A) pay a
   dividend or make a distribution on its Common Stock in shares of
   its capital stock (whether shares of Common Stock or of capital
   stock of any other class), (B) subdivide its outstanding shares of
   Common Stock, (C) combine its outstanding shares of Common
   Stock into a smaller number or shares, or (D) issue by
   reclassification of its shares of Common Stock any shares of capital
   stock of the Company, the Purchase Price in effect immediately
   prior to such action shall be adjusted so that the Registered Holder
   of any Warrant thereafter exercised shall be entitled to receive the
   number of shares of capital stock of the Company which he or she
   would have owned immediately following such action had such
   Warrant been exercised immediately prior thereto.

           (ii)   An adjustment made pursuant to this subsection shall
   become effective immediately after the record date in the case of a
   dividend and shall become effective immediately after the effective
   date in the case of a subdivision, combination, reclassification or
   issue.  If, as a result of an adjustment made pursuant to this
   subsection, the Registered Holder of any Warrant thereafter
   exercised shall become entitled to receive shares of two or more
   classes of capital stock of the Company, the Board of Directors
   (whose determination shall be conclusive and shall be described in a
   statement filed with the Warrant Agent) shall determine the
   allocation of the adjusted Purchase Price between or among shares
   of such classes of capital stock.

           (iii)  No adjustment in the Purchase Price shall be required
   to be made unless such adjustment would require an increase or
   decrease of at least $.01; provided, however, that any adjustments,
   which by reason of this subsection, are not required to be made,
   shall be carried forward and taken into account in any subsequent
   adjustment.  All calculations under this Section 9 shall be made to
   the earnest one-hundredth of a share, as the case may be, but in no
   event shall the Company be obligated to issue fractional shares
   upon the exercise of any Warrant.

           (iv)   In the event that at any time as a result of an
   adjustment made pursuant to subsection (i) of this Section 9(b), the
   Registered Holder of any Warrant thereafter exercised shall become
   entitled to receive any shares of the Company other than shares of
   its Common Stock, thereafter the Purchase price of such other
   shares so receivable upon exercise of any Warrant shall be subject
   to adjustment from time to time in a manner and on terms as nearly
   equivalent as practicable to the provisions with respect to Common
   Stock contained in subsections (i) through (iii) of this Section 9(b).

   (c)     In case of any reclassification or change of outstanding
shares of Common Stock issuable upon exercise of the Warrants (other
than a change in par value, or from par value to no par value, or from
no par value to par value or as a result of a subdivision or
combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a
Subsidiary in which merger the Company is the continuing corporation
and which does not result in any reclassification or change of the then
outstanding shares of Common Stock or other capital stock issuable
upon exercise of the Warrants [other than a change in par value, or
from par value to no par value, or from no par value to par value or as
a result of a subdivision or combination]) or in case of any sale or
conveyance to another corporation of the property of the Company as
an entirety or substantially as an entirety, then, as a condition of such
reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation, as the case
may be, shall make lawful and adequate provision whereby the
Registered Holder of each Warrant then outstanding shall have the
right thereafter to receive on exercise of such Warrant, the kind and
amount of securities and property receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a Holder of the
number of securities issuable upon exercise of such Warrant
immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance and shall forthwith file at the Corporate
Office of the Warrant Agent, a statement signed by its Chief Executive
Officer, President or a Vice President and its Treasurer or an Assistant
Treasurer or its Secretary or an Assistant Secretary evidencing such
provisions.  Such provisions shall include provision for adjustment
which shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 9(b).  The above provisions of this
Section 9(c) shall similarly apply to the successive reclassifications and
changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.

   (d)     Before taking any action which would cause an adjustment
reducing the Purchase Price below the then par value of the shares of
Common Stock issuable upon exercise of the Warrants, the Company
will take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Purchase Price.

           (i)    Upon any adjustment of the Purchase Price required
to be made pursuant to this Section 9, the Company within thirty (30)
days thereafter shall (A) cause to be filed with the Warrant Agent a
certificate of a firm of independent accountants setting forth the
Purchase Price after such adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which such
calculation is based, which certificate shall be conclusive evidence of
the correctness of such adjustment, and (B) cause to be mailed to each
of the Registered Holders of Warrant Certificates written notice of
such adjustment.  Where appropriate, such notice may be given in
advance and included as a part of the notice required to be mailed
under the provisions of Subsection 9(d)(ii).

