Exhibit 3.4
                                                      -----------

                   AMENDED AND RESTATED BYLAWS

                               OF

       PARK PHARMACY CORPORATION (A COLORADO CORPORATION)

                            ARTICLE I

                        CORPORATE OFFICES

     1.1   REGISTERED  OFFICE.  The  registered  office  of   the
corporation  shall be fixed in the Articles of  Incorporation  of
the corporation.

     1.2  OTHER OFFICES. The board of directors may at  any  time
establish  branch or subordinate offices at any place  or  places
where the corporation is qualified to do business.

                           ARTICLE II

                    MEETINGS OF SHAREHOLDERS

     2.1  PLACE  OF MEETINGS. Meetings of shareholders  shall  be
held  at  any  place  within or outside  the  State  of  Colorado
designated by the board of directors. In the absence of any  such
designation,  shareholders'  meetings  shall  be  held   at   the
registered office of the corporation.

     2.2 ANNUAL MEETING.

          (a)  The  annual meeting of shareholders shall be  held
     each year on a date and at a time designated by the board of
     directors.  At the meeting, directors shall be elected,  and
     any other proper business may be transacted.

          (b) At an annual meeting of the shareholders, only such
     business  shall  be  conducted as shall have  been  properly
     brought before the meeting. To be properly brought before an
     annual  meeting,  business must be:  (A)  specified  in  the
     notice of meeting (or any supplement thereto) given by or at
     the  direction  of  the  board of directors,  (B)  otherwise
     properly  brought before the meeting by or at the  direction
     of the board of directors, or (C) otherwise properly brought
     before  the  meeting by a shareholder. For  business  to  be
     properly  brought before an annual meeting by a shareholder,
     the  shareholder  must have given timely notice  thereof  in
     writing to the secretary of the corporation. To be timely, a
     shareholder's  notice must be delivered  to  or  mailed  and
     received   at  the  principal  executive  offices   of   the
     corporation not less than one hundred twenty (120)  calendar
     days  in  advance of the date specified in the corporation's
     proxy statement released to shareholders in connection  with
     the   previous   year's  annual  meeting  of   shareholders;
     provided, however, that in the event that no annual  meeting
     was  held  in  the previous year or the date of  the  annual
     meeting has been changed by more than thirty (30) days  from
     the  date  contemplated at the time of the  previous  year's
     proxy statement, notice by the shareholder to be timely must
     be  so received not later than the close of business on  the
     later  of one hundred twenty (120) calendar days in  advance
     of  such  annual meeting or ten (10) calendar days following
     the  date  on which public announcement of the date  of  the
     meeting  is  first  made.  A  shareholder's  notice  to  the
     secretary  shall set forth as to each matter the shareholder
     proposes  to  bring before the annual meeting: (i)  a  brief
     description of the business desired to be brought before the
     annual  meeting and the reasons for conducting such business
     at  the annual meeting, (ii) the name and address, as   they
     appear  on  the  corporation's  books,  of  the  shareholder
     proposing  such  business, (iii) the  class  and  number  of
     shares  of the corporation which are beneficially  owned  by
     the   shareholder,  (iv)  any  material  interest   of   the
     shareholder  in such business, and (v) any other information
     that  is required to be provided by the shareholder pursuant
     to Regulation 14A under the Securities Exchange Act of 1934,
     as  amended (the "1934 Act"), in his capacity as a proponent
     to a shareholder proposal. Notwithstanding the foregoing, in
     order  to  include information with respect to a shareholder
     proposal in the proxy statement and

     <PAGE>


     form of proxy for a shareholder's meeting, shareholders must
     provide  notice  as required by the regulations  promulgated
     under the 1934 Act. Notwithstanding anything in these Bylaws
     to  the  contrary,  no business shall be  conducted  at  any
     annual meeting except in accordance with the procedures  set
     forth  in  this  paragraph (b). The chairman of  the  annual
     meeting  shall, if the facts warrant, determine and  declare
     at the meeting that business was not properly brought before
     the  meeting and in accordance with the provisions  of  this
     paragraph (b), and, if he should so determine, he  shall  so
     declare  at the meeting that any such business not  properly
     brought before the meeting shall not be transacted.

          (c)  Only persons who are nominated in accordance  with
     the  procedures  set forth in this paragraph  (c)  shall  be
     eligible  for election as directors. Nominations of  persons
     for  election  to the board of directors of the  corporation
     may  be  made  at a meeting of shareholders  by  or  at  the
     direction of the board of directors or by any shareholder of
     the  corporation  entitled  to  vote  in  the  election   of
     directors  at  the  meeting  who complies  with  the  notice
     procedures   set   forth  in  this   paragraph   (c).   Such
     nominations, other than those made by or at the direction of
     the  board  of directors, shall be made pursuant  to  timely
     notice  in  writing to the secretary of the  corporation  in
     accordance  with  the provisions of paragraph  (b)  of  this
     Section  2.2. Such shareholder's notice shall set forth  (i)
     as  to each person, if any, whom the shareholder proposes to
     nominate for election or re-election as a director: (A)  the
     name,  age, business address and residence address  of  such
     person,  (B) the principal occupation or employment of  such
     person,  (C)  the  class  and  number  of  shares   of   the
     corporation which are beneficially owned by such person, (D)
     a  description of all arrangements or understandings between
     the  shareholder  and each nominee and any other  person  or
     persons  (naming such person or persons) pursuant  to  which
     the  nominations are to be made by the shareholder, and  (E)
     any  other  information  relating to  such  person  that  is
     required  to  be disclosed in solicitations of  proxies  for
     elections  of directors, or is otherwise required,  in  each
     case   pursuant  to  Regulation  14A  under  the  1934   Act
     (including without limitation such person's written  consent
     to  being named in the proxy statement, if any, as a nominee
     and  to  serving as a director if elected); and (ii)  as  to
     such shareholder giving notice, the information required  to
     be  provided pursuant to paragraph (b) of this Section  2.2.
     At  the  request  of  the  board of  directors,  any  person
     nominated by a shareholder for election as a director  shall
     furnish to the secretary of the corporation that information
     required  to  be  set forth in the shareholder's  notice  of
     nomination which pertains to the nominee. No person shall be
     eligible  for  election  as a director  of  the  corporation
     unless nominated in accordance with the procedures set forth
     in this paragraph (c). The chairman of the meeting shall, if
     the  facts  warrants, determine and declare at  the  meeting
     that  a  nomination  was  not made in  accordance  with  the
     procedures prescribed by these Bylaws, and if he  should  so
     determine,  he  shall  so declare at the  meeting,  and  the
     defective nomination shall be disregarded.

          2.3   SPECIAL  MEETING.  A  special  meeting   of   the
     shareholders  may  be called at any time  by  the  board  of
     directors,  the chairman of the board, the chairman  of  the
     executive  committee,  or the chief executive  officer,  but
     such  special meetings may not be called by any other person
     or  persons.  Only such business shall be  considered  at  a
     special meeting of shareholders as shall have been stated in
     the notice for such meeting.

