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                                                                     EXHIBIT 3.2

                                 GS TELECOM LTD.
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                                     BY-LAWS
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                                   ARTICLE I

                                     OFFICES

      Section 1. REGISTERED OFFICE. The location of the Corporation's registered
office within the State of Colorado, the name of the registered agent of the
Corporation at such office and the post office address to which the Secretary of
State of the State of Colorado shall mail a copy of process in any action or
proceeding against the Corporation that may be served upon him, shall be in each
case as stated in the Certificate of Incorporation.

      Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Colorado as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 1. ANNUAL MEETING. The annual meeting of the shareholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held within six months
following the close of each fiscal year of the Corporation, or on such other
date as may be fixed from time to time by resolution of the Board of Directors,
and at such place within or without the State of Colorado as shall be designated
by the Board of Directors.

      Section 2. SPECIAL MEETING. Special meetings of the shareholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board, if
any, or the President of the Corporation or the majority of the Board of
Directors or the holders of more than ten percent (10%) of the shares of stock
of the Corporation issued and outstanding and entitled to vote thereat, and
shall be called by the Board of Directors. Such meetings shall be held at such
time and at such place within or without the State of Colorado as shall be
specified in the notice of the meeting.

      Section 3. NOTICE OF MEETINGS. Notice of the place, date and time of the
holding of each annual and special meeting of the shareholders and the purpose
or purposes thereof shall be given personally or by mail in a postage prepaid
envelope to each stockholder entitled to vote at such meeting; except, that if
the number of authorized shares is to be increased, at least 30


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days notice shall be given, not less than ten nor more than 60 days before the
date of such meeting, and, if mailed, it shall be directed to such stockholder
at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it shall be directed to
him at such other address. Any such notice for any meeting other than the annual
meeting of shareholders shall indicate that it is being issued at the direction
of the Chairman of the Board, if any, the President, the Board of Directors or
the shareholders, and shall include a description of the purpose or purposes for
the meeting, which notice shall not be required to be given to any stockholder
who shall attend such meeting in person or by proxy and shall not, at the
beginning of such meeting, object to the transaction of any business because the
meeting is not lawfully called or convened or the particular matter at the
meeting is not within the purpose or purposes described in the meeting notice,
or who shall, either before or after the meeting, submit a signed waiver of
notice, in person or by proxy. Unless the Board of Directors shall fix a new
record date for an adjourned meeting, notice of such adjourned meeting need not
be given if the time and place to which the meeting shall be adjourned are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days
or, if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

      Section 4. QUORUM. [Except as otherwise required by law or the Certificate
of Incorporation, at all meetings of the shareholders, the presence in person or
by proxy of the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote shall constitute a quorum for the
transaction of any business. In the absence of a quorum, the holders of a
majority of the shares of stock present in person or by proxy and entitled to
vote or, if no stockholder entitled to vote is present, then any officer of the
Corporation, may adjourn the meeting from time to time. At any such adjourned
meeting at which a quorum may be present, any business may be transacted which
might have been transacted at the meeting as originally called.]

      Section 5. ORGANIZATION. At each meeting of the shareholders, the Chairman
of the Board, if any, or in his absence or inability to act, the President, or
in his absence or inability to act, any person chosen by a majority of those
shareholders present or represented, shall act as chairman of the meeting. The
Secretary, or, in his absence or inability to act, an Assistant Secretary or any
other officer appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof.

      Section 6. ORDER OF BUSINESS. The order of business at all meetings of the
shareholders shall be as determined by the chairman of the meeting.

      Section 7. VOTING. Except as otherwise provided by statute or the
Certificate of Incorporation, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of the
shareholders to one vote for every share of such stock standing in his name on
the record of shareholders of the Corporation (a) on the date fixed by the Board
of Directors as the record date for the determination of the shareholders who
shall be entitled to notice of and to vote at such meeting; or (b) if such
record date shall not have been so


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fixed, then at the close of business on the day next preceding the day on which
notice thereof shall be given; or (c) if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. Each
stockholder entitled to vote at any meeting of shareholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact. Any such proxy shall be delivered to the secretary of
such meeting at or prior to the time designated in the order of business for so
delivering such proxies. No proxy shall be valid after the expiration of eleven
months from the date thereof, unless the proxy provides for a longer period.
Every proxy shall be revocable at the pleasure of the stockholder executing it,
except in those cases where an irrevocable proxy is permitted by law. Except as
otherwise required by law, the Certificate of Incorporation or these By-Laws,
any corporate action to be taken by vote of the shareholders shall be authorized
by a majority of the total votes cast at a meeting of shareholders by the
holders of shares present in person or represented by proxy and entitled to vote
on such action. Unless required by statute, or determined by the chairman of the
meeting to be advisable, the vote on any question need not be by written ballot.
On a vote by written ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.

      Section 8. LIST OF SHAREHOLDERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make or cause to be prepared and
made, at least ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

      Section 9. INSPECTORS. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding, the number of
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the chairman of the meeting or any stockholder
entitled to vote thereat, the inspectors shall make a report in writing of any
challenge, request or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as inspector of an election of directors. Inspectors need not be
shareholders.



