BY-LAWS OF

                               ECLIPSE CORPORATION
                                
                  AMENDMENT 4 - RESTATEMENT OF JANUARY 15, 1997



     The By-laws of Eclipse  Corporation are restated,  amended and readopted as
follows:



                               ARTICLE I - OFFICES

     Section 1. The principal office of the Corporation in the State of Colorado
shall be located in the City of Colorado  Springs,  County of El Paso,  State of
Colorado.  The  Corporation may have such other offices either within or without
the State of Colorado as the Board of Directors may designate or as the business
of the Corporation may require from time to time.

     Section 2. The registered  office of the Corporation shall be designated in
the Articles of Incorporation or amendments thereof.


                            ARTICLE II - SHAREHOLDERS

Section 1 - Annual Meetings

     The annual meeting of the shareholders of the Corporation, unless otherwise
prescribed by statue, shall be called by the President or by the Directors,  and
shall be called by the  President at the request of the holders of not less than
ten percent (10%) of all the outstanding  shares of the Corporation  entitled to
vote  at the  meeting  for  the  purpose  of  electing  directors  and  for  the
transaction of such other business as may come before the meeting.

Section 2 - Special Meetings

     Special  meetings of the  shareholders  for any purpose or purposes  unless
otherwise  prescribed  by statute may be called by the Board of  Directors or by
the  President  and shall be called by the President or Secretary at the written
request of the holders of ten percent (10%) of the shares then  outstanding  and
entitled to vote at the meeting.

Section 3 - Place of Meetings

     All meetings of shareholders  shall be held at the principal  office of the
Corporation  or at such other  place as shall be  designated  in the  notices or
waivers of notice of such meetings.

Section 4 - Notice of Meetings

     Written notice stating the place, date, and hour of the meeting and in case
of a special  meeting,  the purpose or purposes for which the meeting is called,
shall,  unless otherwise  prescribed by statute,  be delivered not less than ten
(10) nor more  than  fifty  (50)  days  before  the date of the  meeting  either
personally  or by mail by or at the  direction of the President or the Secretary
or the  officer or other  persons  calling the  meeting to each  shareholder  of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited  in the United  States Mail  addressed  to the
shareholder  at his  address as it appears  in the stock  transfer  books of the
Corporation  with postage  thereon  prepaid unless said  shareholder  shall have
previously  filed with the Secretary of the  Corporation a written  request that
notices  intended  for him be mailed to some other  address,  in which case,  it
shall be mailed to the address  designated in such request.  If three successive
letters  mailed to the last  known  address  of any  shareholder  of record  are
returned  as  undeliverable,  no further  notices to such  shareholder  shall be
necessary,   until  another  address  for  shareholder  is  made  known  to  the
corporation.

Section 5 - Closing of Transfer Books or Fixing of Record Date

     For the  purpose of  determining  shareholders  entitled to notice of or to
vote  at  any  meeting  of  shareholders  or at  any  adjournment  thereof,  the
shareholders  entitled to receive payment of any dividends or in order to make a
determination  of  shareholders  for any  other  proper  purpose,  the  Board of
Directors of the  Corporation may provide that the stock transfer books shall be
closed for a stated  period,  but not to exceed in any case fifty (50) days. The
stock transfer book shall be closed for the purpose of determining  shareholders
entitled  to  notice of or to vote at a meeting  of  shareholders  and such book
shall be closed for at least ten (10) days  immediately  preceding such meeting.
In lieu of closing the stock  transfer  book,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders.
Such date in any case  shall be not more than fifty (50) days and in the case of
a meeting of the shareholders,  not less than ten (10) days prior to the date on
which the particular event requiring such determination of shareholders is to be
taken.  If the stock  transfer  books are not closed and no record date is fixed
for the  determination  of  shareholders  entitled  to notice of or to vote at a
meeting  of  shareholders  or  shareholders  entitled  to  receive  payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors  declaring such dividend is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such   determination  of
shareholders.  When a determination of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

Section 6 - Voting Record

     The officer or agent having charge of the stock  transfer  books for shares
of the Corporation shall make a complete record of the shareholders  entitled to
vote at each meeting of the shareholders,  or any adjournment thereof,  arranged
in  alphabetical  order with the  address of and number of shares  held by each.
Such record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder  during the whole time
of the meeting for the purposes thereof.