           (ii)   In case at any time:

           (A)    The Company shall declare any dividend upon its
Common Stock payable otherwise than in cash or in Common Stock of
the Company; or

           (B)    The Company shall offer for subscription to all the
holders of its Common Stock, but not to the public generally, any
additional shares of stock of any class or any other securities
convertible into shares of stock or any rights to subscribe therefore; or

           (C)    There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the assets of the Company, or a consolidation or
merger of the Company with another corporation (other than a merger
with a Subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification or change
of the then outstanding shares of Common Stock or other capital stock
issuable upon exercise of the Warrants [other than a change in par
value, or from par value to no par value, or from no par value to par
value, or as a result of subdivision or combination]); or

           (D)    There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall cause to be
mailed to each of the Registered Holders of Warrants, at the earliest
practicable time (and, in any event, not less than twenty (20) days
before any record date or other date set for definitive action), written
notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription
rights or such reorganization, reclassification, sale, consolidation,
merger, dissolution, liquidation or winding up shall taken place, as the
case may be.  Such notice shall also set forth such facts as shall
indicate the effect of such action (to the extent that such effect may be
known at the date of such notice) on the Purchase Price and the kind
and amount of the shares of stock and other securities and property
deliverable upon exercise of the Warrants.  Such notice shall also
specify the date as of which the holders of the Common Stock of
record shall participate in said dividend, distribution or subscription
rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, sale, consolidation, merger, dissolution, liquidation or
winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the
Company, the right to exercise the Warrants shall terminate).

           (iii)  Without limiting the obligation of the Company to
provide notice to the Registered Holders of corporation actions
hereunder, it is agreed that failure of the Company to give notice shall
not invalidate such corporation action of the Company.

   SECTION 10.  Concerning the Warrant Agent.

   The Warrant Agent acts hereunder as agent and in a ministerial
capacity for the Company, and its duties shall be determined solely by
the provisions hereof.  The Warrant Agent shall not, by issuing and
delivering Warrant Certificates or by any other act hereunder, be
deemed to make any representations as to the validity or value or
authorization of the Warrant Certificate or the Warrants represented
thereby or of any securities or other property delivered upon exercise
of any Warrant or whether any stock issued upon exercise of any
Warrant is fully paid and nonassessable.

   The Warrant Agent shall not at any time (i) be liable for any recital
or statement of fact contained herein or for any action taken, suffered
or omitted by it in reliance on any Warrant Certificate or other
document or instrument believed by it in good faith to be genuine and
to have been signed or presented by the proper party or parties, (ii) be
responsible for any failure on the part of the Company to comply with
any of its covenants and obligations contained in this Agreement or in
any Warrant Certificate, or (iii) be liable for any act or omissions in
connection with this Agreement except for its own negligence or
willful misconduct.

   The Warrant Agent may at any time consult with counsel for the
Company and shall incur no liability or responsibility for any action
taken, suffered or omitted by it in good faith in accordance with the
option or advice of such counsel.

   Any notice, statement, instruction, request, direction, order or
demand of the Company shall be sufficiently evidenced by an
instrument signed by its Chief Executive Officer, President, a Vice
President, its Treasurer, an Assistant Treasurer, its Secretary, or an
Assistant Secretary (unless other evidence in respect thereof is herein
specifically prescribed).  The Warrant Agent shall not be liable for any
action taken, suffered or omitted by it in accordance with such notice,
statement, instruction, request, direction, order or demand.

   The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse it for its
reasonable expenses hereunder; it further agrees to indemnify  the
Warrant Agent and save it harmless against any and all losses,
expenses and liabilities, including judgments, costs and counsel fees,
for anything done or omitted by the Warrant Agent in the execution of
its duties and powers hereunder except losses, expenses and liabilities
arising as a result of the Warrant Agent's negligence or willful
misconduct.