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      Section 10. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided by the Certificate of Incorporation or by law, any action which is
required or permitted to be taken at any meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if a written consent
setting forth the action so taken is signed by the holders all of the shares
entitled to vote thereon .

      Section 11. NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of
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 by the Chairman of the Board or the President of the Corporation or
(c) otherwise properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof (as determined by the Board of
Directors) in writing to the Secretary of the Corporation. As used in this
Section 11 of these By-Laws, the phrase "notice or prior public disclosure of
the date of the meeting" shall mean notice or prior public disclosure of the
date on which the meeting is originally scheduled to be called to order and
shall not refer to notice or prior public disclosure of any date to which such
meeting may be adjourned. A stockholder's notice to the Secretary shall set
forth, as to each matter the stockholder proposes to bring before the annual
meeting, (a) 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, (b) the name and address, as they appear on the Corporation's stock
transfer books, of the stockholder proposing such business, (c) the class and
number of shares of capital stock of the Corporation which are beneficially
owned (such term being used in this Section 11 of these By-Laws with the meaning
ascribed to such term in Rule 13d-3 of the rules under the Securities Exchange
Act of 1934, as amended, as such Rule was in effect on July 1, 1990) by the
stockholder and (d) any material interest of the stockholder in such business.
Notwithstanding any other provision of these By-Laws, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 11. If the presiding officer of an annual meeting
determines and declares that business was not properly brought before the
meeting in accordance with this Section 11, any such business shall not be
transacted.

                                  ARTICLE III

                               BOARD OF DIRECTORS

      Section 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
or these By-Laws directed or required to be exercised or done by the
shareholders.

      Section 2. NUMBER, TERM OF OFFICE, QUALIFICATIONS AND Election. The number
of directors of the Corporation (exclusive of any directors to be elected by any
series of preferred stock, if any, voting separately as a class) shall be not
less than one nor more than [fifteen,] and



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within such range the number of directors at any time shall be determined by
resolution of the Board of Directors or the shareholders. At each annual meeting
of shareholders, directors elected to succeed the directors whose terms expire
at such annual meeting shall be elected to hold office for a term expiring at
the next annual meeting. Directors need not be shareholders. Except as otherwise
required by statute or the Certificate of Incorporation or these By-Laws,
directors to be elected at each annual meeting of shareholders shall be elected
by a plurality of the votes cast at the meeting by the holders of shares present
in person or represented by proxy and entitled to vote for the election of
directors.

      Section 3. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the shareholders,
on the same day and at the same place where such annual meeting shall be held or
at such other time and place as the Board of Directors shall determine. Notice
of such meeting need not be given. Such meeting may be held at any other time or
place (within or without the State of Colorado) which shall be specified in a
notice thereof given as hereinafter provided in Section 6 of this Article III,
or in a waiver of notice thereof.

      Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times and places within or without the State of Colorado
as the Board of Directors may from time to time by resolution determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.

      Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board, if any, the President or
any two directors of the Corporation and shall be held at such time and at such
place within or without the State of Colorado as shall be specified in the
notice of meeting or waiver thereof.

      Section 6. NOTICE OF MEETINGS. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 6, in
which notice shall be stated the time and place of the meeting. Notice of each
such meeting shall be delivered to each director, either personally or by
telephone, telegraph, facsimile transmission, cable, or wireless, at least
twenty-four hours before the time at which such meeting is to be held or shall
be mailed to each director by first-class mail postage prepaid, addressed to him
at his residence, or usual place of business, at least [two] days before the day
on which such meeting is to be held. Notice of any such meeting need not be
given to any director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without objecting, at
the beginning of such meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any regular or
special meeting of the Board of Directors need not state the purpose or purposes
of such meeting.



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      Section 7. QUORUM AND MANNER OF ACTING. A majority of the number of
directors constituting the entire Board of Directors shall be present in person
at any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and, except as otherwise expressly
required by statute or the Certificate of Incorporation, the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum at any meeting of
the Board of Directors, a majority of the directors present, or if no director
is present, the Secretary, may adjourn such meeting to another time and place,
or such meeting, unless it be the annual meeting of the Board of Directors, need
not be held. At any adjourned meeting at which a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally
called. Except as provided in Section 11 of this Article III and Article IV of
these By-Laws and as otherwise specifically authorized by resolution of the
Board of Directors, the directors shall act only as a Board of Directors and the
individual directors shall have no power as such.

      Section 8. ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board, if any, or, in his absence or inability to act, the
President, or, in his absence or inability to act, another director chosen by a
majority of the directors present, shall act as chairman of the meeting and
preside thereat. The minutes of the meeting shall be recorded by any officer of
the Corporation present and designated by such chairman.

      Section 9. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

      Section 10. REMOVAL OF DIRECTORS. Except as otherwise required by statute
or by the Certificate of Incorporation, any director may be removed, at any
time, with or without cause, by the affirmative vote of the holders of a
majority of the outstanding shares of stock entitled to vote for the election of
directors of the Corporation at a meeting of the shareholders called and held
for that purpose.

