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                                     BYLAWS OF 
                             NORDSTROM CREDIT, INC. 
 
 
                                    ARTICLE I 
                                     Offices 
 
     The principal place of business of the corporation in the state of 
Colorado shall be located at 13531 East Caley, Englewood, Colorado 
80111.  The corporation may have such other offices, either within or 
without the state as the Board of Directors may designate or as the 
business of the corporation may require from time to time. 
 
     The registered office of the corporation required by the Colorado 
Business Corporation Act to be maintained in the state of Colorado may 
be, but need not be, identical with the principal office in the state of 
Colorado, and the address of the registered office and the registered 
agent may be changed from time to time by the Board of Directors or by 
officers designated by the Board of Directors upon filing a statement as 
specified by law in the Office of the Secretary of State of Colorado.  
The initial registered office and registered agent are as specified in 
the Articles of Incorporation. 
 
                                  ARTICLE II 
                                 Shareholders 
 
     Section 1.  Annual Meetings.  The annual meeting of the 
shareholders shall be held on the third Tuesday in the month of May in 
each year at the hour of two o'clock p.m., or any other times as fixed 
by action of the shareholders, for the purpose of electing directors and 
the transaction of such other business as may come before the meeting.  
If the day fixed for the annual meeting shall be a legal holiday in the 
state of Colorado, such meeting shall be held on the next succeeding 
business day.  If the election of directors shall not be held on the day 
designated herein for any annual meeting of the shareholders, or at any 
adjournment thereof, the Board of Directors shall cause the election to 
be held at a special meeting of the shareholders as soon thereafter as 
conveniently may be. 
 
     Section 2.  Special Meetings.  Special meetings of the 
shareholders, for any purpose or purposes, unless otherwise prescribed 
by statute, may be called by the President or by the Board of Directors, 
or the holders of not less than one-tenth of all outstanding shares of 
the corporation entitled to vote at the meeting. 
 
     Section 3.  Place of Meeting.  The Board of Directors may designate 
any place, either within or without the state of Colorado, as the place 
of meeting for any annual meeting or for any special meeting called by 
the Board of Directors.  A waiver of notice signed by all shareholders 
entitled to vote at a meeting may designate any place, either within or 
without the state of Colorado, as the place for the holding of such 
meeting.  If no designation is made, or if a special meeting be 
otherwise called, the place of meeting shall be 1501 Fifth Avenue, 
Seattle, Washington 98101. 
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     Section 4.  Notice of Meetings.  Written notice stating the place, 
day 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 nor more 
than fifty 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 
persons calling the meeting, to each shareholder of record entitled to 
vote at such meeting; except that (i) if the authorized shares are to be 
increased, at least thirty days' notice shall be given, and (ii) when it 
is proposed that all or substantially all of the property and assets of 
the corporation be sold, leased, exchanged or otherwise disposed of 
other than in the usual course of business or other than in liquidation 
(but not by way of mortgage or pledge), at least twenty days' notice 
shall be given.  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 on the stock transfer books of the 
corporation, with postage thereon prepaid. 
 
     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 any adjournment thereof, or 
shareholders entitled to receive payment of any dividend, 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 days.  If the stock transfer books shall be closed for 
the purpose of determining shareholders entitled to notice of or to vote 
at a meeting of shareholders, such books shall be closed for at least 
ten days immediately preceding such meeting.  In lieu of closing the 
stock transfer books, 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 to be not more than fifty days and, in case of a meeting of 
shareholders, not less than ten days prior to the date on which the 
particular action, requiring such determination of shareholders, is to 
be taken.  If 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 entitled to vote at any meeting of 
shareholders has been made, as provided in this section, such 
determination shall apply to any adjournment thereof. 
 