          2.4  ORGANIZATION.  Meetings of shareholders  shall  be
     presided  over by the chairman of the board, if any,  or  in
     his  or  her  absence  by  the  chairman  of  the  executive
     committee,  if any, or in his or her absence  by  the  chief
     executive officer, if any, or in his or her absence  by  the
     president, if any, or in his or her absence by an  executive
     vice  president, if any, or in his her absence by  a  senior
     vice  president, if any, or in his or her absence by a  vice
     president, or in the absence of the foregoing persons  by  a
     chairman  designated by the board of directors,  or  in  the
     absence  of  such designation by a chairman  chosen  at  the
     meeting  by  the  vote  of a majority  in  interest  of  the
     shareholders present in person or represented by  proxy  and
     entitled  to vote thereat. The secretary or in  his  or  her
     absence  an  assistant secretary or in the  absence  of  the
     secretary  and all assistant secretaries a person  whom  the
     chairman of the meeting shall appoint shall act as secretary
     of the meeting and keep a record of the proceedings thereof.

          The  board  of  directors of the corporation  shall  be
     entitled  to make such rules or regulations for the  conduct
     of  meetings  of  shareholders as it shall  deem  necessary,
     appropriate  or  convenient.  Subject  to  such  rules   and
     regulations of the board of directors, if any, the  chairman
     of the meeting shall have the right

     <PAGE>

     and  authority  to  prescribe such  rules,  regulations  and
     procedures  and to do all such acts as, in the  judgment  of
     such chairman, are necessary, appropriate or convenient  for
     the  proper  conduct  of  the  meeting,  including,  without
     limitation, establishing an agenda or order of business  for
     the  meeting, rules and procedures for maintaining order  at
     the meeting and the safety of those present, limitations  on
     participation in such meeting to shareholders of  record  of
     the  corporation  and their duly authorized and  constituted
     proxies,  and  such  other persons  as  the  chairman  shall
     permit, restrictions on entry to the meeting after the  time
     fixed for the commencement thereof, limitations on the  time
     allotted  to  questions  or  comments  by  participants  and
     regulation  of  the opening and closing  of  the  polls  for
     balloting  and matters which are to be voted on  by  ballot.
     Unless  and  to  the  extent  determined  by  the  board  of
     directors  or  the  chairman of  the  meeting,  meetings  of
     shareholders shall not be required to be held in  accordance
     with rules of parliamentary procedure.

          2.5  NOTICE  OF SHAREHOLDERS' MEETINGS. All notices  of
     meetings of shareholders shall be sent or otherwise given in
     accordance  with Section 2.6 of these Bylaws not  less  than
     ten  (10) nor more than sixty (60) days before the  date  of
     the  meeting. The notice shall specify the place, date,  and
     hour  of  the  meeting  and (i) in the  case  of  a  special
     meeting, the general nature of the business to be transacted
     (no business other than that specified in the notice may  be
     transacted) or (ii) in the case of the annual meeting, those
     matters which the board of directors, at the time of  giving
     the   notice,   intends  to  present  for  action   by   the
     shareholders (but any proper matter may be presented at  the
     meeting for such action). The notice of any meeting at which
     directors  are to be elected shall include the name  of  any
     nominee  or  nominees who, at the time of  the  notice,  the
     board intends to present for election.

          2.6  MANNER  OF  GIVING  NOTICE; AFFIDAVIT  OF  NOTICE.
     Notice  of any meeting of shareholders shall be given either
     personally   or  by  mail,  telecopy,  telegram   or   other
     electronic   or  wireless  means.  Notices  not   personally
     delivered  shall  be  sent  charges  prepaid  and  shall  be
     addressed  to  the  shareholder  at  the  address  of   that
     shareholder  appearing on the books of  the  corporation  or
     given  by the shareholder to the corporation for the purpose
     of  notice. Notice shall be deemed to have been given at the
     time  when delivered personally or deposited in the mail  or
     sent  by  telecopy, telegram or other electronic or wireless
     means.

          An  affidavit of the mailing or other means  of  giving
     any  notice  of any shareholders' meeting, executed  by  the
     secretary, assistant secretary or any transfer agent of  the
     corporation giving the notice, shall be prima facie evidence
     of the giving of such notice or report.

          2.7  QUORUM. The holders of a majority in voting  power
     of  the  stock issued and outstanding and entitled  to  vote
     thereat,  present in person or represented by  proxy,  shall
     constitute a quorum at all meetings of the shareholders  for
     the transaction of business except as otherwise provided  by
     statute  or  by the Articles of Incorporation. If,  however,
     such quorum is not present or represented at any meeting  of
     the  shareholders,  then  either (i)  the  chairman  of  the
     meeting  or (ii) the shareholders by the vote of the holders
     of a majority of the stock, present in person or represented
     by  proxy  shall  have  power  to  adjourn  the  meeting  in
     accordance with Section 2.8 of these Bylaws.

          When  a  quorum is present at any meeting, the vote  of
     the  holders of a majority of the stock having voting  power
     present  in person or represented by proxy shall decide  any
     question brought before such meeting, unless the question is
     one  upon  which, by express provision of the  laws  of  the
     State  of  Colorado or of the Articles of  Incorporation  or
     these  Bylaws,  a  vote of a greater  number  or  voting  by
     classes  is  required, in which case such express  provision
     shall govern and control the decision of the question.

          If  a quorum be initially present, the shareholders may
     continue    to    transact   business   until   adjournment,
     notwithstanding  the  withdrawal of enough  shareholders  to
     leave less than a quorum, if any action taken is approved by
     a  majority  of the shareholders initially constituting  the
     quorum.

          2.8   ADJOURNED   MEETING;  NOTICE.  Any  shareholders'
     meeting,  annual  or special, whether or  not  a  quorum  is
     present, may be adjourned from time to time by the  vote  of
     the majority of the voting

     <PAGE>


     power  of the shares represented at that meeting, either  in
     person  or  by proxy. In the absence of a quorum,  no  other
     business  may  be  transacted  at  that  meeting  except  as
     provided in Section 2.7 of these Bylaws. When any meeting of
     shareholders,  either  annual or special,  is  adjourned  to
     another  time  or  place, notice need not be  given  of  the
     adjourned meeting if the time and place are announced at the
     meeting at which the adjournment is taken. However, if a new
     record  date for the adjourned meeting is fixed  or  if  the
     adjournment is for more than thirty (30) days from the  date
     set  for  the original meeting, then notice of the adjourned
     meeting shall be given. Notice of any such adjourned meeting
     shall  be  given to each shareholder of record  entitled  to
     vote  at  the  adjourned  meeting  in  accordance  with  the
     provisions of Sections 2.5 and 2.6 of these Bylaws.  At  any
     adjourned meeting the corporation may transact any  business
     which might have been transacted at the original meeting.

          2.9  VOTING. The shareholders entitled to vote  at  any
     meeting  of  shareholders shall be determined in  accordance
     with the provisions of Section 2.12 of these Bylaws, subject
     to  the provisions of the Colorado Business Corporation  Act
     (relating  to  voting  rights of fiduciaries,  pledgors  and
     joint   owners,  and  to  voting  trusts  and  other  voting
     agreements).

          Except as may be otherwise provided in the Articles  of
     Incorporation,  by  these Bylaws or required  by  law,  each
     shareholder shall be entitled to one vote for each share  of
     capital  stock held by such shareholder.  Except as  may  be
     otherwise  provided  in the Articles  of  Incorporation,  no
     shareholder shall be entitled to cumulate such shareholder's
     votes, and cumulative voting is prohibited.

          Any shareholder entitled to vote on any matter may vote
     part of the shares in favor of the proposal and refrain from
     voting  the remaining shares or, except when the  matter  is
     the  election  of  directors,  may  vote  them  against  the
     proposal; but if the shareholder fails to specify the number
     of  shares which the shareholder is voting affirmatively, it
     will   be   conclusively  presumed  that  the  shareholder's
     approving  vote  is  with respect to all  shares  which  the
     shareholder is entitled to vote.