   The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a
result of the Warrant Agent's own negligence or willful misconduct),
after giving thirty (30) days prior written notice to the Company.  At
least fifteen (15) days prior to the date, such resignation is to become
effective, the Warrant Agent shall cause a copy of such notice of
resignation to be mailed to the Registered Holder of each Warrant
Certificate at the Company's expense.  Upon such resignation, the
company shall appoint in writing, a new warrant agent.  If the
company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation by
the resigning Warrant Agent, then the Registered Holder of any
Warrant Certificate may apply in any court of competent jurisdiction
for the appointment of a new warrant agent.  Any new warrant agent,
whether appointed by the Company or by such a court, shall be a bank
or trust company having a capital and surplus, as shown by its last
published report of its stockholders, of not less than $1,000,000 or a
stock transfer company doing business in the Denver, Colorado,
metropolitan area.  After acceptance in writing of such appointment by
the new warrant agent is received by the Company, such new warrant
agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as the warrant
agent, without any further assurance, conveyance, act or deed; but if
for any reason it shall be necessary or expedient to execute and deliver
any further assurance, conveyance, act or deed, the same shall be done
at the expense of the Company and shall be legally and validly
executed and delivered by the resigning Warrant Agent.  Not later than
the effective date of any such appointment, the Company shall file
notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Registered Holder of
each Warrant Certificate.

   Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged or any corporation resulting from
any consolidation to which the Warrant Agent or any new warrant
agent shall be a party or any corporation succeeding to the corporate
trust business of the Warrant Agent shall be a successor warrant agent
under this Agreement without any further act, provided that such
corporation is eligible for appointment as successor to the Warrant
Agent under the provisions of the preceding paragraph.  Any such
successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed to the Company and to the Registered
Holder of each Warrant Certificate.

   The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the
same manner and to the same extent and with like effect as though it
were not the Warrant Agent.  Nothing herein shall preclude the
Warrant Agent from acting in any capacity for the Company or for
any other legal entity.

   The Warrant Agent and the Company may by supplemental
agreement, make any changes or corrections in this Agreement (i) that
they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or manifest mistake or error herein
contained; or (ii) that they may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Warrant
Certificates; provided, however, that this Agreement shall not
otherwise be modified, supplemented or altered in any respect except
with the consent in writing of the Registered Holders of Warrant
Certificates representing not less than 50% of the Warrants then
outstanding; and provided, further, that no change in the number or
nature of the securities purchasable upon the exercise of any Warrant,
or an increase in the Purchase Price therefor, or the acceleration of the
applicable Warrant Expiration Date, shall be made without the consent
in writing of the Registered Holders of the Warrant Certificate
representing such Warrant, other than such changes as are specifically
prescribed by this Agreement as originally executed.

   SECTION 12.  Notices.

   All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been made when
delivered or mailed, first-class postage prepaid, or delivered to a
telegraph office for transmissions: if to the Registered Holder of the
Warrant Certificate, at the address of such holder as shown on the
registry books maintained by the Warrant Agent; if to the Company, at
c/o Frascona, Joiner and Goodman, P.C., 4750 Table Mesa Drive,
Boulder, Colorado 80303, Attention: Gary S. Joiner, or at such other
address as may have been furnished to the Warrant Agent in writing
by the Company, in each case with a copy at the same time to
Frascona, Joiner and Goodman, P.C., Attention:  Gary S. Joiner, Esq.,
4750 Table Mesa Drive, Boulder, Colorado 80303-5575; and, if to the
Warrant Agent, at the Corporate office.

   SECTION 13.  Governing law.

   This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.

   SECTION 14.  Binding Effect.

   This Agreement shall be binding upon and inure to the benefit of
the Company, the Warrant Agent and their respective successors and
assigns, and the Registered Holders from time to time of Warrant
Certificates or any of them.  Nothing in this Agreement is intended or
shall be construed to confer upon any other person any right, remedy
or claim or to impose upon any other person any duty, liability or
obligation.

   SECTION 15.  Counterparts.

   This Agreement may be executed in several counterparts, which
taken together shall constitute a single document.

   IN WITNESS WHEREOF, the parties hereto have cause this
Agreement to be duly executed as of the date first above written.


CHELMSFORD CAPITAL, LTD.