      Section 11. VACANCIES. Except as otherwise required by statute or by the
Certificate of Incorporation, during the intervals between annual meetings of
shareholders, any vacancies and any newly created directorships resulting from
an increase in the authorized number of directors of the Corporation and
vacancies occurring in the Board of Directors for any reason shall be filled by
a majority vote of the directors then in office, or whether or not a quorum, or
by a sole remaining director, at a meeting of the Board of Directors. Each
director chosen to fill a vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred. Each director chosen to fill a newly
created directorship shall hold office for a term expiring at the next annual
meeting. Each director shall hold office for the specified term and until a
successor shall be duly elected and qualified, except in the event of death,
resignation or removal. If there are no directors in office, then a special
meeting of shareholders for the election of directors may be called and held in
the manner provided by statute.



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      Section 12. COMPENSATION. The Board of Directors or a committee of the
Board designated by it shall have authority to fix the compensation, if any,
including without limitation fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity; PROVIDED, HOWEVER, that no such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

      Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.

      Section 14. PARTICIPATION IN MEETINGS BY TELEPHONE AND OTHER EQUIPMENT.
Members of the Board of Directors or of any committee thereof may participate in
a meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

                                   ARTICLE IV

                         EXECUTIVE AND OTHER COMMITTEES

      Section 1. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by
a resolution passed by a majority of the whole Board, designate an Executive
Committee, to consist of two or more directors of the Corporation, and one or
more other committees, each such other committee to consist of two or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of the Executive Committee or such other
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. The Executive
Committee, while the Board of Directors is not in session shall have and may
exercise, and any such other committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise, all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to (i) amending the Certificate of
Incorporation, (ii) authorizing distributions, (iii) filling vacancies on the
board of directors or any of its committees, (iv) authorizing or approving
reacquisition of shares, except according to a formula or method prescribed by
the Board of Directors, (v) authorizing or approving the issuance or sale of
shares, or a contact for the sale of shares, or determine the relative rights,
preferences and limitations of a class or a series of shares, except that the
Board of Directors may authorize a committee or an officer to do so within
limits specifically prescribed by the Board of Directors, (vi) adopting an
agreement of merger or consolidation, (vii) recommending to the shareholders the
sale, lease or exchange of all or substantially all of the Corporation's
property



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and assets,(viii) recommending to the shareholders a dissolution of the
Corporation or a revocation of a dissolution, or (ix) amending the By-Laws of
the Corporation; and, unless the resolution or By-Laws expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Each committee shall keep written minutes of
its proceedings and shall report such minutes to the Board of Directors when
required. All such proceedings shall be subject to revision or alteration by the
Board of Directors; provided, HOWEVER, that rights of third parties shall not be
prejudiced by such revision or alteration. The Board of Directors, by action of
a majority of the entire Board, may at any time fill vacancies in, change the
membership of, or dissolve any such committee.

      Section 2. EXECUTIVE COMMITTEE: GENERAL. Regular meetings of the Executive
Committee shall be held at such times and places, within or without the State of
Colorado, as a majority of such Committee may from time to time by resolution
determine. Special meetings of the Executive Committee may be called at the
request of any member thereof and may be held at such times and places, within
or without the State of Colorado, as such Committee may from time to time by
resolution determine or as shall be specified in the respective notices or
waivers of notice thereof. Notice of regular meetings of such Committee need not
be given except as otherwise required by statute or these By-Laws. Notice of
each special meeting of such Committee shall be given to each member of such
Committee in the manner provided for in Section 6 of Article III of these
By-Laws. Subject to the provisions of this Article IV, the Executive Committee,
by resolution of a majority of such Committee, shall fix its own rules of
procedure. A majority of the Executive Committee shall be present in person at
any meeting of the Executive Committee in order to constitute a quorum for the
transaction of business at such meeting, and the act of a majority of those
present at any meeting at which a quorum is present shall be the act of the
Executive Committee. The members of the Executive Committee shall act only as a
committee, and the individual members shall have no power as such.

      Section 3. OTHER COMMITTEES: GENERAL. A majority of any committee may fix
its rules of procedure, determine its action, and fix the time and place, within
or without the State of Colorado, of its meetings, unless the Board of Directors
shall otherwise by resolution provide. Notice of such meetings shall be given to
each member of the committee in the manner provided for in Section 6 of Article
III of these By-Laws. Nothing in this Article IV shall be deemed to prevent the
Board of Directors from appointing one or more committees consisting in whole or
in part of persons who are not directors of the Corporation; PROVIDED, HOWEVER,
that no such committee shall have or may exercise any authority of the Board of
Directors unless any action taken thereby is approved by a majority of the
members thereof, each member of which is a member of the Board of Directors.