             2.10  VALIDATION  OF  MEETINGS;  WAIVER  OF  NOTICE;
     CONSENT.  The  transactions of any meeting of  shareholders,
     either  annual or special, however called and  noticed,  and
     wherever  held, shall be as valid as though  they  had  been
     taken  at a meeting duly held after regular call and notice,
     if  a  quorum  be  present either in  person  or  by  proxy.
     Attendance by a person at a meeting shall also constitute  a
     waiver  of  notice of and presence at that  meeting,  except
     when  the person objects at the beginning of the meeting  to
     the  transaction of any business because  the meeting is not
     lawfully called or convened. Attendance at a meeting is  not
     a  waiver  of  any  right to object to the consideration  of
     matters required by law to be included in the notice of  the
     meeting  but not so included, if that objection is expressly
     made at the meeting.

          2.11  ACTION BY WRITTEN CONSENT. Subject to the  rights
     of  the  holders  of the shares of any series  of  Preferred
     Stock or any other class of stock or series thereof having a
     preference  over  the  Common  Stock  as  dividend  or  upon
     liquidation, any action required or permitted to be taken by
     the  shareholders of the corporation must be effected  at  a
     duly called annual or special meeting of shareholders of the
     corporation  and  may  not be effected  by  any  consent  in
     writing by such shareholders.

          2.12 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING
     CONSENTS.  For  purposes  of  determining  the  shareholders
     entitled  to  notice of any meeting or to vote thereat,  the
     board of directors may fix, in advance, a record date, which
     shall  not  be more than sixty (60) days nor less  than  ten
     (10)  days before the date of any such meeting, and in  such
     event  only shareholders of record on the date so fixed  are
     entitled to notice and to vote, notwithstanding any transfer
     of  any  shares  on the books of the corporation  after  the
     record date, except as otherwise provided in the Articles of
     Incorporation,   by  these  Bylaws,  by  agreement   or   by
     applicable law.

          If  the  board  of directors does not so fix  a  record
     date,  the record date for determining shareholders entitled
     to  notice of or to vote at a meeting of shareholders  shall
     be  at  the  close  of  business on the  business  day  next
     preceding the day on which notice is given, or, if notice is
     waived,  at the close of business on the business  day  next
     preceding the day on which the meeting is held.

     <PAGE>

          A  determination of shareholders of record entitled  to
     notice  of  or  to  vote at a meeting of shareholders  shall
     apply to any adjournment of the meeting unless the board  of
     directors fixes a new record date for the adjourned meeting,
     but  the  board of directors shall fix a new record date  if
     the meeting is adjourned for more than thirty (30) days from
     the date set for the original meeting.

          The  record  date  for any other purpose  shall  be  as
     provided in Section 8.1 of these Bylaws.

          2.13  PROXIES.  Every  person  entitled  to  vote   for
     directors, or on any other matter, shall have the  right  to
     do  so  either in person or by one or more agents authorized
     by  a written proxy, which may be in the form of a telegram,
     cablegram, or other means of electronic transmission, signed
     by   the  person  and  filed  with  the  secretary  of   the
     corporation, but no such proxy shall be voted or acted  upon
     after  three  (3)  years  from its date,  unless  the  proxy
     provides for a longer period.

          A  proxy  shall  be deemed signed if the  shareholder's
     name  is  placed on the proxy (whether by manual  signature,
     typewriting, telegraphic transmission or otherwise)  by  the
     shareholder  or the shareholder's attorney-in-fact.  A  duly
     executed proxy shall be irrevocable if it states that it  is
     irrevocable and if, and only as long as, it is coupled  with
     an  interest  sufficient  in law to support  an  irrevocable
     power.  A  shareholder may revoke any  proxy  which  is  not
     irrevocable by attending the meeting and voting in person or
     by  filing an instrument in writing revoking the proxy or by
     filing another duly executed proxy bearing a later date with
     the secretary of the corporation.

          A  proxy  is not revoked by the death or incapacity  of
     the maker unless, before the vote is counted, written notice
     of such death or incapacity is received by the corporation.

          2.14  INSPECTORS  OF ELECTION. Before  any  meeting  of
     shareholders,  the  board  of  directors  shall  appoint  an
     inspector or inspectors of election to act at the meeting or
     its  adjournment. The number of inspectors shall  be  either
     one  (1)  or three (3). If any person appointed as inspector
     fails  to  appear  or  fails or refuses  to  act,  then  the
     chairman  of  the meeting may, and upon the request  of  any
     shareholder or a shareholder's proxy shall, appoint a person
     to fill that vacancy.

          Such inspectors shall:

                    (a)    determine   the   number   of   shares
               outstanding  and  the voting power  of  each,  the
               number  of shares represented at the meeting,  the
               existence  of  a  quorum,  and  the  authenticity,
               validity, and effect of proxies;

                    (b) receive votes, ballots or consents;

                    (c)  hear  and  determine all challenges  and
               questions  in  any way arising in connection  with
               the right to vote;

                    (d) count and tabulate all votes or consents;

                    (e) determine when the polls shall close;

                    (f) determine the result; and

                    (g)  do any other acts that may be proper  to
               conduct the election or vote with fairness to  all
               shareholders.

          The  inspectors of election shall perform their  duties
     impartially, in good faith, to the best of their ability and
     as  expeditiously as is practical. If there  are  three  (3)
     inspectors of election, the decision, act or

     <PAGE>

     certificate  of a majority is effective in all  respects  as
     the  decision,  act  or certificate of all.  Any  report  or
     certificate  made  by the inspectors of  election  is  prima
     facie evidence of the facts stated therein.

                           ARTICLE III

                            DIRECTORS

          3.1  POWERS. Subject to the provisions of the  Colorado
     Business  Corporation  Act and to  any  limitations  in  the
     Articles of Incorporation or these Bylaws relating to action
     required  to  be  approved by the  shareholders  or  by  the
     outstanding  shares,  the  business  and  affairs   of   the
     corporation shall be managed and all corporate powers  shall
     be  exercised  by  or under the direction of  the  board  of
     directors.

          3.2 NUMBER AND TERM OF OFFICE. The authorized number of
     directors  shall be as fixed from time to time by the  board
     of  directors; but in no event shall be less than three (3).
     No  reduction  of  the authorized number of directors  shall
     have  the  effect  of  removing  any  director  before  that
     director's term of office expires.

          3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Except as
     provided in Section 3.4 of these Bylaws, directors shall  be
     elected  at  each  annual meeting of  shareholders  to  hold
     office   until  the  next  annual  meeting.  Each  director,
     including a director elected or appointed to fill a vacancy,
     shall hold office until the expiration of the term for which
     elected   and  until  a  successor  has  been  elected   and
     qualified.   Directors  need not be shareholders  unless  so
     required  by  the  Articles  of Incorporation  or  by  these
     Bylaws;  wherein other qualifications for directors  may  be
     prescribed.

          3.4  RESIGNATION AND VACANCIES. Any director may resign
     effective  on giving written notice to the chairman  of  the
     board,  the  president,  the  secretary  or  the  board   of
     directors, unless the notice specifies a later time for that
     resignation  to  become effective. If the resignation  of  a
     director  is  effective  at  a future  time,  the  board  of
     directors  may  elect a successor to take  office  when  the
     resignation becomes effective.