Section 7 - Quorum

     One-third of the outstanding  shares of the  Corporation  entitled to vote,
represented  in person or by proxy,  shall  constitute  a quorum at a meeting of
shareholders.  If less than one-third of the outstanding  shares are represented
at a meeting,  a majority of the shares so  represented  may adjourn the meeting
from time to time without further notice.  At such adjourned  meeting at which a
quorum shall be present or  represented,  any business may be  transacted  which
might  have  been  transacted  at  the  meeting  as  originally   noticed.   The
shareholders  present at a duly  organized  meeting  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to leave less than a quorum.

Section 8 - Proxies

     At all meetings of  shareholders,  a  shareholder  may vote in person or by
proxy  executed  in  writing  by  a  shareholder  or  by  his  duly   authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven (11) months from the date of the substitution  unless otherwise  provided
in the proxy.

Section 9 - Voting

     Except  as  otherwise  provided  by the  Articles  of  Incorporation,  each
outstanding  share  entitled  to vote  shall be  entitled  to one vote upon each
matter  submitted  to a vote at a meeting  of the  shareholders  ,and  except as
otherwise provided by statute or by the Articles of Incorporation, any corporate
actions  shall be  authorized  by a  majority  of  votes  cast at a  meeting  of
shareholders by the holder of the shares entitled to vote thereon.

Section 10 - No Cumulative Voting.

There shall be no cumulative voting of shares.

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - General Powers

     The business and affairs of the  Corporation  shall be managed by its Board
of Directors.

Section 2 - Number, Tenure and Qualifications

     The number of the directors of the Corporation shall be five (5) unless and
until  otherwise  determined  by vote  of a  majority  of the  entire  Board  of
Directors.

     Except  as  may  otherwise  be  provided  herein  or  in  the  Articles  of
Incorporation,  the members of the Board of  Directors of the  Corporation,  who
need not be shareholders,  shall be elected by a majority of the votes cast at a
meeting  of  shareholders,  by the  holders  of shares  entitled  to vote in the
election.

     Each  director  shall  hold  office  until the next  annual  meeting of the
shareholders or until his successor shall have been elected and qualified.

Section 3 - Regular Meetings

     The regular  meetings of the Board of Directors shall be held without other
notice  than this by-law  immediately  after and at the same place as the annual
meeting of  shareholders.  The Board of Directors may provide by resolution  the
time and place, either within or without the State of Colorado,  for the holding
of  additional  regular  meetings  without  other  notice than such  resolution;
provided,  however,  that in case of any regular meeting,  notice of such action
shall be given to each  director who was absent  within the time provided and in
the manner set forth in Section 5 of this  Article  III with  respect to special
meetings,  unless such notice shall be waived in the manner set forth in Section
4 of this Article III.

Section 4 Special Meetings

     Special  meetings  of the  Board of  Directors  may be  called by or at the
request of the President or any two directors.  The person or persons authorized
to call  special  meetings of the Board of Directors  may fix any place,  either
within or without  the State of  Colorado,  as a place for  holding  any special
meeting of the Board of Directors  may fix any place,  either  within or without
the State of Colorado,  as a place for holding any special  meeting of the Board
of Directors called by them.

Section 5 - Notice

     Notice  of any  special  meeting  shall  be  given  at  least  two (2) days
previously  thereto by written  notice  delivered  personally  or mailed to each
director at his business address or by telegram. If mailed, such notice shall be
deemed to be delivered  when  deposited  in the United  States Mail so addressed
with postage thereon prepaid. If notice is given by telegram,  such notice shall
be deemed to be  delivered  when the  telegram  is  delivered  to the  telegraph
company.  Any  director may waive notice of any  meeting.  The  attendance  of a
director at a meeting shall constitute a waiver of notice of such meeting except
where a director  attends a meeting for the express  purpose of objection to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
special  meeting of the Board of  Directors  need be  specified in the notice or
waiver of notice of such meeting.

Section 6 - Quorum

     The majority of the number of directors  fixed by Section 2 of this Article
III shall  constitute a quorum for the transaction of business at any meeting of
the Board of Directors,  but if less than such majority is present at a meeting,
a majority of the  directors  present may adjourn the meeting  from time to time
without further notice.

Section 7 - Manner of Acting

     The action of the majority of the directors present at a meeting at which a
quorum  is  present  shall  be the act of the  Board  of  Directors,  and at all
meetings of the Board of Directors, each director present shall have one vote.

Section 8 - Action Without a Meeting

     The action required or permitted to be taken by the Board of Directors in a
meeting may be taken without a meeting if a consent in writing setting forth the
action so taken shall be signed by all of the directors.