     Section 6.  Voting Record.  For at least ten days before each 
meeting, the officer or agent having charge of the stock transfer books 
for shares of the corporation shall make and keep on file at the 
registered office of the corporation a complete record of the 
shareholders entitled to vote at that meeting of shareholders or any 
adjournment thereof, arranged in alphabetical order, with the address of 
and the number of shares held by each.  That record shall be produced 
and kept open at the principal office of the corporation and at the time 
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and place of the meeting and shall be subject to the inspection of any 
shareholder during usual business hours of the corporation and during 
the whole time of the meeting for the purposes thereof. 
 
     Section 7.  Quorum.  A majority 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 a 
majority of 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 the 
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 months from the date 
of its execution, unless otherwise provided in the proxy. 
 
Section 9.  Voting of Shares.  Each outstanding share entitled to vote 
shall be entitled to one vote upon each matter submitted to a vote at a 
meeting of shareholders and, if a quorum is present, the affirmative 
vote of the majority of such shares represented at the meeting shall be 
the act of the shareholders. 
 
     Section 10.  Voting of Shares by Certain Holders.  Shares standing 
in the name of another corporation may be voted by such officer, agent 
or proxy as the Bylaws of such corporation may prescribe, or, in the 
absence of such provision, as the Board of Directors of such corporation 
may determine. 
 
     Shares held by an administrator, executor, guardian or conservator 
may be voted by him, either in person or by proxy, without a transfer of 
such shares into his name.  Shares standing in the name of a trustee may 
be voted by him, either in person or by proxy, but no trustee shall be 
entitled to vote shares held by him without a transfer of such shares 
into his name. 
 
     Shares standing in the name of a receiver may be voted by such 
receiver, and shares held by or under the control of a receiver may be 
voted by such receiver without the transfer thereof into his name if 
authority to do so be contained in an appropriate order of the court by 
which such receiver is appointed. 
 
     A shareholder whose shares are pledged shall be entitled to vote 
such shares until the shares have been transferred into the name of the 
pledgee, and thereafter the pledgee shall be entitled to vote the shares 
so transferred. 
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     Neither shares of its own stock held by the corporation, nor those 
held by another corporation if a majority of the shares entitled to vote 
for the election of directors of such other corporation are held by the 
corporation, shall be voted at any meeting or counted in determining the 
total number of outstanding shares at any given time for purposes of any 
meeting. 
 
     Section 11.  Informal Action by Shareholders.  Any action required 
to be taken at a meeting of the shareholders, or any action which may be 
taken at a meeting of the shareholders, may be taken without a meeting 
if a consent in writing, setting forth the action so taken, is signed by 
all of the shareholders entitled to vote with respect to the subject 
matter thereof.  Such consent may be executed in counterparts and shall 
be effective as of the date of the last signature thereon, unless the 
consent specifies a different effective date.  The record date for 
determining shareholders entitled to take such action is the date the 
first shareholder signs the consent. 
 
                                  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 
directors of this corporation shall be no fewer than three; provided, 
however, that if all outstanding shares are held of record by fewer than 
three shareholders, then there need be only as many directors as there 
are shareholders of record.  Subject to such limitation, the number of 
directors shall be fixed by resolution of the Board of Directors, and 
may be increased or decreased by resolution of the Board of Directors, 
but no decrease shall have the effect of shortening the term of any 
incumbent director.  Each director shall hold office until the next 
annual meeting of shareholders and until his successor shall have been 
elected and qualified, or until removed from office if earlier removed 
with or without cause by affirmative vote of a majority of the 
outstanding shares entitled to vote.  Directors need not be residents of 
the state of Colorado or shareholders of the corporation. 
 
     Section 3.  Regular Meeting.  A regular meeting of the Board of 
Directors shall be held without other notice than this Bylaw 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. 
 
     Section 4.  Special Meetings.  Special meetings of the Board of 
Directors or any committee designated by 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 the place for holding any special meeting of the Board of 
Directors called by them. 
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     Section 5.  Notice.  Notice of any special meeting shall be given 
at least two 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 be 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 objects, at the beginning of the 
meeting, to the holding of the meeting or the transacting of business at 
the meeting.  Neither the business to be transacted at, nor the purpose 
of, any regular or special meeting of the Board of Directors need be 
specified in the notice or waiver of notice of such meeting. 
 