          Unless   otherwise   provided  in   the   Articles   of
     Incorporation or by these Bylaws, vacancies in the board  of
     directors  may  be  filled by a majority  of  the  remaining
     directors,  even  if  less than  a  quorum,  or  by  a  sole
     remaining  director;  however,  a  vacancy  created  by  the
     removal of a director by the vote of the shareholders or  by
     court order may be filled only by the affirmative vote of  a
     majority  of  the  voting  power of shares  represented  and
     voting  at a duly held meeting at which a quorum is  present
     (which   shares  voting  affirmatively  also  constitute   a
     majority  of the required quorum). Each director so  elected
     shall  hold  office  until the next annual  meeting  of  the
     shareholders  and  until a successor has  been  elected  and
     qualified.

          Unless   otherwise   provided   in   the   Articles   of
     Incorporation  or  these  Bylaws:  (i)  Vacancies  and  newly
     created  directorships resulting from  any  increase  in  the
     authorized  number  of  directors  elected  by  all  of   the
     shareholders having the right to vote as a single  class  may
     be  filled  by  a majority of the directors then  in  office,
     although less than a quorum, or by a sole remaining director.
     (ii) Whenever the holders of any class or classes of stock or
     series thereof are entitled to elect one or more directors by
     the  provisions  of the Articles of Incorporation,  vacancies
     and  newly created directorships of such class or classes  or
     series  may be filled by a majority of the directors  elected
     by such class or classes or series thereof then in office, or
     by  a sole remaining director so elected. If at any time,  by
     reason   of   death  or  resignation  or  other  cause,   the
     corporation  should  have no directors in  office,  then  any
     officer  or  any  shareholder or an executor,  administrator,
     trustee  or  guardian of a shareholder,  or  other  fiduciary
     entrusted  with like responsibility for the person or  estate
     of  a shareholder, may call a special meeting of shareholders
     in   accordance  with  the  provisions  of  the  Articles  of
     Incorporation or these Bylaws.

            3.5  REMOVAL. Unless otherwise restricted by statute,
     by  the  Articles of Incorporation or by these  Bylaws,  any
     director  or  the entire board of directors may be  removed,
     with  or without cause, by the holders of a majority of  the
     shares then entitled to vote at an election of directors.

     <PAGE>

          3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE.  Regular
     meetings of the board of directors may be held at any  place
     within  or  outside  the  State of Colorado  that  has  been
     designated from time to time by resolution of the  board  of
     directors.  In  the  absence of such a designation,  regular
     meetings shall be held at the principal executive office  of
     the  corporation. Special meetings of the board of directors
     may  be  held  at any place within or outside the  State  of
     Colorado  that  has  been designated in the  notice  of  the
     meeting  or, if not stated in the notice or if there  is  no
     notice,   at   the  principal  executive   office   of   the
     corporation.

          Any  meeting,  regular  or  special,  may  be  held  by
     conference telephone or similar communication equipment,  so
     long  as all directors participating in the meeting can hear
     one  another; and all such directors shall be deemed  to  be
     present in person at the meeting.

          3.7 REGULAR MEETINGS. Regular meetings of the board  of
     directors  may be held without notice if the times  of  such
     meetings are fixed by the board of directors.

          3.8  SPECIAL MEETINGS; NOTICE. Special meetings of  the
     board of directors for any purpose or purposes may be called
     at  any  time  by  the  chairman of  the  board,  the  chief
     executive  officer,  the  president,  the  chairman  of  the
     executive committee, any vice president or the secretary  or
     by any two (2) or more of the directors.

          Notice of the time and place of special meetings  shall
     be  delivered personally or by telephone to each director or
     sent  by  mail,  telecopy, telegram or other  electronic  or
     wireless  means, charges prepaid, addressed to each director
     at  that director's address as it is shown on the records of
     the   corporation  or  if  the  address   is   not   readily
     ascertainable, notice shall be addressed to the director  at
     the  city  or  place in which the meetings of directors  are
     regularly  held.  If  the  notice is  mailed,  it  shall  be
     deposited in the United States mail at least four  (4)  days
     before the time of the holding of the meeting. If the notice
     is  delivered personally or by telephone, telecopy, telegram
     or other electronic or wireless means, it shall be delivered
     personally  or by telephone or other electronic or  wireless
     means or to the telegraph company at least twenty-four  (24)
     hours  before  the time of the holding of the  meeting.  Any
     oral  notice  given  personally  or  by  telephone  may   be
     communicated  either to the director or to a person  at  the
     office of the director who the person giving the notice  has
     reason  to  believe  will promptly  communicate  it  to  the
     director.  If  the  meeting is to be held at  the  principal
     executive  office of the corporation, the  notice  need  not
     specify  the  place of the meeting. Moreover,  a  notice  of
     special  meeting need not state the purpose of such meeting,
     and,  unless  indicated in the notice thereof, any  and  all
     business may be transacted at a special meeting.

          3.9  QUORUM.  A  majority of the authorized  number  of
     directors  shall constitute a quorum for the transaction  of
     business, except to fill vacancies in the board of directors
     as  provided  in Section 3.4 and to adjourn as  provided  in
     Section 3.11 of these Bylaws. Every act or decision done  or
     made  by a majority of the directors present at a duly  held
     meeting  at  which a quorum is present shall be regarded  as
     the act of the board of directors, subject to the provisions
     of the Articles of Incorporation and applicable law.

          A  meeting  at which a quorum is initially present  may
     continue to transact business notwithstanding the withdrawal
     of directors, if any action taken is approved by at least  a
     majority of the required quorum for that meeting.

          3.10 WAIVER OF NOTICE. Notice of a meeting need not  be
     given to any director (i) who signs a waiver of notice or  a
     consent to holding the meeting or an approval of the minutes
     thereof,  whether before or after the meeting, or  (ii)  who
     attends the meeting without protesting, prior thereto or  at
     its  commencement, the lack of notice to such directors. The
     transactions of any meeting of the board, however called and
     noticed  or wherever held, are as valid as though had  at  a
     meeting duly held after regular call and notice if a  quorum
     is present and if,  either before or after the meeting, each
     of  the  directors  not present signs a  written  waiver  of
     notice.  All such waivers shall be filed with the  corporate
     records or made part of the

     <PAGE>


     minutes  of the meeting. A waiver of notice need not specify
     the  purpose of any regular or special meeting of the  board
     of directors.

          3.11  ADJOURNMENT. A majority of the directors present,
     whether  or  not  constituting a  quorum,  may  adjourn  any
     meeting to another time and place.

          3.12 NOTICE OF ADJOURNMENT. Notice of the time and place
     of  holding  an  adjourned  meeting  need  not  be  given  if
     announced  unless  the  meeting is adjourned  for  more  than
     twenty-four (24) hours. If the meeting is adjourned for  more
     than  twenty-four (24) hours, then notice  of  the  time  and
     place  of  the  adjourned meeting shall be given  before  the
     adjourned  meeting  takes place, in the manner  specified  in
     Section  3.8 of these Bylaws, to the directors who  were  not
     present at the time of the adjournment.

          3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
     Any action required or permitted to be taken by the board of
     directors may be taken without a meeting, provided that  all
     members   of   the   board  of  directors  individually   or
     collectively consent in writing to that action. Such  action
     by written consent shall have the same force and effect as a
     unanimous  vote  of  the  board of directors.  Such  written
     consent and any counterparts thereof shall be filed with the
     minutes of the proceedings of the board.