                                   ARTICLE V

                                    OFFICERS

      Section 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall be a President, one or more Vice Presidents, a Treasurer and a Secretary.
Any two or more offices may be held by the same person except the offices of
President and Vice President and the offices of President and Secretary. Such
officers shall be elected from time to time by the Board



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of Directors, each to hold office until the meeting of the Board following the
next annual meeting of the shareholders, or until his successor shall have been
duly elected and shall have qualified, or until his death, or until he shall
have resigned or until he shall have been removed, as hereinafter provided in
these By-Laws. The Board of Directors may from time to time elect such other
officers (including a Chairman of the Board and one or more Vice Presidents,
Assistant Treasurers and Assistant Secretaries) and such agents as it may deem
necessary or desirable for the business of the Corporation. The Board of
Directors may from time to time authorize any principal officer or committee to
appoint, and to prescribe the authority and duties of, any such subordinate
officers or agents. Each of such other officers and agents shall have such
authority, perform such duties, and hold office for such period, as are provided
in these By-Laws or as may be prescribed by the Board of Directors or by the
principal officer or committee appointing such officer or agent.

      Section 2. RESIGNATIONS. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, if any, the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, immediately
upon its receipt; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

      Section 3. REMOVAL. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board of Directors at any meeting of the Board, or, except in the
case of an officer or agent elected or appointed by the Board, by any principal
officer or committee upon whom such power of removal may be conferred by the
Board.

      Section 4. VACANCIES. A vacancy in any office, whether arising from death,
resignation, disqualification, removal or any other cause, may be filled for the
unexpired portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.

      Section 5. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if
elected, shall, if present, preside at all meetings of the shareholders and the
Board of Directors and, in general, shall have such other powers and perform
such other duties as usually pertain to the office of the Chairman of the Board
or as from time to time may be assigned to him by the Board of Directors. At the
discretion of the Board of Directors, the Chairman of the Board, if elected, may
be the chief executive officer of the Corporation and, if so appointed by the
Board of Directors, shall have general and active supervision and direction over
the business and affairs of the Corporation and over its officers, subject,
however, to the control of the Board of Directors.

      Section 6. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall have general and active supervision and
direction over the business and affairs of the Corporation and over its
officers, unless the Chairman of the Board, if any, is appointed to serve as
chief executive officer, in which case the President shall be the chief
operating officer of the Corporation and shall have general and active
supervision and direction over the ordinary business operations and affairs of
the Corporation and over its officers, subject, however, to the supervision and
direction of the Chairman of the Board, if any, who is also the



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chief executive officer of the Corporation, and to the control of the Board of
Directors. He shall, if present, in the absence or inability to act of the
Chairman of the Board, preside at meetings of the shareholders and at meetings
of the Board of Directors. In general, the President shall have such other
powers and perform such other duties as usually pertain to the office of the
President and chief executive officer or chief operating officer, as the case
may be, or as from time to time may be assigned to him by the Board of Directors
or the Chairman of the Board, if any.

      Section 7. VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as usually pertain to his office or as from time to time may
be assigned to him by the Board of Directors, the Chairman of the Board, if any,
or the President. If there is more than one Vice President, they shall be ranked
in an order designated by the Board of Directors or failing such designation,
the Vice Presidents will be deemed to be ranked by the Board of Directors on the
order of their election as set forth in the resolution or resolutions of the
Board of Directors providing for their election. During the absence of the
President or his inability to act, the Vice President, or, if there is more than
one Vice President, the highest ranking Vice President designated or deemed
designated by the Board of Directors, shall exercise the powers and perform the
duties of the President, subject to the direction of the Board of Directors or
the Chairman of the Board, if any.

      Section 8. TREASURER. The Treasurer shall:

            (a) have charge and custody of, and be responsible for, all the
      funds and securities of the Corporation;

            (b) keep full and accurate accounts of receipts and disbursements in
      books belonging to the Corporation and have control of all books of
      account of the Corporation;

            (c) cause all moneys and other valuables to be deposited to the
      credit of the Corporation in such depositaries as may be designated by the
      Board of Directors;

            (d) receive, and give receipts for, moneys due and payable to the
      Corporation from any source whatsoever;

            (e) disburse the funds of the Corporation and supervise the
      investment of its funds as ordered or authorized by the Board of
      Directors, taking proper vouchers therefor;

            (f) render to the Chairman of the Board, if any, the President, the
      Board of Directors or any committee thereof, whenever required, an account
      of the financial condition of the Corporation and of his transactions as
      Treasurer; and

            (g) in general, have such other powers and perform such other duties
      as usually pertain to the office of Treasurer or as from time to time may
      be assigned to him by the Board of Directors, the Chairman of the Board,
      if any, or the President.

      Section 9. ASSISTANT TREASURERS. At the request of the Treasurer or in the
case of his absence or inability to act, the Assistant Treasurer, or if there be
more than one, the Assistant Treasurer designated by the Board of Directors or,
in the absence of such designation, by the



                                       -10-
<PAGE>

Chairman of the Board, if any, or the President, shall perform all the duties of
the Treasurer, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the Treasurer. In general, each Assistant Treasurer
shall have such other powers and perform such other duties as from time to time
may be assigned to him by the Board of Directors, the Chairman of the Board, if
any, the President or the Treasurer.