     Section 6.  Quorum.  A 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 act of the majority of the 
directors present at a meeting at which a quorum is present shall be the 
act of the Board of Directors. 
 
     Section 8.  Action Without a Meeting.  Any action that may be taken 
by the Board of Directors at 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.  Removal.  Any director or the entire Board of Directors 
may be removed, with or without cause, by affirmative vote of a majority 
of the outstanding shares entitled to vote at a meeting of shareholders 
called expressly for that purpose. 
 
     Section 10.  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 to be 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 the office continuing 
only until the next election of directors by the shareholders. 
 
     Section 11.  Compensation.  Unless and until otherwise provided by 
resolution of the Board of Directors, no salary or fees shall be payable 
to the directors for their services as directors or in connection with 
their attendance at meetings of directors. 
 
     Section 12.  Presumption of Assent.  A director of the corporation 
who is present at a meeting of the Board of Directors at which action on 
any corporate matter is taken shall be presumed to have assented to the 
action taken unless he objects at the beginning of such meeting to the 
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holding of such meeting or the transaction of business at such meeting, 
he contemporaneously requests that his dissent shall be entered in the 
minutes of the meeting, or he shall give his written dissent to such 
action to the person acting as the presiding officer of the meeting 
before the adjournment thereof, or 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.  Telephonic Meetings.  Members of the Board of 
Directors or any committee designated by the Bylaws or appointed by the 
Board of Directors may participate in a meeting of such Board or 
committee by means of a conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can 
hear each other at the same time, and participation by such means shall 
constitute presence in person at a meeting. 
 
                                  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.  In addition, 
the Board of Directors may appoint one or more assistant secretaries and 
assistant treasurers.  Any two or more offices may be held by the same 
person, except the offices of President and Secretary, except that when 
all of the issued and outstanding stock of the corporation is owned of 
record by one shareholder, one person may hold all or any combination of 
offices. 
 
     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 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.  Resignation or Removal.  Any officer or agent may be 
removed, with or without cause, by the Board of Directors, whenever in 
its judgment, the best interests of the corporation will be served 
thereby, but 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 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 have general 
supervision and control over the business and affairs of the corporation 
subject to the authority of the Board of Directors.  He may sign, with 
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the Secretary or any other proper officer of the corporation thereunto 
authorized by the Board of Directors, certificates for 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 these Bylaws to some 
other officer or agent of the corporation, or shall be required by law 
to be otherwise signed or executed; he may sign any and all documents in 
the ordinary course of business with or without the signature of a 
second corporate officer; 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.  The Vice President.  In the absence of the President or 
in the event of his death, inability or refusal to act, the Executive 
Vice President, if one is designated, and otherwise the Vice Presidents 
in the order designated at the time 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 the 
powers of and be subject to all the restrictions upon the President.  
Any Vice President may sign, with the Secretary or an Assistant 
Secretary, certificates for 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.  The 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 
Bylaws or as required by law; (c) be 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 the 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 shareholders; (e) sign with the 
President, or a Vice President, certificates for shares of the 
corporation, or contracts, deeds or mortgages the issuance or execution 
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 subject to the authority delegated to a transfer agent or 
registrar if appointed; 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.  The 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 payable to 
the corporation from any source whatsoever, and deposit 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 VI of these Bylaws; and (c) in general 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, the Treasurer shall 
<PAGE>
give a 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 Secretaries, when authorized by the Board of Directors, may 
sign with the President or a Vice President certificates for shares of 
the corporation or contracts, deeds or mortgages for the issuance or 
execution of which shall have been authorized by a resolution of the 
Board of Directors.  The Assistant Treasurers shall respectively, if 
required by the Board of Directors, give bonds for the faithful 
discharge of their duties in such sum and with such surety or sureties 
as the Board of Directors shall determine.  The Assistant Secretaries 
and Assistant Treasurers, in general, shall perform such duties as shall 
be assigned to them by the Secretary or the Treasurer, respectively, or 
by the President or the Board of Directors. 
 