By:        /s/
Its:       President

CORPORATE STOCK TRANSFER, INC.
as Warrant Agent

By:        /s/
Its:       ____<PAGE>
EXHIBIT 4.2 - SPECIMEN CLASS A WARRANT CERTIFICATE

WARRANT CERTIFICATE NO ____

CANCELABLE WARRANT NO. W-A___
_______ CANCELABLE WARRANTS

CHELMSFORD CAPITAL, LTD.
(a Colorado corporation)

CANCELABLE WARRANT CERTIFICATE
For the Purchase of Common Stock
CUSIP __________________

   THIS CERTIFIES THAT, for value received,
____________________
__________________________________________________________
________
__________________________________________________________
________
("Warrantholder"), is the registered owner of the above-stated number
of Cancelable Class A Warrants ("Cancelable Warrants") of
CHELMSFORD CAPITAL, LTD., a Colorado corporation
("Company"), expiring on December 31, 1999, unless canceled or
extended ("Expiration Date").  Subject to cancellation and other
limitations as described below, each Cancelable Warrant entitles the
Warrantholder to purchase one share of the common stock no par
value ("Common Stock" or "Shares"), of the Company, at a purchase
price of $2.00 per Share ("Exercise Price"), at any time beginning
August 1, 1995 and until to the Expiration Date, upon surrender of this
Certificate with the exercise form on the reverse side hereof duly
completed and executed, accompanied by payment of the Exercise
Price, to Corporate Stock Transfer, Inc., ("Warrant Agent"), 370 - 17th
Street, Suite 2350, Denver, Colorado 80202.  This Certificate and
exercise of these Cancelable Warrants will be subject to the provisions
of the Warrant Agent Agreement dated _____________, 1995,
("Warrant Agreement"), between the Company and the Warrant Agent,
to which provisions the Warrantholder agrees by acceptance of this
Certificate.  The provisions of the Warrant Agreement and those set
forth on the reverse side of this Certificate are fully incorporated by
reference into this Certificate as if fully set forth herein.

   If all Cancelable Warrants represented by this Certificate shall not
have been duly exercised on or before the Expiration Date, as it may
be extended, the unexercised Cancelable Warrants shall expire and this
Certificate shall become void.  The Expiration Date may be extended
from time to time for an indefinite period, or the Exercise Price may
be reduced, at the discretion of the Company upon giving notice
thereof to the Warrant Agent and giving subsequent notice thereof to
holders of Cancelable Warrants then listed on its books.

   The Warrantholder may exercise all or any of the Cancelable
Warrants in the manner and during the period stated above, but only
for an even number of Shares if less than all are exercised, upon due
presentment of this Certificate to the Warrant Agent.  The Exercise
Price must be paid in lawful money of the United States of America,
in cash or by personal check, bank check or certified check payable to
the order of the Company.  If fewer than all of the above number of
Cancelable Warrants are exercised, the Warrant Agent shall execute
and deliver to the Warrantholder a new Cancelable Class A Warrant
certificate of like tenor evidencing the number of Cancelable Warrants
not exercised.  Should any or all the Cancelable Warrants be assigned,
then upon due presentment of this Certificate by the assignee to the
Warrant Agent accompanied by payment of the sum of $10.00 per
Cancelable Class A Warrant certificate to be issued and of all transfer
taxes and other governmental charges due, if any, the Warrant Agent
shall transfer the Cancelable Warrants assigned on the transfer books
and shall (subject to the Warrant Agreement) execute and deliver to
the assignee a Cancelable Class A Warrant certificate of like tenor
representing the number of Cancelable Warrants assigned, and if less
than all of the Cancelable Warrants are assigned, execute and deliver
to the Warrantholder a Cancelable Class A Warrant certificate of like
tenor representing the number of Cancelable Warrants not assigned.

   The Company may cancel these Cancelable Warrants at any time
upon at least thirty days' prior written notice to holders of Cancelable
Warrants then listed on its books.  This notice shall accelerate the
Expiration Date, which shall become the last day of the cancellation
period, and the Cancelable Warrants may be exercised on or before the
accelerated Expiration Date.  Cancelable Warrants not exercised timely
shall expire and this Certificate shall become void.  The cancellation
prior (and the accelerated Expiration Date) may be extended by the
Company upon two days' written notice to the Warrant Agent and
giving subsequent notice thereof to holders of Cancelable Warrants
then listed on its books.