Section 9 - Vacancies

     Any  vacancy  occurring  in the  Board of  Directors  may be  filled by the
affirmative  vote of a majority of the remaining  directors,  though less than a
quorum of the Board of Directors.  A director elected to fill a vacancy shall be
elected for the unexpired term of his  predecessor in office.  Any  directorship
filled by reason of an  increase  in the  number of  directors  may be filled by
election by the Board of Directors  for a term of office  continuing  only until
the next election of directors by the shareholders.

Section 10 - Compensation

     By  resolution  of the Board of  Directors,  each  director may be paid his
expenses,  if any, of  attendance  at each meeting of the Board of Directors and
may be paid a stated salary as a director or a fixed sum for  attendance at each
meeting of the Board of Directors or both. No such payments  shall  preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor.

Section 11 - Removal

     Any  director  may be  removed,  with or without  cause,  at anytime by the
shareholders at a special meeting of the shareholders called for that purpose.

Section 12 - Presumption of Assent

     If a director  is present at a meeting of the Board of  Directors  at which
action or any corporate matter is taken he shall be presumed to have assented to
the action  taken  unless  the  dissent  shall be entered in the  minutes of the
meeting or unless he shall file his  written  dissent  to such  action  with the
person acting as the Secretary of the meeting before the adjournment  thereof or
shall  forward  such  dissent  by  registered  mail  to  the  Secretary  of  the
Corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 13 - Chairman; Committees

     At a meeting of the Board of Directors,  the Chairman of the Board, if any,
and if  present,  shall  preside.  If there  shall be no Chairman or he shall be
absent,  then the  President  shall  preside,  and in his absence,  the Chairman
chosen by the directors shall preside.

     The Board of Directors,  by resolution  adopted by a majority of the entire
Board,  may from time to time  designate  from among its  members  an  executive
committee and such other committees, and alternate members thereof, as they deem
desirable,  each  consisting  of three or more  members,  with such  powers  and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall serve at the pleasure of the Board.

Section 14 - Contracts

     No contract or other  transaction  between this  Corporation  and any other
corporation shall be impaired,  affected, or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other  corporation,  provided  that such facts are
disclosed or made known to the Board of Directors. Any director,  personally and
individually,  may be a  party  to or  may be  interested  in  any  contract  or
transaction of this  Corporation,  and no director shall be liable in any way by
reason of such interest, provided that the fact of such interest be disclosed or
made known to the Board of  Directors,  and provided that the Board of Directors
shall authorize, approve or ratify such contract or transaction by the vote (not
counting   the  vote  of  any  such   director)  of  a  majority  of  a  quorum,
notwithstanding  the presence of any such  director at the meeting at which such
action is taken.  Such director or directors may be counted in  determining  the
presence of a quorum at such  meeting.  This  section  shall not be construed to
impair or  invalidate  or in any way affect any  contract  or other  transaction
which would  otherwise  be valid under the law  (common,  statutory or otherwise
applicable thereto).


                              ARTICLE IV - OFFICERS

Section 1 - Number

     The  officers of the  Corporation  shall be a  President,  one or more Vice
Presidents  (the number thereof to be determined by the Board of  Directors),  a
Secretary,  and a  Treasurer,  each of whom  shall be  elected  by the  Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of  Directors.  Any two or more offices
may be held by the same person, except the offices of President and Secretary.

Section 2 - Election and Term of Office

     The  officers of the  Corporation  to be elected by the Board of  Directors
shall be elected  annually by the Board of Directors at the first meeting of the
Board of Directors  held after each annual meeting of the  shareholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as  conveniently  may be. Each officer shall hold office
until his successor  shall have been duly elected and shall have  qualified,  or
until his  death,  or until he shall  resign or shall  have been  removed in the
manner hereinafter provided.

Section 3 - Removal

     Any officer or agent may be removed by the Board of  Directors  whenever in
its judgment the best interest of the Corporation  will be served thereby.  Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or  appointment of an officer or agent shall not in and of
itself create contract rights.

Section 4 - Vacancies

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification  or otherwise  may be filled by the Board of Directors  for the
unexpired portion of the term.

Section 5 - President

     The President shall be principal, executive officer of the Corporation, and
subject to the control of the Board of Directors,  shall, in general,  supervise
and control  all of the  business  affairs of the  Corporation.  He shall,  when
present,  preside  at all  meetings  of the  shareholders  and of the  Board  of
Directors unless a Chairman of the Board has been elected.  He may sign with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of  Directors,  certificates  for the shares of the  Corporation,  any
deeds,  mortgages,  bonds,  contracts,  or other  instruments which the Board of
Directors has  authorized to be executed,  except in cases where the signing and
execution  thereof shall be expressly  delegated by the Board of Directors or by
the  By-laws  to some  other  officer  or agent of the  Corporation  or shall be
required by law to be  otherwise  signed and  executed  and,  in general,  shall
perform all duties  incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.