      Section 10. THE SECRETARY. The Secretary shall:

            (a) keep or cause to be kept, in one or more books provided for the
      purpose, the minutes of all meetings of the Board of Directors, of the
      committees of the Board of Directors and of the shareholders;

            (b) see that all notices are duly given in accordance with the
      provisions of these By-Laws and as required by law;

            (c) be custodian of the records and the seal of the Corporation and
      affix and attest the seal to all stock certificates of the Corporation
      (unless the seal of the Corporation on such certificates shall be a
      facsimile, as hereinafter provided) and affix and attest the seal to all
      other documents to be executed on behalf of the Corporation under its
      seal;

            (d) see that the books, reports, statements, certificates and other
      documents and records required by law to be kept and filed are properly
      kept and filed; and

            (e) in general, have such other powers and perform such other duties
      as usually pertain to the office of Secretary or as from time to time may
      be assigned to him by the Board of Directors, the Chairman of the Board,
      if any, or the President.

      Section 11. ASSISTANT SECRETARIES. At the request of the Secretary or in
case of his absence or inability to act, the Assistant Secretary, or if there be
more than one, the Assistant Secretary designated by the Board of Directors or,
in the absence of such designation, by the Chairman of the Board, if any, or the
President shall perform all the duties of the Secretary, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Secretary. In general, each Assistant Secretary shall have such other powers and
perform such other duties as from time to time may be assigned to him by the
Board of Directors, the Chairman of the Board, if any, the President or the
Secretary.

      Section 12. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
Directors, any officer of the Corporation shall give a bond for the faithful
performance of his duties, for such term and in such amount and with such surety
or sureties as the Board may require.

      Section 13. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors or a committee of the Board designated by it, and no
officer of the Corporation shall be prevented from receiving compensation by
reason of the fact that he is also a director of the Corporation.



                                       -11-
<PAGE>

                                   ARTICLE VI

                       CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

      Section 1. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation shall be signed
in the name and on behalf of the Corporation by such person or persons and in
such manner as shall from time to time be authorized by the Board of Directors.

      Section 2. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may from
time to time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board of Directors. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by any officer or agent of the Corporation.

      Section 3. GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Directors may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board of Directors. The Board of Directors may make such special rules and
regulations with respect to such bank accounts, not inconsistent with provisions
of these By-Laws, as it may deem expedient.

      Section 4. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board, if any, the President, any Vice President[, the Secretary or
Assistant Secretary] may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation in the name and on behalf of the Corporation
to cast the votes which the Corporation may be entitled to cast as the holder of
stock or other securities in any other corporation any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing in
the name of the Corporation as such holder to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name of or on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.



                                       -12-
<PAGE>

                                  ARTICLE VII

                 SHARES AND THEIR TRANSFER; EXAMINATION OF BOOKS

      Section 1. STOCK CERTIFICATES. Every holder of stock of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number and class of shares of stock of
the Corporation owned by him. The certificates representing shares of the
respective classes of stock shall be numbered in order of their issue and shall
be signed in the name of the Corporation by the Chairman of the Board, if any,
or the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of
the Corporation (which seal may be a facsimile, engraved or printed). Any or all
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 shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

      Section 2. BOOKS OF ACCOUNT AND RECORD OF SHAREHOLDERS. The books and
records of the Corporation may be kept at such places, within or without the
State of Colorado, as the Board of Directors may from time to time determine.
The stock record books and the blank stock certificate books shall be kept by
the Secretary or by any other officer or agent designated by the Board of
Directors.

      Section 3. TRANSFERS OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
shareholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof. Whenever any transfers of shares shall be made for
collateral security and not absolutely, and both the transferor and transferee
request the Corporation to do so, such fact shall be stated in the entry of the
transfer.

      Section 4. REGULATIONS. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.



                                       -13-
<PAGE>

      Section 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost, stolen or destroyed or which shall have been
mutilated, and the Board of Directors may, in its discretion, require such owner
or his legal representatives to give the Corporation and/or any agent of the
Corporation designated by it a bond in such sum, limited or unlimited, and in
such form and with such surety or sureties as the Board of Directors in its
absolute discretion shall determine, to indemnify the Corporation and/or such
agent against any claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate, or the issuance of a new
certificate. Anything herein to the contrary notwithstanding, the Board of
Directors, in its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws of the State of
Colorado.

      Section 6. STOCKHOLDER'S RIGHT OF INSPECTION. Any stockholder 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 stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in the State of Colorado or at its principal place of business.

      Section 7. FIXING OF RECORD DATE. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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; PROVIDED, HOWEVER, that the Board of Directors may fix a new record
date for the adjourned meeting.

                                  ARTICLE VIII

                                    DIVIDENDS

      Subject to the provisions of applicable law or of the Certificate of
Incorporation relating thereto, if any, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in



                                       -14-
<PAGE>

property or in shares of the capital stock of the Corporation, subject to
applicable law and the Certificate of Incorporation.

      Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose or purposes as the Board of Directors shall determine to be in the
interest of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

                                   ARTICLE IX

                                 INDEMNIFICATION

      Section 1. RIGHT TO INDEMNIFICATION. The Corporation shall, to the fullest
extent permitted by applicable law as then in effect, indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness) or was or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action, suit or proceeding by or in the
right of the Corporation to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that he 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 or of a partnership, joint venture, trust or other
enterprise (including, without limitation, service with respect to any employee
benefit plan), whether the basis of any such Proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, against all expenses, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred by him in connection with such Proceeding. The right to
indemnification conferred in this Article IX shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with applicable law as then in effect. All right to
indemnification conferred in this Article IX, including such right to advance
payments and the evidentiary, procedural and other provisions of this Article
IX, shall be a contract right. The Corporation may, by action of its Board of
Directors, provide indemnification for employees, agents, attorneys and
representatives of the Corporation with up to the same scope and extent as
provided for officers and directors.

      Section 2. INSURANCE, CONTRACTS AND FUNDING. The Corporation may purchase
and maintain insurance to protect itself and any person who is, was or may
become an officer, director, employee, agent, attorney or representative of the
Corporation or, at the request of the Corporation, an officer, director,
employee, agent, attorney or representative of another corporation or entity,
against any expense, liability or loss asserted against him or incurred by him
in connection with any Proceeding in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such expense, liability or loss under the provisions of Article
TENTH of the Certificate of Incorporation or this



                                       -15-
<PAGE>

Article IX or otherwise. The Corporation may enter into contracts with any
director, officer, employee, agent, attorney or representative of the
Corporation, or any person serving as such at the request of the Corporation for
another corporation or entity, in furtherance of the provisions of this Article
IX and may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification of any person
entitled thereto.

      Section 3. INDEMNIFICATION; NOT EXCLUSIVE RIGHT. The right of
indemnification provided in this Article IX shall not be exclusive of any other
rights to which any person seeking indemnification may otherwise be entitled
under any provision of the Certificate of Incorporation or By-Laws or agreement
or otherwise. The provisions of this Article IX shall inure to the benefit of
the heirs and legal representatives of any person entitled to indemnity under
this Article IX and shall be applicable to all Proceedings, whether arising from
acts or omissions occurring before or after the adoption of this Article IX. No
amendment or repeal of any provision of this Article IX shall remove, abridge or
adversely affect any right of indemnification or any other benefits of the
Indemnitee under the provisions of this Article IX with respect to any
Proceeding involving any act or omission which occurred prior to such amendment.

      Section 4. ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT OF
CERTAIN PROCEEDINGS; REMEDIES. In furtherance, but not in limitation, of the
provisions of the Certificate of Incorporation or the foregoing provisions of
this Article IX, the following procedures, presumptions and remedies shall apply
with respect to advancement of expenses and the right to indemnification under
the Certificate of Incorporation or this Article IX:

            (a) ADVANCEMENT OF EXPENSES. All reasonable expenses incurred by or
      on behalf of the Indemnitee in connection with any Proceeding shall be
      advanced to the Indemnitee by the Corporation within 20 days after the
      receipt by the Corporation of a statement or statements from the
      Indemnitee requesting such advance or advances from time to time, whether
      prior to or after final disposition of such Proceeding. Such statement or
      statements shall reasonably evidence the expenses incurred by the
      Indemnitee and, if required by law at the time of such advance, shall
      include or be accompanied by an undertaking by or on behalf of the
      Indemnitee to repay the amounts advanced if it should ultimately be
      determined that the Indemnitee is not entitled to be indemnified against
      such expense pursuant to this Article IX.

            (b) PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

            (i) To obtain indemnification, an Indemnitee shall submit to the
      President or Secretary of the Corporation a written request, including a
      written affirmation of the Indemnitee's good faith belief that he or she
      is entitled to indemnification and such documentation and information as
      is reasonably available to the Indemnitee and reasonably necessary to
      determine whether and to what extent the Indemnitee is entitled to
      indemnification (the "Supporting Documentation"). The determination of the
      Indemnitee's entitlement to indemnification shall be made not later than
      60 days after receipt by the Corporation of the written request for
      indemnification together with the Supporting Documentation. The President
      or Secretary of the



                                       -16-
<PAGE>

      Corporation shall, promptly upon receipt of such a request for
      indemnification, advise the Board of Directors in writing that the
      Indemnitee has requested indemnification.

            (ii) The Indemnitee's entitlement to indemnification shall be
      determined in one of the following ways: (A) by a majority vote of the
      Disinterested Directors (as hereinafter defined) (or the Disinterested
      Director, if only one); (B) by a written opinion of Independent Counsel
      (as hereinafter defined) if (x) a Change of Control (as hereinafter
      defined) shall have occurred and the Indemnitee so requests or (y) there
      is no Disinterested Director or a majority of the Disinterested Directors
      (or the Disinterested Director, if only one) so directs; (C) by the
      shareholders of the Corporation (but only if a majority of the
      Disinterested Directors (or the Disinterested Director, if only one)
      determines that the issue of entitlement to indemnification should be
      submitted to the shareholders for their determination); or (D) as provided
      in Section 4(c) of this Article IX.