   The Cancelable Warrants may be exercised, or canceled in
accordance with the immediately proceeding paragraph, only if a
current prospectus is then in effect.  The Company has undertaken to
use its best efforts to maintain a current prospectus at any time during
which the market bid price for the Common Stock exceeds the
Exercise Price, but is not obligated to do so.

   In addition, should management of a business opportunity that is the
target of a business combination with the Company require, as a
condition to the consummation of the business combination, that the
Cancelable Warrants be canceled, the Cancelable Warrants may be
canceled by the Company under the terms set forth in Section 5(a) of
the Warrant Agreement without prior written notice to the registered
holders of the Cancelable Warrants and without any right on the part
of such holders to exercise the Cancelable Warrants prior to
cancellation.  The Company may cancel the Cancelable Warrants under
these limited circumstances irrespective of whether a current
prospectus is then in effect.  The Company's power to cancel the
Cancelable Warrants in accordance with Section 5(a) of the Warrant
Agreement shall expire upon the Company's consummation of a
business combination.  UNTIL THE CANCELABLE WARRANTS
ARE NO LONGER SUBJECT TO CANCELLATION UNDER
SECTION 5(a) OF THE WARRANT AGREEMENT, THE
CANCELABLE WARRANTS MAY NOT BE TRANSFERRED ON
THE RECORDS OF THE COMPANY.

   These Cancelable Warrants shall not entitle the Warrantholder to
any of the rights of stockholders or to any dividend declared upon the
Common Stock unless the Warrantholder shall have exercised these
Cancelable Warrants and purchased the Shares of Common Stock prior
to the record date fixed by the Board of Directors of the Company for
the determination of holders of Common Stock entitled to such
dividend or other right.  Holders of Cancelable Warrants are protected
against dilution of their interests represented by the underlying shares
of Common Stock upon the occurrence of stock dividends, stock splits
or reclassifications of the Common Stock, as provided in the Warrant
Agreement.

   This Certificate shall not be valid unless countersigned by the
Warrant Agent.

   WITNESS the facsimile seal of the Company and the facsimile
signature of its duly authorized officer.

Dated:______________________________

CHELMSFORD CAPITAL, LTD.
By: Grant W.Peck, President
By: Dean F. Sessions, Secretary
COUNTERSIGNED:

CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350
Denver, Colorado  80202


By:___________________________
   Warrant Agent 
   Authorized Signature<PAGE>
CANCELABLE WARRANT SUBSCRIPTION FORM

                        CHELMSFORD CAPITAL, LTD.

Date: ____________________, 19____

   The Undersigned hereby elects irrevocably to exercise the within
Cancelable Warrant and to purchase _____________ shares of
Common Stock of the Company called for thereby, and hereby makes
payment of $_____________ (at the rate of $2.00 per share of
Common Stock) payable to Chelmsford Capital, Ltd. in payment of the
Exercise Price pursuant thereto and, if such number of shares shall not
be all of the shares purchasable hereunder, directs that a new
Cancelable Warrant Certificate of like tenor for the balance of the
remaining shares purchasable hereunder be delivered to the
undersigned at the address stated below.  Please issue the shares of
Common Stock as to which this Cancelable Warrant is exercised in
accordance with the instructions given below.

Signature:

Signature Guaranteed:

By:


INSTRUCTIONS FOR REGISTRATION OF STOCK

Name_____
(Print in Block Letters)

Address____

ASSIGNMENT
(To be executed by the registered Holder
to effect a transfer of the within Warrant)

FOR VALUE RECEIVED, ________________________ does hereby
sell, assign and transfer unto ____________________________ the
right to purchase _____________ shares of the Common Stock of the
Company evidenced by the within Warrant, and does hereby
irrevocably constitute and appoint _____________________________
attorney to transfer such right on the books of the Company with full
power of substitution in the premises.