          3.14  ORGANIZATION. Meetings of the board of  directors
     shall be presided over by the chairman of the board, if any,
     or  in  his  or her absence by the chairman of the executive
     committee,  if  any,  or  in  his  or  her  absence  by  the
     president, if any, or in his or her absence by the executive
     vice  president.  In the absence of all  such  directors,  a
     president  pro  tem chosen by a majority  of  the  directors
     present  shall  preside at the meeting. The secretary  shall
     act  as  secretary of the meeting, but in his or her absence
     the chairman of the meeting may appoint any person to act as
     secretary of the meeting.

          3.15 FEES AND COMPENSATION OF DIRECTORS. Directors  and
     members of committees may receive such compensation, if any,
     for their services and such reimbursement of expenses as may
     be  fixed  or  determined  by resolution  of  the  board  of
     directors.  This  Section 3.15 shall  not  be  construed  to
     preclude  any director from serving the corporation  in  any
     other  capacity as an officer, agent, employee or  otherwise
     and receiving compensation for those services.

                           ARTICLE IV

                           COMMITTEES

          4.1 COMMITTEES OF DIRECTORS. The board of directors may
     designate  one  (1)  or more committees  comprise  of  board
     and/or  non-board members to serve at the  pleasure  of  the
     board of directors. The board of directors may designate one
     (1)  or  more persons as alternate members of any committee,
     who  may  replace any absent member at any  meeting  of  the
     committee.  Any  committee, to the extent  provided  in  the
     resolution of the board, shall have all the authority of the
     board,  but  no  such  committee shall  have  the  power  or
     authority  to  (i)  approve or adopt  or  recommend  to  the
     shareholders any action or matter that requires the approval
     of the shareholders or (ii) adopt, amend or repeal any Bylaw
     of the corporation.

          4.2  MEETINGS  AND ACTION OF COMMITTEES.  Meetings  and
     actions  of  committees shall be governed by, and  held  and
     taken  in accordance with, the provisions of Article III  of
     these  Bylaws, Section 3.6 (place of meetings), Section  3.7
     (regular  meetings),  Section  3.8  (special  meetings   and
     notice),  Section  3.9  (quorum), Section  3.10  (waiver  of
     notice), Section 3.11 (adjournment), Section 3.12 (notice of
     adjournment),  and  Section 3.13 (action  without  meeting),
     with  such  changes in the context of those  Bylaws  as  are
     necessary  to substitute the committee  and its members  for
     the  board of directors and its members; provided,  however,
     that  the  time  of  regular meetings of committees  may  be
     determined either by resolution of the board of directors or
     by  resolution  of the committee, that special  meetings  of
     committees may also be called by resolution of the board  of
     directors, and that notice of special meetings of committees
     shall also be given to all alternate members, who shall have
     the right to attend all meetings of the committee.

     <PAGE>

     The board of directors may adopt rules for the government of
     any  committee not inconsistent with the provisions of these
     Bylaws.

          4.3 EXECUTIVE COMMITTEE. In the event that the board of
     directors  appoints an executive committee,  such  executive
     committee, in all cases in which specific directions to  the
     contrary  shall  not  have  been  given  by  the  board   of
     directors, shall have and may exercise, during the intervals
     between  the  meetings of the board of  directors,  all  the
     powers  and  authority  of the board  of  directors  in  the
     management  of  the business and affairs of the  corporation
     (except as provided in Section 4.1 hereof) in such manner as
     the  executive committee may deem in the best  interests  of
     the corporation.

                            ARTICLE V

                            OFFICERS

          5.1  OFFICERS.  The officers of this corporation  shall
     consist of a chief executive officer, president, one or more
     vice  presidents, a secretary and a chief financial  officer
     who shall be chosen by the Board of Directors and such other
     officers,  including but not limited to a  chairman  of  the
     board, a chairman of the executive committee and a treasurer
     as the board of directors shall deem expedient, who shall be
     chosen in such manner and hold their offices for such  terms
     as  the board of directors may prescribe. Any two or more of
     such  offices may be held by the same person. The  board  of
     directors  may  designate  one or more  vice  presidents  as
     executive vice presidents or senior vice presidents.  Either
     the  chairman  of the board, the chairman of  the  executive
     committee, or the chief executive officer, as the  board  of
     directors  may  designate from time to time,  shall  be  the
     chief  executive officer of the corporation.  The  board  of
     directors  may from time to time designate the president  or
     any  executive vice president as the chief operating officer
     of   the  corporation.  Any  vice  president,  treasurer  or
     assistant treasurer, or assistant secretary respectively may
     exercise  any  of  the  powers of the president,  the  chief
     financial  officer,  or  the  secretary,  respectively,   as
     directed  by  the board of directors and shall perform  such
     other  duties as are imposed upon such officer by the Bylaws
     or the board of directors.

          5.2  ELECTION  OF  OFFICERS. In  addition  to  officers
     elected  by  the  board  of  directors  in  accordance  with
     Sections 5.1 and 5.3, the corporation may have one  or  more
     appointed  vice  presidents. Such  vice  presidents  may  be
     appointed by the chairman of the board or the president  and
     shall have such duties as may be established by the chairman
     or  president.  Vice presidents appointed pursuant  to  this
     Section 5.2 may be removed in accordance with Section 5.4.

          5.3  TERMS  OF  OFFICE AND COMPENSATION.  The  term  of
     office  and  salary of each of said officers and the  manner
     and  time of the payment of such salaries shall be fixed and
     determined  by the board of directors and may be altered  by
     said board from time to time at its pleasure, subject to the
     rights,  if  any,  of said officers under  any  contract  of
     employment.

          5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any
     officer of the corporation may be removed at the pleasure of
     the  board  of  directors  at any  meeting  or  by  vote  of
     shareholders  entitled to exercise the  majority  of  voting
     power  of  the corporation at any meeting or at the pleasure
     of any officer who may be granted such power by a resolution
     of  the  board of directors. Any officer may resign  at  any
     time   upon  written  notice  to  the  corporation   without
     prejudice  to  the rights, if any, of the corporation  under
     any contract to which the officer is a party. If any vacancy
     occurs  in  any  office  of the corporation,  the  board  of
     directors  may elect a successor to fill such  vacancy   for
     the remainder of the unexpired term and until a successor is
     duly chosen and qualified.

          5.5  CHAIRMAN OF THE BOARD. The chairman of the  board,
     if  such  an  officer  be  elected, shall  provide  advisory
     services  to  the  chief  executive  officer  when  and   as
     requested by the chief executive officer; shall, if present,
     preside   at   meetings  of  the  board  of  directors   and
     shareholders; may call meeting of the shareholders and  also
     of  the  board  of  directors to be  held,  subject  to  the
     limitations  prescribed by law or by these Bylaws,  at  such
     times  and  at such places as the chairman may deem  proper;
     and shall exercise and

     <PAGE>


     perform  such  other  duties as may from  time  to  time  be
     requested  by the board of directors.  The chairman  of  the
     board shall report to the board of directors.

          5.6 CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of
     the executive committee, if there be one, shall have the
     power to call meetings of the shareholders and also of the
     board of directors to be held subject to the limitations
     prescribed by law or by these Bylaws, at such times and at
     such places as the chairman of the executive committee shall
     deem proper. The chairman of the executive committee shall
     have such other powers and be subject to such other duties
     as the board of directors may from time to time prescribe.