     Section 10.  Compensation.  The compensation 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.  Election or appointment of an 
officer shall not of itself create a contractual right to compensation 
for services performed as such officer. 
 
                                   ARTICLE V 
                               Executive Committee 
 
     Section 1.  Appointment.  The Board of Directors by resolution 
adopted by a majority of the full Board, may designate two or more of 
its members to constitute an Executive Committee.  The designation of 
such committee and the delegation thereto of authority shall not operate 
to relieve the Board of Directors, or any member thereof, of any 
responsibility imposed by law. 
 
     Section 2.  Authority.  The Executive Committee, when the Board of 
Directors is not in session, shall have and may exercise all of the 
authority of the Board of Directors except to the extent, if any, that 
such authority shall be limited by the resolution appointing the 
Executive Committee and except also that the Executive Committee shall 
not have the authority to do any of the following:  (i) declare 
dividends or distributions; (ii) approve or recommend to shareholders 
actions or proposals required by the Colorado Business Corporation Act 
to be approved by shareholders; (iii) fill vacancies on the Board of 
Directors or any committee thereof; (iv) amend these Bylaws; (v) approve 
a plan of merger not requiring shareholder approval; (vi) reduce earned 
or capital surplus; (vii) authorize or approve the reacquisition of 
shares unless pursuant to a general formula or method specified by the 
Board of Directors; or (viii) authorize or approve the issuance or sale 
of or any contract to issue or sell shares, or designate the terms of a 
series of a class of shares, except that the Board of Directors, having 
acted regarding general authorization for the issuance or sale of shares 
or any contract therefor and, in the case of a series, the designation 
thereof, may, pursuant to a general formula or method specified by the 
Board by resolution or by adoption of a stock option or other plan, 
authorize a committee to fix the terms of any contract for the sale of 
<PAGE>
the shares and to fix the terms upon which such shares may be issued or 
sold, including, without limitation, the price, the dividend rate, 
provisions for redemption, sinking fund, conversion or voting or 
preferential rights, and provision for other features of a class of 
shares or a series of a class of shares, with full power in such 
committee to adopt any final resolution setting forth all terms thereof 
and to authorize the statement of the terms of a series for filing with 
the Secretary of State under the Colorado Business Corporation Act. 
 
     Section 3.  Tenure and Qualifications.  Each member of the 
Executive Committee shall hold office until the next regular annual 
meeting of the Board of Directors following his designation and until 
his successor is designated as a member of the Executive Committee and 
is elected and qualified. 
 
     Section 4.  Meetings.  Regular meetings of the Executive Committee 
may be held without notice at such times and places as the Executive 
Committee may fix from time to time by resolution.  Special meetings of 
the Executive Committee may be called by any member thereof upon not 
less than one day's notice stating the place, date and hour of the 
meeting, which notice may be written or oral, and if mailed, shall be 
deemed to be delivered when deposited in the United States mail 
addressed to the member of the Executive Committee at his business 
address. Any member of the Executive Committee may waive notice of any 
meeting and no notice of any meeting need be given to any member thereof 
who attends in person.  The notice of a meeting of the Executive 
Committee need not state the business proposed to be transacted at the 
meeting. 
 
     Section 5.  Quorum.  A majority of the members of the Executive 
Committee shall constitute a quorum for the transaction of business at 
any meeting thereof and action of the Executive Committee must be 
authorized by the affirmative vote of a majority of the members present 
at a meeting at which a quorum is present. 
 
     Section 6.  Action Without a Meeting.  Any action that may be taken 
by the Executive Committee at 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 members of the Executive Committee. 
 