Section 6 - Vice President

     In the absence of the President or in the event of his death,  inability or
refusal to act, the Vice  President (or in the event there is more than one Vice
President,  the Vice  President  in the  order  designated  at the time of their
election,  or in the  absence  of any  designation,  then in the  order of their
election,  or in the  absence  of any  designation,  then in the  order of their
election)  shall perform the duties of the  President,  and when so acting shall
have all of the  powers of and be subject  to all of the  restrictions  upon the
President.  Any Vice  President  may sign with the  Secretary  or any  Assistant
Secretary  certificates for the shares of the Corporation and shall perform such
other duties as from time to time may be assigned to him by the  President or by
the Board of Directors.

Section 7 - Secretary

     The  Secretary  shall:  (a)  keep the  minutes  of the  proceedings  of the
shareholders  and of the Board of  Directors  in one or more books  provided for
that  purpose;  (b) see that all notices are duly given in  accordance  with the
provisions  of these  By-laws or as required by law; (c) be the custodian of the
corporate  records and of the seal of the  Corporation  and see that the seal of
the Corporation is affixed to all documents, and execution of which on behalf of
the Corporation under its seal is duly authorized;

     (d) keep a register of the post office  address of each  shareholder  which
shall be  furnished  to the  Secretary  by such  shareholder;  (e) sign with the
President or Vice  President  certificates  for shares of the  Corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
Corporation;  and (g) in general,  perform all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

Section 8 - Treasurer

     The Treasurer  shall: (a) have charge and custody of and be responsible for
all funds and  securities of the  Corporation  (b) receive and give receipts for
monies due and all such  monies in the name of the  Corporation  in such  banks,
trust  companies or other  depositories  as shall be selected in accordance with
the provisions of Article V of these By-laws; and (c) in general, perform all of
the duties  incident  to the office of  Treasurer  and perform all of the duties
incident to the office of  Treasurer  and such other duties as from time to time
may be  assigned  to him by the  President  or by the  Board  of  Directors.  If
required by the Board of Directors to do so, the  Treasurer  shall give bond for
the  faithful  discharge  of his  duties  in such sum and with  such  surety  or
sureties as the Board of Directors shall determine.

Section 9 - Assistant Secretaries and Assistant Treasurers

     The Assistant  Secretary,  when  authorized by the Board of Directors,  may
sign with the  President  or a Vice  President  certificates  for  shares of the
Corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors.  The Assistant  Secretary and Assistant  Treasurer shall
respectively, if required by the Board of Directors, give bonds for the faithful
discharge  of their  duties in such sums and with such  sureties as the Board of
Directors shall determine.  The Assistant  Secretaries and Assistant Treasurers,
in general,  shall  perform such duties as assigned to them by the  Secretary or
the Treasurer respectively or by the President or Board of Directors.

Section 10 - Salaries

     The salaries of the officers  shall be fixed from time to time by the Board
of Directors,  and no officer shall be prevented  from  receiving such salary by
reason of the fact that he is also a director of the Corporation.



                          ARTICLE V - CONTRACTS, LOANS
                                  AND DEPOSITS

Section 1 - Contracts

     The Board of Directors  may  authorize  any officer or  officers,  agent or
agents to enter into any contract or execute and deliver any  instrument  in the
name of and on behalf of the  Corporation,  and such authority may be general or
confined to specific instances.

Section 2 - Loans

     No loan shall be contracted on behalf of the Corporation and no evidence of
indebtedness  shall be issued in its name unless  authorized  by a resolution of
the Board of  Directors.  Such  authority may be general or confined to specific
instances.

Section 3 - Checks, Drafts, Etc.

     All checks,  drafts,  or other  orders of the payment of money,  notes,  or
other evidences of indebtedness  issues in the name of the Corporation  shall be
signed by such officer or officers,  agent or agents of the  Corporation  and in
such manner as shall from time to time be  determined by resolution of the Board
of Directors.

Section 4 - Deposits

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation at such banks, trust companies, or
other depositories as the Board of Directors may select.