          5.7 CHIEF EXECUTIVE OFFICER.  The powers and duties  of
     the  chief  executive officer are: (a) To have  and  provide
     general   supervision,  direction   and   control   of   the
     corporation's  business  and  its  officers.  (b)  To   call
     meetings  of the board of directors to be held,  subject  to
     the  limitations  prescribed by law or by these  Bylaws,  at
     such  times  and at such places as the president shall  deem
     proper. (c) To affix the signature of the corporation to all
     deeds,  conveyances, mortgages, leases, obligations,  bonds,
     certificates  and  other papers and instruments  in  writing
     which  have  been  authorized by the board of  directors  or
     which,  in the judgment of the president, should be executed
     on  behalf of the corporation, and to sign certificates  for
     shares  of stock of the corporation. (d) To have such  other
     powers and be subjected to such other duties as the board of
     directors may from time to time prescribe.

          5.8 PRESIDENT.  If no chief executive officer shall  be
     elected,  the president shall have the powers and duties  of
     the chief executive officer as set forth in Section 5.7.  In
     the absence of the chief executive officer, if one shall  be
     elected, the President shall preside at all meetings of  the
     shareholders and directors, and the president shall have the
     general  and  active  management  of  the  business  of  the
     Corporation  and shall see that all orders of the  board  of
     directors  are  carried  into effect.     In  addition,  the
     president  shall perform whatever duties and shall  exercise
     whatever powers given to him by the board of directors.

          5.9 VICE PRESIDENTS. In case of the absence, disability
     or  death  of the president, the elected vice president,  or
     one  of the elected vice presidents, shall exercise all  the
     powers and perform all the duties of the president. If there
     is  more than one elected vice president, the order in which
     the  elected vice presidents shall succeed to the powers and
     duties  of the president shall be as fixed by the  board  of
     directors.  The  elected  vice  president  or  elected  vice
     presidents  shall  have such other powers and  perform  such
     other  duties as may be granted or prescribed by the   board
     of  directors. Vice presidents appointed pursuant to Section
     5.2 shall have such powers and duties as may be fixed by the
     chairman  or  president,  except that  such  appointed  vice
     presidents  may not exercise the powers and  duties  of  the
     president.

          5.10 SECRETARY. The powers and duties of the secretary
     are:

               (a)  To  keep  a book of minutes at the  principal
          office  of the corporation, or such other place as  the
          board  of directors may order, of all meetings  of  its
          directors and shareholders with the time and  place  of
          holding,  whether regular or special, and, if  special,
          how authorized, the notice thereof given, the names  of
          those  present  at directors' meetings, the  number  of
          shares present or represented at shareholders' meetings
          and the proceedings thereof.

                (b) To keep the seal of the corporation and affix
          the same to all instruments which may require it.

               (c)  To  keep or cause to be kept at the principal
          office  of  the  corporation, or at the office  of  the
          transfer   agent  or  agents,  a  share  register,   or
          duplicate  share registers, showing the  names  of  the
          shareholders  and their addresses, the  number  of  and
          classes   of  shares,  and  the  number  and  date   of
          cancellation  of  every  certificate  surrendered   for
          cancellation.

     <PAGE>


               (d) To keep a supply of certificates for shares of
          the  corporation,  to fill in all certificates  issued,
          and  to  make  a  proper record of each such  issuance;
          provided,  that so long as the corporation  shall  have
          one  or  more duly appointed and acting transfer agents
          of the shares, or any class or series of shares, of the
          corporation,  such duties with respect to  such  shares
          shall  be  performed by such transfer agent or transfer
          agents.

               (e)  To  transfer  upon the  share  books  of  the
          corporation  any  and  all shares of  the  corporation;
          provided,  that so long as the corporation  shall  have
          one  or  more duly appointed and acting transfer agents
          of the shares, or any class or series of shares, of the
          corporation,  such duties with respect to  such  shares
          shall  be  performed by such transfer agent or transfer
          agents,  and the method of transfer of each certificate
          shall  be subject to the reasonable regulations of  the
          transfer  agent to which the certificate  is  presented
          for transfer, and also, if the corporation then has one
          or  more duly appointed and acting registrars,  to  the
          reasonable  regulations of the registrar to  which  the
          new  certificate  is  presented for  registration;  and
          provided,  further that no certificate  for  shares  of
          stock  shall  be issued or delivered or, if  issued  or
          delivered, shall have any validity whatsoever until and
          unless  it  has  been  signed or authenticated  in  the
          manner provided in Section 8.5 hereof.

               (f) To make service and publication of all notices
          that may be necessary or proper, and without command or
          direction   from  anyone.  In  case  of  the   absence,
          disability,  refusal, or neglect of  the  secretary  to
          make  service or publication of any notices, then  such
          notices may be served and/or published by the president
          or  a  vice  president,  or  by  any  person  thereunto
          authorized  by  either  of them  or  by  the  board  of
          directors  or  by  the holders of  a  majority  of  the
          outstanding shares of the corporation.

               (g) Generally to do and perform all such duties as
          pertain  to  the  office of secretary  and  as  may  be
          required by the board of directors.

          5.11 CHIEF FINANCIAL OFFICER. The powers and duties  of
          the chief financial officer are:

               (a)   To  supervise  the  corporate-wide  treasury
          functions and financial reporting to external bodies.

               (b)  To have the custody of all funds, securities,
          evidence  of indebtedness and other valuable  documents
          of   the   corporation  and,  at  the  chief  financial
          officer's discretion, to cause any or all thereof to be
          deposited  for  account  of  the  corporation  at  such
          depositary  as may be designated from time to  time  by
          the board of directors.

               (c)  To  receive or cause to be received,  and  to
          give  or  cause to be given, receipts and  acquittances
          for monies paid in for the account of the corporation.

               (d)  To  disburse, or cause to be  disbursed,  all
          funds  of  the  corporation as may be directed  by  the
          board  of  directors, taking proper vouchers  for  such
          disbursements.

               (e) To render to the president and to the board of
          directors, whenever they may require, accounts  of  all
          transactions  and  of the financial  condition  of  the
          corporation.

               (f) Generally to do and perform all such duties as
          pertain to the office of chief financial officer and as
          may be required by the board of directors.

                           ARTICLE VI

      INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
                          OTHER AGENTS
     <PAGE>

          6.1  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.  The
     corporation  shall, to the maximum extent and in  the  manner
     permitted by the Colorado Business Corporation Act, indemnify
     each   of   its  directors  and  officers  against   expenses
     (including  attorneys' fees), judgments,  fines,  settlements
     and  other  amounts  actually  and  reasonably  incurred   in
     connection with any proceeding, arising by reason of the fact
     that  such  person  is  or was an agent of  the  corporation;
     provided, however, that the corporation may modify the extent
     of  such  indemnification by individual  contracts  with  its
     directors and executive officers and, provided, further, that
     the  corporation  shall  not  be required  to  indemnify  any
     director  or  officer in connection with any  proceeding  (or
     part  thereof)  initiated  by such  person  unless  (i)  such
     indemnification is expressly required to be made by law, (ii)
     the  proceeding  was authorized in advance by  the  board  of
     directors  of the corporation, (iii) such indemnification  is
     provided by the corporation, in its sole discretion, pursuant
     to  the  powers vested in the corporation under the  Colorado
     Business  Corporation  Act or (iv)  such  indemnification  is
     required  to be made pursuant to an individual contract.  For
     purposes  of  this Section 6.1, a "director" or "officer"  of
     the  corporation  includes any person (i) who  is  or  was  a
     director  or officer of the corporation, (ii) who is  or  was
     serving  at  the request of the corporation as a director  or
     officer  of another corporation, partnership, joint  venture,
     trust  or  other enterprise, or (iii) who was a  director  or
     officer  of a corporation which was a predecessor corporation
     of the corporation or of another enterprise at the request of
     such predecessor corporation.