     Section 7.  Vacancies.  Any vacancy in the Executive Committee may 
be filled by a resolution adopted by a majority of the full Board of 
Directors. 
 
     Section 8.  Resignations and Removal.  Any member of the Executive 
Committee may be removed at any time with or without cause by resolution 
adopted by a majority of the full Board of Directors.  Any member of the 
Executive Committee may resign from the Executive Committee at any time 
by giving written notice to the President or Secretary of the 
corporation, and unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective. 
 
     Section 9.  Procedure.  The Executive Committee shall elect a 
presiding officer from its members and may fix its own rules of 
<PAGE>
procedure which shall not be inconsistent with these Bylaws.  It shall 
keep regular minutes of its proceedings and report the same to the Board 
of Directors for its information at the meeting thereof held next after 
the proceedings shall have been taken. 
 
                                   ARTICLE VI 
                     Contracts, Loans, Checks 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 loans shall be contracted on behalf of the 
corporation and no evidences 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 for the payment of money, notes or other evidences of 
indebtedness issued in the name of the corporation, shall be signed by 
such 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 in such banks, trust companies or other depositories as the 
Board of Directors may select. 
 
                                 ARTICLE VII 
                  Certificates for 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 
President or a Vice President and by the Treasurer or an Assistant 
Treasurer or by the Secretary or an Assistant Secretary and sealed with 
the corporate seal or a facsimile thereof.  The signatures of such 
officers upon a certificate may be facsimiles if the certificate is 
manually signed on behalf of a transfer agent, or registered by a 
registrar, other than the corporation itself or one of its employees.  
All certificates for shares shall be consecutively numbered or otherwise 
identified.  Each certificate representing shares shall state upon its 
face (a) that the corporation is organized under the laws of the state 
of Colorado, (b) the name of the person to whom issued, (c) the number 
and class of the shares and the designation of the series, if any, that 
the certificate represents, (d) the par value, if any, of each share 
represented by the certificate and (e) any restrictions imposed by the 
corporation upon the transfer of the shares represented by the 
certificate.  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.  
<PAGE>
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 that in 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 holder 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, or with 
its transfer agent, if any, and on surrender for cancellation of the 
certificate for such shares.  The person in whose name shares stand on 
the books of the corporation shall be deemed by the corporation to be 
the owner thereof for all purposes. 
 
                                 ARTICLE VIII 
                                  Fiscal Year 
 
     The fiscal year of the corporation shall begin on the first day of 
February and end on the thirty-first day of January in each year. 
 
                                 ARTICLE IX 
                                  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 its Articles of 
Incorporation. 
 
                                   ARTICLE X 
                                 Corporate Seal 
 
     The Board of Directors shall adopt a corporate seal which shall be 
circular in form and shall have inscribed thereon the name of the 
corporation and the state of incorporation and the words, "Corporate 
Seal." 
 
                                   ARTICLE XI 
                                 Waiver of Notice 
 
     Whenever any notice is required to be given to any shareholder or 
director of the corporation under the provisions of these Bylaws or 
under the provisions of the Articles of Incorporation or under the 
provisions of the Colorado Business Corporation Act, 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 XII 
                                   Amendments 
<PAGE> 
     These Bylaws may be altered, amended or repealed and new Bylaws may 
be adopted by the Board of Directors at any regular or special meeting 
of the Board of Directors. 
 