            (iii) In the event the determination of entitlement to
      indemnification is to be made by Independent Counsel pursuant to Section
      4(b)(ii) of this Article IX, a majority of the Disinterested Directors (or
      the Disinterested Director, if only one) shall select the Independent
      Counsel, but only an Independent Counsel to which the Indemnitee does not
      reasonably object; PROVIDED, HOWEVER, that if a Change of Control shall
      have occurred, the Indemnitee shall select such Independent Counsel, but
      only an Independent Counsel to which the Board of Directors does not
      reasonably object.

            (c) PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. Except as
      otherwise required by statute or expressly provided in this Article IX,
      the Indemnitee shall be presumed to be entitled to indemnification upon
      submission of a request for indemnification together with the Supporting
      Documentation in accordance with Section 4(b)(i) of this Article IX, and
      thereafter the Corporation shall have the burden of proof to overcome that
      presumption in reaching a contrary determination. In any event, if the
      person or persons empowered under Section 4(b) of this Article IX to
      determine entitlement to indemnification shall not have been appointed or
      shall not have made a determination within 60 days after receipt by the
      Corporation of the request therefor together with the Supporting
      Documentation, the Indemnitee shall be deemed to be entitled to
      indemnification. With regard to the right to indemnification for expenses,
      if and to the extent that the Indemnitee has been successful on the merits
      or otherwise in any Proceeding, or if and to the extent that the
      Indemnitee was not a party to the Proceeding or if a Proceeding was
      terminated without a determination of liability on the part of the
      Indemnitee with respect to any claim, issue or matter therein or without
      any payments in settlement or compromise being made by the Indemnitee with
      respect to a claim, issue or matter therein, the Indemnitee shall be
      deemed to be entitled to indemnification, which entitlement shall not be
      diminished by any determination which may be made pursuant to Sections
      (4)(b)(ii)(A), (B) or (C). In either case, the Indemnitee shall be
      entitled to such indemnification, unless (A) the Indemnitee misrepresented
      or failed to disclose a material fact in making the request for
      indemnification or in the Supporting Documentation or (B) such
      indemnification is prohibited by law, in either case as finally determined
      by adjudication or, at the Indemnitee's sole option, arbitration (as
      provided in Section 4(d)(i) of this Article IX). The termination of any
      Proceeding



                                       -17-
<PAGE>

      described in Section 1 of this Article IX, or of any claim, issue or
      matter therein, by judgment, order, settlement or conviction, or upon a
      plea of NOLO CONTENDERE or its equivalent, shall not, of itself, adversely
      affect the right of the Indemnitee to indemnification or create any
      presumption with respect to any standard of conduct or belief or any other
      matter which might form a basis for a determination that the Indemnitee is
      not entitled to indemnification.

            (d) REMEDIES OF INDEMNITEE.

            (i) In the event that a determination is made pursuant to Section
      4(b) of this Article IX that the Indemnitee is not entitled to
      indemnification under this Article IX, (A) the Indemnitee shall be
      entitled to seek an adjudication of his entitlement to such
      indemnification either, at the Indemnitee's sole option, in (x) an
      appropriate court of the State of Colorado or any other court of competent
      jurisdiction or (y) an arbitration to be conducted by three arbitrators
      (or, if the dispute involves less than $100,000, by a single arbitrator)
      pursuant to the rules of the American Arbitration Association; (B) any
      such judicial proceedings or arbitration shall be DE NOVO and the -- ----
      Indemnitee shall not be prejudiced by reason of such adverse
      determination; and (C) in any such judicial proceeding or arbitration the
      Corporation shall have the burden of proof that the Indemnitee is not
      entitled to indemnification under this Article IX.

            (ii) If a determination shall have been made or deemed to have been
      made, pursuant to Section 4(b) or (c) of this Article IX, that the
      Indemnitee is entitled to indemnification, the Corporation shall be
      obligated to pay the amounts constituting such indemnification within five
      days after such determination has been made or deemed to have been made
      and shall be conclusively bound by such determination, unless (A) the
      Indemnitee misrepresented or failed to disclose a material fact in making
      the request for indemnification or in the Supporting Documentation or (B)
      such indemnification is prohibited by law, in either case as finally
      determined by adjudication or, at the Indemnitee's sole option,
      arbitration (as provided in Section 4(d)(i) of this Article IX). In the
      event that (C) advancement of expenses is not timely made pursuant to
      Section 4(a) of this Article IX or (D) payment of indemnification is not
      made within five days after a determination of entitlement to
      indemnification has been made or deemed to have been made pursuant to
      Section 4(b) or (c) of this Article IX, the Indemnitee shall be entitled
      to seek judicial enforcement of the Corporation's obligation to pay to the
      Indemnitee such advancement of expenses or indemnification.
      Notwithstanding the foregoing, the Corporation may bring an action, in an
      appropriate court in the State of Colorado or any other court of competent
      jurisdiction, contesting the right of the Indemnitee to receive
      indemnification hereunder due to the occurrence of an event described in
      subclause (A) or (B) of this clause (ii) (a "Disqualifying Event"),
      PROVIDED, HOWEVER, that if the Indemnitee shall elect, at his sole option,
      that such dispute shall be determined by arbitration (as provided in
      Section 4(d)(i) of this Article IX), the Corporation shall proceed by such
      arbitration. In any such enforcement or other proceeding or action in
      which whether a Disqualifying Event has occurred is an issue, the
      Corporation shall have the burden of proving the occurrence of such
      Disqualifying Event.