          6.2  INDEMNIFICATION OF OTHERS. The  corporation  shall
     have  the  power, to the maximum extent and  in  the  manner
     permitted  by  the  Colorado Business  Corporation  Act,  to
     indemnify  each  of  its employees and  agents  (other  than
     directors   and   officers)  against   expenses   (including
     attorneys'  fees), judgments, fines, settlements  and  other
     amounts actually and reasonably incurred in connection  with
     any  proceeding,  arising by reason of the  fact  that  such
     person  is or was an agent of the corporation. For  purposes
     of  this  Section  6.2,  an "employee"  or  "agent"  of  the
     corporation (other than a director or officer) includes  any
     person  (i)  who  is  or was an employee  or  agent  of  the
     corporation,  (ii) who is or was serving at the  request  of
     the   corporation  as  an  employee  or  agent  of   another
     corporation,  partnership, joint  venture,  trust  or  other
     enterprise,  or  (iii) who was an employee  or  agent  of  a
     corporation  which  was  a predecessor  corporation  of  the
     corporation or of another enterprise at the request of  such
     predecessor corporation.

          6.3   INSURANCE.  The  corporation  may  purchase   and
     maintain insurance on behalf of any person who is or  was  a
     director, officer, employee or agent of the corporation,  or
     is  or  was serving at the request of the corporation  as  a
     director,   officer,   employee   or   agent   of    another
     corporation,  partnership, joint  venture,  trust  or  other
     enterprise against any liability asserted against him or her
     and  incurred by him or her in any such capacity, or arising
     out  of  his  or  her  status as such, whether  or  not  the
     corporation  would have the power to indemnify  him  or  her
     against  such liability under the provisions of the Colorado
     Business Corporation Act.

          6.4  EXPENSES.  The corporation shall  advance  to  any
     person  who was or is a party or is threatened to be made  a
     party  to any threatened, pending or completed action,  suit
     or  proceeding,  whether civil, criminal, administrative  or
     investigative, by reason of the fact that he or  she  is  or
     was  a director or officer of the corporation, or is or  was
     serving  at the request of the corporation as a director  or
     officer  of another corporation, partnership, joint venture,
     trust or other enterprise, prior to the final disposition of
     the  proceeding,  promptly following request  therefor,  all
     expenses  incurred by any director or officer in  connection
     with  such proceeding, upon receipt of an undertaking by  or
     on  behalf of such person to repay said amounts if it should
     be determined ultimately that such person is not entitled to
     be  indemnified  under  this Bylaw or  otherwise;  provided,
     however,  that  the  corporation shall not  be  required  to
     advance  expenses to any director or officer  in  connection
     with  any  proceeding (or part thereof)  initiated  by  such
     person  unless the proceeding was authorized in  advance  by
     the  board  of directors of the corporation. Notwithstanding
     the  foregoing,  unless  otherwise  determined  pursuant  to
     Section 6.5, no advance shall be made by the corporation  to
     an  officer of the corporation (except by reason of the fact
     that such officer is or was a director of the corporation in
     which  event this paragraph shall not apply) in any  action,
     suit  or proceeding, whether civil, criminal, administrative
     or  investigative,  if  a determination  is  reasonably  and
     promptly  made (i) by the board of directors by  a  majority
     vote  of  a  quorum  consisting of directors  who  were  not
     parties  to  the proceeding, or (ii) if such quorum  is  not
     obtainable, or, even if obtainable, a quorum

     <PAGE>


     of  disinterested directors so directs, by independent legal
     counsel  in a written opinion, that the facts known  to  the
     decision-making party at the time such determination is made
     demonstrate clearly and convincingly that such person  acted
     in bad faith or in a manner that such person did not believe
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation.

          6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred  on
     any person by this Bylaw shall not be exclusive of any other
     right  which such person may have or hereafter acquire under
     any  statute,  provision of the Articles  of  Incorporation,
     Bylaws,  agreement,  vote of shareholders  or  disinterested
     directors  or  otherwise, both as to action in his  official
     capacity and as to action in another capacity while  holding
     office. The corporation is specifically authorized to  enter
     into  individual contracts with any or all of its directors,
     officers, employees or agents respecting indemnification and
     advances,  to  the  fullest extent  not  prohibited  by  the
     Colorado Business Corporation Act.

          6.6  SURVIVAL  OF RIGHTS. The rights conferred  on  any
     person  by this Bylaw shall continue as to a person who  has
     ceased  to  be a director, officer, employee or other  agent
     and  shall inure to the benefit of the heirs, executors  and
     administrators of such a person.

          6.7  AMENDMENTS.  Any  repeal or modification  of  this
     Bylaw  shall  only be prospective and shall not  affect  the
     rights under this Bylaw in effect at the time of the alleged
     occurrence  of  any action or omission to act  that  is  the
     cause   of   any  proceeding  against  any  agent   of   the
     corporation.

                           ARTICLE VII

                       RECORDS AND REPORTS

          7.1   MAINTENANCE  AND  INSPECTION  OF   RECORDS.   The
     corporation shall, either at its principal executive  office
     or  at  such place or places as designated by the  board  of
     directors,  keep a record of its shareholders listing  their
     names and addresses and the number and class of shares  held
     by  each  shareholder, a copy of these Bylaws as amended  to
     date, accounting books and other records. Any shareholder of
     record, in person or by attorney or other agent, shall, upon
     written demand under oath stating the purpose thereof,  have
     the right during the usual hours for business to inspect for
     any proper purpose the corporation's stock ledger, a list of
     its  shareholders, and its other books and  records  and  to
     make  copies  or extracts therefrom. A proper purpose  shall
     mean  a purpose reasonably related to such person's interest
     as  a  shareholder. In every instance where an  attorney  or
     other agent is the person who seeks the right to inspection,
     the  demand  under oath shall be accompanied by a  power  of
     attorney  or such other writing that authorizes the attorney
     or  other agent to so act on behalf of the shareholder.  The
     demand  under  oath shall be directed to the corporation  at
     its  registered office in Colorado or at its principal place
     of business.

          7.2  INSPECTION BY DIRECTORY. Any director  shall  have
     the  right to examine the corporation's stock ledger, a list
     of  its shareholders and its other books and records  for  a
     purpose  reasonably  related to his or  her  position  as  a
     director.

          7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
     president   or   any  other  officer  of  this   corporation
     authorized by the board of directors is authorized to  vote,
     represent,  and  exercise on behalf of this corporation  all
     rights  incident  to  any  and  all  shares  of  any   other
     corporation  or corporations standing in the  name  of  this
     corporation.  The authority herein granted may be  exercised
     either  by  such  person directly or  by  any  other  person
     authorized  to  do  so by proxy or power  of  attorney  duly
     executed by such person having the authority.