Dated:____________________, 19____
Signature:
Signature Guaranteed:
By:
* * * * * * * * * *
NOTICE: The signature to this Assignment must correspond with the
name as written upon the face of the within Warrant in every
particular without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a
trust company or by a firm having membership on a registered
national securities exchange.
<PAGE>
EXHIBIT 4.3 - SPECIMEN CLASS B WARRANT CERTIFICATE
WARRANT CERTIFICATE NO ____

CANCELABLE WARRANT NO. W-B___
_______ CANCELABLE WARRANTS

CHELMSFORD CAPITAL, LTD.
(a Colorado corporation)

CANCELABLE WARRANT CERTIFICATE
For the Purchase of Common Stock
No Par Value
CUSIP __________________

THIS CERTIFIES THAT, for value received, ____________________
__________________________________________________________
__________________________________________________________
("Warrantholder"), is the registered owner of the above-stated number
of Cancelable Class B Warrants ("Cancelable Warrants") of
CHELMSFORD CAPITAL, LTD., a Colorado corporation
("Company"), expiring on December 31, 1999, unless canceled or
extended ("Expiration Date").  Subject to cancellation and other
limitations as described below, each Cancelable Warrant entitles the
Warrantholder to purchase one share of the common stock no par
value ("Common Stock" or "Shares"), of the Company, at a purchase
price of $4.00 per Share ("Exercise Price"), at any time beginning
August 1, 1995, and until to the Expiration Date, upon surrender of
this Certificate with the exercise form on the reverse side hereof duly
completed and executed, accompanied by payment of the Exercise
Price, to Corporate Stock Transfer, Inc., ("Warrant Agent"), 370 - 17th
Street, Suite 2350, Denver, Colorado 80202.  This Certificate and
exercise of these Cancelable Warrants will be subject to the provisions
of the Warrant Agent Agreement dated _____________, 1995,
("Warrant Agreement"), between the Company and the Warrant Agent,
to which provisions the Warrantholder agrees by acceptance of this
Certificate.  The provisions of the Warrant Agreement and those set
forth on the reverse side of this Certificate are fully incorporated by
reference into this Certificate as if fully set forth herein.

   If all Cancelable Warrants represented by this Certificate shall not
have been duly exercised on or before the Expiration Date, as it may
be extended, the unexercised Cancelable Warrants shall expire and this
Certificate shall become void.  The Expiration Date may be extended
from time to time for an indefinite period, or the Exercise Price may
be reduced, at the discretion of the Company upon giving notice
thereof to the Warrant Agent and giving subsequent notice thereof to
holders of Cancelable Warrants then listed on its books.

   The Warrantholder may exercise all or any of the Cancelable
Warrants in the manner and during the period stated above, but only
for an even number of Shares if less than all are exercised, upon due
presentment of this Certificate to the Warrant Agent.  The Exercise
Price must be paid in lawful money of the United States of America,
in cash or by personal check, bank check or certified check payable to
the order of the Company.  If fewer than all of the above number of
Cancelable Warrants are exercised, the Warrant Agent shall execute
and deliver to the Warrantholder a new Cancelable Class B Warrant
certificate of like tenor evidencing the number of Cancelable Warrants
not exercised.  Should any or all the Cancelable Warrants be assigned,
then upon due presentment of this Certificate by the assignee to the
Warrant Agent accompanied by payment of the sum of $10.00 per
Cancelable Class B Warrant certificate to be issued and of all transfer
taxes and other governmental charges due, if any, the Warrant Agent
shall transfer the Cancelable Warrants assigned on the transfer books
and shall (subject to the Warrant Agreement) execute and deliver to
the assignee a Cancelable Class B Warrant certificate of like tenor
representing the number of Cancelable Warrants assigned, and if less
than all of the Cancelable Warrants are assigned, execute and deliver
to the Warrantholder a Cancelable Class B Warrant certificate of like
tenor representing the number of Cancelable Warrants not assigned.

   The Company may cancel these Cancelable Warrants at any time
upon at least thirty days' prior written notice to holders of Cancelable
Warrants then listed on its books.  This notice shall accelerate the
Expiration Date, which shall become the last day of the cancellation
period, and the Cancelable Warrants may be exercised on or before the
accelerated Expiration Date.  Cancelable Warrants not exercised timely
shall expire and this Certificate shall become void.  The cancellation
prior (and the accelerated Expiration Date) may be extended by the
Company upon two days' written notice to the Warrant Agent and
giving subsequent notice thereof to holders of Cancelable Warrants
then listed on its books.