                       ARTICLE VI - CERTIFICATES OF SHARES
                               AND THEIR TRANSFER

Section 1 - Certificates for Shares

     Certificates  representing  shares of the Corporation shall be in such form
as shall be  determined by the Board of Directors.  Such  certificates  shall be
signed by the Chairman of the Board,  the President,  or a Vice President and by
the Secretary or an Assistant  Secretary and sealed with the Corporate seal or a
facsimile thereof.  The signatures of such officers upon the certificates may be
facsimiles if the  certificate is manually  signed on behalf of a transfer agent
or registrar  other then the  Corporation  itself or one of its employees.  Each
certificate for shares shall be consecutively  numbered or otherwise identified.
The name and  address of the person to whom the shares  represented  thereby are
issued with the number of shares and date of issue shall be entered on the stock
transfer  books  of  the  Corporation.   All  certificates  surrendered  to  the
Corporation  for  transfer  shall be canceled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered and canceled.  Except in the case of a lost, destroyed, or mutilated
certificate,  a new one may be issued  therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

Section 2 - Transfer of Shares

     Transfer  of  shares  of the  Corporation  shall be made  only on the stock
transfer books of the Corporation by the older of record thereof or by his legal
representative  who shall furnish proper evidence of authority to transfer or by
his attorney  thereunto  authorized by power of attorney duly executed and filed
with the Secretary of the Corporation  and on surrender for  cancellation to the
certificate for such shares.  The person whose name shares stand on the books of
the  Corporation  shall be deemed by the Corporation to be owner thereof for all
purposes.


                            ARTICLE VII - FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time subject to applicable law.


                            ARTICLE VIII - DIVIDENDS

     The Board of Directors  may from time to time  declare and the  Corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and consistent resolution by the Board of Directors.


                           ARTICLE IX - CORPORATE SEAL

     The Corporate  seal shall be in such form as shall be approved from time to
time by the Board of Directors.


                          ARTICLE X - WAIVER OF NOTICE

     Whenever any notice is required to be given to any  shareholder or director
of the Corporation under the provisions of these By-laws or under the provisions
of the Articles of  Incorporation  or under the provisions of the statues of the
State of Colorado,  a waiver  thereof in writing signed by the person or persons
entitled to such notice,  whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                             ARTICLE XI - AMENDMENTS

Section 1 - By Shareholders

     All By-laws of the  Corporation  shall be subject to  alteration or repeal,
and new  By-laws  may be  made by a  majority  vote of the  shareholders  at any
regular or special meeting.

Section 2 - By Directors

     The Board of Directors shall have power to make, adopt,  alter,  amend, and
repeal from time to time the By-laws of the Corporation;  provided however, that
the  shareholders  entitled to vote with  respect  thereto as in this Article XI
above  provided  may  alter,  amend,  or  repeal  By-laws  made by the  Board of
Directors,  except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders  or of the Board of Directors,  or to change
any  provisions  of the By-laws  with respect to the removal of directors or the
filing of vacancies in the Board resulting form the removal by the shareholders.
If any By-laws  regulating  an  impending  election of  directors  are  adopted,
amended, or repealed by the Board of Directors,  there shall be set forth in the
notice of the next meeting of  shareholders  for the election of directors,  the
By-law so adopted,  amended,  or repealed,  together with a concise statement of
the changes made.


                             ARTICLE XII - INDEMNITY

     Any person made a party to any action, suit, or proceeding by reason of the
fact that he as  testator  or  intestate  representative,  is or was a director,
officer, or employee of the Corporation or of any corporation in which he served
as  such  at  the  request  of  the  Corporation  shall  be  indemnified  by the
Corporation against the reasonable expenses, including attorney fees, actual and
necessary, incurred by him in connection with the defense of such action, suits,
or proceedings,  or in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit, or proceeding, or
in connection with any appeal therein that such officer,  director,  or employee
is liable for negligence or misconduct in the  performance  of his duties.  Such
indemnification  shall be  consistent  with the  provisions  of the  Articles of
Incorporation of the Corporation.

     The amount of  indemnity  to which any officer or director  may be entitled
shall be fixed by the Board of Directors, except that in the case where there is
no disinterested  majority of the Board available,  the amount shall be fixed by
an arbitration  pursuant to the then existing rules of the American  Arbitration
Association.  The  undersigned  certifies  that the foregoing  By-laws have been
adopted  as the  first  By-laws  of  the  Corporation  in  accordance  with  the
requirements of the statutes of the State of Colorado.



     Dated this _____ day of ____________________, 19___.


                              _________________________________
                                          Secretary