     <PAGE>

                          ARTICLE VIII

                         GENERAL MATTERS

            8.1  RECORD DATE FOR PURPOSES OTHER THAN  NOTICE  AND
     VOTING.   For   purposes  of  determining  the  shareholders
     entitled  to  receive  payment  of  any  dividend  or  other
     distribution  or allotment of any rights or the shareholders
     entitled  to  exercise any rights in respect  of  any  other
     lawful action, the board of directors may fix, in advance, a
     record  date, which shall not be more than sixty  (60)  days
     before  any such action. In that case, only shareholders  of
     record  at  the close of business on the date so  fixed  are
     entitled  to receive the dividend, distribution or allotment
     of  rights, or to exercise such rights, as the case may  be,
     notwithstanding any transfer of any shares on the  books  of
     the  corporation after the record date so fixed,  except  as
     otherwise  provided  in the Articles  of  Incorporation,  by
     these  Bylaws,  by  agreement or by law.  If  the  board  of
     directors  does  not so fix a record date, then  the  record
     date for determining shareholders for any such purpose shall
     be  at  the close of business on the day on which the  board
     adopts the applicable resolution or the sixtieth (60th)  day
     before the date of that action, whichever is later.

          8.2  CHECKS;  DRAFTS; EVIDENCES OF  INDEBTEDNESS.  From
     time  to  time,  the board of directors shall  determine  by
     resolution  which person or persons may sign or endorse  all
     checks, drafts, other orders for payment of money, notes  or
     other evidences of indebtedness that are issued in the  name
     of  or  payable to the corporation, and only the persons  so
     authorized shall sign or endorse those instruments.

          8.3  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
     The  board  of  directors, except as otherwise  provided  in
     these  Bylaws,  may authorize any officer  or  officers,  or
     agent  or agents, to enter into any contract or execute  any
     instrument  in the name of and on behalf of the corporation;
     such  authority  may  be  general or  confined  to  specific
     instances. Unless so authorized or ratified by the board  of
     directors  or  within the agency power  of  an  officer,  no
     officer, agent or employee shall have any power or authority
     to bind the corporation by any  contract or engagement or to
     pledge its credit or to render it liable for any purpose  or
     for any amount.

          8.4  FISCAL  YEAR. The fiscal year of this  corporation
     shall begin on the first day of July of each year and end on
     the last day of June of the following year.

          8.5  STOCK CERTIFICATES. There shall be issued to  each
     holder  of  fully paid shares of the capital  stock  of  the
     corporation  a certificate or certificates for such  shares.
     Every  holder of shares of the corporation shall be entitled
     to  have  a  certificate signed by, or in the  name  of  the
     corporation  by, the chairman of the board of directors,  or
     the  president or a vice president, and by the treasurer  or
     an  assistant  treasurer, or the secretary or  an  assistant
     secretary  of  such corporation representing the  number  of
     shares  registered in certificate form. Any or  all  of  the
     signatures  on the certificate may be a facsimile.  In  case
     any  officer, transfer agent or registrar who has signed  or
     whose facsimile signature has been placed upon a certificate
     has  ceased to be such officer, transfer agent or  registrar
     before  such certificate is issued, it may be issued by  the
     corporation with the same effect as if he or she  were  such
     officer, transfer agent or registrar at the date of issue.

          8.6   SPECIAL  DESIGNATION  ON  CERTIFICATES.  If   the
     corporation  is authorized to issue more than one  class  of
     stock or more than one series of any class, then the powers,
     the   designations,  the  preferences,  and  the   relative,
     participating,  optional or other  special  rights  of  each
     class  of  stock  or series thereof and the  qualifications,
     limitations  or  restrictions  of  such  preferences  and/or
     rights shall be set forth in full or summarized on the  face
     or  back of the certificate that the corporation shall issue
     to  represent  such  class  or series  of  stock;  provided,
     however,  that, except as otherwise provided in the Colorado
     Business   Corporation  Act,  in  lieu  of   the   foregoing
     requirements there may be set forth on the face or  back  of
     the   certificate  that  the  corporation  shall  issue   to
     represent such class or series of stock a statement that the
     corporation  will furnish without charge to each shareholder
     who   so   requests   the  powers,  the  designations,   the
     preferences,  and the relative, participating,  optional  or
     other  special  rights  of each class  of  stock  or  series
     thereof  and the qualifications, limitations or restrictions
     of such preferences and/or rights.

          8.7  LOST CERTIFICATES. The corporation may issue a new
     share  certificate or new certificate for any other security
     in  the  place of any certificate theretofore issued by  it,
     alleged  to  have  been lost, stolen or destroyed,  and  the
     corporation  may  require the owner of the lost,  stolen  or
     destroyed certificate or

     <PAGE>

     the  owner's legal representative to give the corporation  a
     bond (or other adequate security) sufficient to indemnify it
     against any claim that may be made against it (including any
     expense or liability) on account of the alleged loss,  theft
     or  destruction of any such certificate or the  issuance  of
     such  new certificate. The board of directors may adopt such
     other  provisions  and restrictions with reference  to  lost
     certificates, not inconsistent with applicable  law,  as  it
     shall in its discretion deem appropriate.

          8.8   CONSTRUCTION;  DEFINITIONS.  Unless  the  context
     requires   otherwise,  the  general  provisions,  rules   of
     construction,  and  definitions  in  the  Colorado  Business
     Corporation  Act  shall  govern the  construction  of  these
     Bylaws.  Without limiting the generality of this  provision,
     the  singular number includes the plural, the plural  number
     includes the singular, and the term "person" includes both a
     corporation and a natural person.

          8.9  PROVISIONS ADDITIONAL TO PROVISIONS  OF  LAW.  All
     restrictions, limitations, requirements and other provisions
     of  these Bylaws shall be construed, insofar as possible, as
     supplemental  and  additional  to  all  provisions  of   law
     applicable to the subject matter thereof and shall be  fully
     complied  with  in  addition to the said provisions  of  law
     unless such compliance shall be illegal.

          8.10  PROVISIONS  CONTRARY TO PROVISIONS  OF  LAW.  Any
     article, section, subsection, subdivision, sentence,  clause
     or  phrase of these Bylaws which upon being construed in the
     manner provided in Section 8.9 hereof, shall be contrary  to
     or inconsistent with any applicable provisions of law, shall
     not apply so long as said provisions of law shall remain  in
     effect,  but  such result shall not affect the  validity  or
     applicability  of  any other portions of  these  Bylaws,  it
     being  hereby  declared that these Bylaws  would  have  been
     adopted  and each article, section, subsection, subdivision,
     sentence, clause or phrase thereof, irrespective of the fact
     that  any  one  or  more  articles,  sections,  subsections,
     subdivisions,  sentences,  clauses  or  phrases  is  or  are
     illegal.

          8.11 NOTICES. Any reference in these Bylaws to the time
     a  notice is given or sent means, unless otherwise expressly
     provided, the time a written notice by mail is deposited  in
     the  United States mails, postage prepaid; or the  time  any
     other   written  notice  is  personally  delivered  to   the
     recipient   or  is  delivered  to  a  common   carrier   for
     transmission,  or actually transmitted by the person  giving
     the  notice  by electronic means, to the recipient;  or  the
     time  any  oral  notice is communicated,  in  person  or  by
     telephone  or wireless, to the recipient or to a  person  at
     the office of the recipient who the person giving the notice
     has  reason to believe will promptly communicate it  to  the
     recipient.

                           ARTICLE IX

                            AMENDMENTS

          Subject  to Section 6.7 hereof, the original  or  other
     bylaws  of  the  corporation  may  be  adopted,  amended  or
     repealed  by the board of directors.  Whenever an  amendment
     or  new bylaw is adopted, it shall be copied in the book  of
     bylaws  with the original bylaws, in the appropriate  place.
     If  any bylaw is repealed, the fact of repeal with the  date
     of the meeting at which the repeal was enacted or the filing
     of  the operative written consent(s) shall be stated in said
     book.