                                       -18-
<PAGE>

            (iii) The Corporation shall be precluded from asserting in any
      judicial proceeding or arbitration commenced pursuant to this Section 4(d)
      that the procedures and presumptions of this Article IX are not valid,
      binding and enforceable and shall stipulate in any such court or before
      any such arbitrator or arbitrators that the Corporation is bound by all
      the provisions of this Article IX.

            (iv) In the event that the Indemnitee, pursuant to this Article IX,
      seeks a judicial adjudication of or an award in arbitration to enforce his
      rights under, or to recover damages for breach of, this Article IX, or is
      otherwise involved in any adjudication or arbitration with respect to his
      right to indemnification, the Indemnitee shall be entitled to recover from
      the Corporation, and shall be indemnified by the Corporation against, any
      expenses actually and reasonably incurred by him if the Indemnitee
      prevails in such judicial adjudication or arbitration. If it shall be
      determined in such judicial adjudication or arbitration that the
      Indemnitee is entitled to receive part but not all of the indemnification
      or advancement of expenses sought, the expenses incurred by the Indemnitee
      in connection with such judicial adjudication or arbitration shall be
      prorated accordingly.

            (e) DEFINITIONS. For purposes of this Section 4:

            (i) "Change in Control" means a change in control of the ultimate
      corporate parent of the Corporation of a nature that would be required to
      be reported in response to Item 6(e) of Schedule 14A of Regulation l4A
      promulgated under the Securities Exchange Act of 1934 (the "Act"), as such
      item was in effect on November 1, 1992, whether or not the Corporation is
      then subject to such reporting requirement; provided that, without
      limitation, such a change in control shall be deemed to have occurred if
      (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the
      Act) is or becomes the "beneficial owner" (as defined in Rule l3d-3 under
      the Act), directly or indirectly, of securities of the Corporation
      representing 20 percent or more of the combined voting power of the
      Corporation's then outstanding securities without the prior approval of at
      least two-thirds of the members of the Board of Directors in office
      immediately prior to such acquisition; (B) the Corporation is a party to a
      merger, consolidation, sale of assets or other reorganization, or a proxy
      contest, as a consequence of which members of the Board of Directors in
      office immediately prior to such transaction or event constitute less than
      a majority of the Board of Directors thereafter; or (C) during any period
      of two consecutive years, individuals who at the beginning of such period
      constituted the Board of Directors (including for this purpose any new
      director whose election or nomination for election by the Corporation's
      shareholders was approved by a vote of at least two-thirds of the
      directors then still in office who were directors at the beginning of such
      period) cease for any reason to constitute at least a majority of the
      Board of Directors.

            (ii) "Disinterested Director" means a director of the Corporation
      who is not or was not a material party to the Proceeding in respect of
      which indemnification is sought by the Indemnitee.



                                       -19-
<PAGE>

            (iii) "Independent Counsel" means a law firm or a member of a law
      firm that neither presently is, nor in the past five years has been,
      retained to represent: (A) the Corporation or the Indemnitee in any matter
      or (B) any other party to the Proceeding giving rise to a claim for
      indemnification under this Article IX. Notwithstanding the foregoing, the
      term "Independent Counsel" shall not include any person who, under the
      applicable standards of professional conduct then prevailing under the law
      of the State of Colorado, would have a conflict of interest in
      representing either the Corporation or the Indemnitee in an action to
      determine the Indemnitee's rights under this Article IX.

      Section 5. ACTS OF DISINTERESTED DIRECTORS. Disinterested Directors
considering or acting on any indemnification matter under this Article IX or
otherwise may consider or take action as the Board of Directors or may consider
or take action as a committee or individually or otherwise. In the event
Disinterested Directors consider or take action as the Board of Directors,
one-third of the total number of directors shall constitute a quorum.

      Section 6. SEVERABILITY. If any provision or provisions of this Article IX
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Article IX (including, without limitation, all portions of any paragraph of
this Article IX containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this Article IX (including, without limitation, all
portions of any paragraph of this Article IX containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

                                   ARTICLE X

                                   FISCAL YEAR

      The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

                                   ARTICLE XI

                                      SEAL

      The Board of Directors shall provide a corporate seal, which shall be
circular in form and bear the name of the Corporation and the words and figures
denoting its organization under the laws of the State of Colorado and the year
thereof.



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<PAGE>

                                   ARTICLE XII

                                   AMENDMENTS

      Except as otherwise provided in the Certificate of Incorporation, these
By-Laws may be amended or repealed, or new By-Laws may be adopted only by action
of not less than the holders of a majority of the shares of stock outstanding
and entitled to vote thereon or a majority of the entire Board of Directors.



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