   The Cancelable Warrants may be exercised, or canceled in
accordance with the immediately proceeding paragraph, only if a
current prospectus is then in effect.  The Cancelable Warrants has
undertaken to use its best efforts to maintain a current prospectus at
any time during which the market bid price for the Common Stock
exceeds the Exercise Price, but is not obligated to do so.

   In addition, should management of a business opportunity that is the
target of a business combination with the Company require, as a
condition to the consummation of the business combination, that the
Cancelable Warrants be canceled, the Cancelable Warrants may be
canceled by the Company under the terms set forth in Section 5(a) of
the Warrant Agreement without prior written notice to the registered
holders of the Cancelable Warrants and without any right on the part
of such holders to exercise the Cancelable Warrants prior to
cancellation.  The Company may cancel the Cancelable Warrants under
these limited circumstances irrespective of whether a current
prospectus is then in effect.  The Company's power to cancel the
Cancelable Warrants in accordance with Section 5(a) of the Warrant
Agreement shall expire upon the Company's consummation of a
business combination.  UNTIL THE CANCELABLE WARRANTS
ARE NO LONGER SUBJECT TO CANCELLATION UNDER
SECTION 5(a) OF THE WARRANT AGREEMENT, THE
CANCELABLE WARRANTS MAY NOT BE TRANSFERRED ON
THE RECORDS OF THE COMPANY.

   These Cancelable Warrants shall not entitle the Warrantholder to
any of the rights of stockholders or to any dividend declared upon the
Common Stock unless the Warrantholder shall have exercised these
Cancelable Warrants and purchased the Shares of Common Stock prior
to the record date fixed by the Board of Directors of the Company for
the determination of holders of Common Stock entitled to such
dividend or other right.  Holders of Cancelable Warrants are protected
against dilution of their interests represented by the underlying shares
of Common Stock upon the occurrence of stock dividends, stock splits
or reclassifications of the Common Stock, as provided in the Warrant
Agreement.

   This Certificate shall not be valid unless countersigned by the
Warrant Agent.

   WITNESS the facsimile seal of the Company and the facsimile
signature of its duly authorized officer.

Dated:______________________________

CHELMSFORD CAPITAL, LTD.

By: Grant W. Peck, President
By:Dean F. Sessions, Secretary

COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17th Street, Suite 2350
Denver, Colorado  80202
By: ___________________________
    Warrant Agent 
    Authorized Signature<PAGE>
CANCELABLE WARRANT SUBSCRIPTION FORM

CHELMSFORD CAPITAL, LTD. 

Date: ____________________, 19____

   The Undersigned hereby elects irrevocably to exercise the within
Cancelable Warrant and to purchase _____________ shares of
Common Stock of the Company called for thereby, and hereby makes
payment of $_____________ (at the rate of $4.00 per share of
Common Stock) payable to Chelmsford Capital, Ltd., in payment of
the Exercise Price pursuant thereto and, if such number of shares shall
not be all of the shares purchasable hereunder, directs that a new
Cancelable Warrant Certificate of like tenor for the balance of the
remaining shares purchasable hereunder be delivered to the
undersigned at the address stated below.  Please issue the shares of
Common Stock as to which this Cancelable Warrant is exercised in
accordance with the instructions given below.

Signature:___

Signature Guaranteed:___

By:___


INSTRUCTIONS FOR REGISTRATION OF STOCK

Name___
(Print in Block Letters)

Address___

ASSIGNMENT
(To be executed by the registered Holder
to effect a transfer of the within Warrant)

FOR VALUE RECEIVED, ______________________________ does
hereby sell, assign and transfer unto ____________________ the right
to purchase _____________ shares of the Common Stock of the
Company evidenced by the within Warrant, and does hereby
irrevocably constitute and appoint _______________________ attorney
to transfer such right on the books of the Company with full power of
substitution in the premises.

Dated:____________________, 19____
Signature:___
Signature Guaranteed:___
By:___

* * * * * * * * * *

NOTICE:The signature to this Assignment must correspond with the
name as written upon the face of the within Warrant in every
particular without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a
trust company or by a firm having membership on a registered
national securities exchange.
<PAGE>
EXHIBIT 27 - Financial Data Schedule