                                  ARTICLE XIII 
                Indemnification of Directors, Officers, and Others 
 
     Section 1.  Definitions.  As used in this Article XIII, (a) 
"Corporation" includes any domestic or foreign predecessor entity of the 
corporation in a merger, consolidation or other transaction in which the 
predecessor's existence ceased upon consummation of the transaction; (b) 
"Director or officer" means an individual who is or was a director or 
officer of the corporation and an individual who, while a director or 
officer of the corporation, is or was serving at the corporation's 
request as a director, officer, partner, trustee, employee or agent of 
any other foreign or domestic corporation or of any partnership, joint 
venture, trust, other enterprise or employee benefit plan.  A director 
or officer shall be considered to be serving an employee benefit plan at 
the corporation's request if his duties to the corporation also impose 
duties on or otherwise involve services by him to the plan or to 
participants in or beneficiaries of the plan.  "Director or officer" 
includes, unless the context otherwise requires, the estate or personal 
representative of a director or officer; (c) "Expenses" includes 
attorney fees; (d) "Liability" means the obligation to pay a judgment, 
settlement, penalty, fine (including an excise tax assessed with respect 
to an employee benefit plan) or reasonable expense incurred with respect 
to a proceeding; (e) "Official capacity," when used with respect to a 
director or officer, means the office of director or officer in the 
corporation.  "Official capacity" does not include service for any other 
foreign or domestic corporation or for any partnership, joint venture, 
trust, other enterprise, or employee benefit plan; (f) "Party" includes 
an individual who was, is, or is threatened to be made a named defendant 
or respondent in a proceeding; (g) "Proceeding" means any threatened, 
pending, or completed action, suit, or proceeding, whether civil, 
criminal, administrative or investigative and whether formal or 
informal. 
 
     Section 2.  Mandatory Indemnification. 
 
          (a) Except as provided in paragraph (d) of this Section 2, the 
corporation shall indemnify against liability incurred in any proceeding 
an individual made a party to the proceeding because he is or was a 
director or officer if: 
 
(i)  He conducted himself in good faith; 
 
(ii)  He reasonably believed: 
 
   (A) In the case of conduct in his official capacity with the 
corporation, that his conduct was in the corporation's best interests; 
or 
 
   (B) In all other cases, that his conduct was at least not opposed to 
the corporation's best interests; and 
<PAGE> 
(iii)In the case of any criminal proceeding, he had no reasonable cause 
to believe his conduct was unlawful. 
 
                       (b)  A director's or officer's conduct with 
respect to an employee benefit plan for a purpose he reasonably believed 
to be in the interests of the participants in or beneficiaries of the 
plan is conduct that satisfies the requirements of Section 2(a)(ii)(B).  
A director's or officer's conduct with respect to an employee benefit 
plan for a purpose that he did not reasonably believe to be in the 
interests of the participants in or beneficiaries of the plan shall be 
deemed not to satisfy the requirements of Section 2(a)(i). 
 
          (c)     The termination of any proceeding by judgment, order, 
settlement or conviction, or upon a plea of nolo contendere or its 
equivalent, is not of itself determinative that the individual did not 
meet the standard of conduct set forth in paragraph (a) of this Section 
2. 
 
          (d)     The corporation may not indemnify a director or 
officer under this Section 2 either: 
 
     (i)     In connection with a proceeding by or in the right of the 
corporation in which the director or officer was adjudged liable to the 
corporation; or 
 
     (ii)     In connection with any proceeding charging improper 
personal benefit to the director or officer, whether or not involving 
action in his official capacity, in which he was adjudged liable on the 
basis that personal benefit was improperly received by him. 
 
          (e)     Indemnification permitted under this Section 2 in 
connection with a proceeding by or in the right of the corporation is 
limited to reasonable expenses incurred in connection with the 
proceeding. 
 
     Section 3.  Authorization. 
 
          (a)     The corporation shall not indemnify a director or 
officer under Section 2 unless authorized in the specific case after a 
determination has been made that indemnification of the director or 
officer is permissible in the circumstances because he has met the 
standard of conduct set forth in paragraph (a) of Section 2. 
 
           (b)     The determination required to be made by paragraph 
(a) of this Section 3 shall be made: 
 
     (i)     By the Board of Directors by a majority vote of a quorum, 
which quorum shall consist of directors not parties to the proceeding; 
or 
 
     (ii)     If a quorum cannot be obtained, by a majority vote of a 
committee of the Board designated by the Board, which committee shall 
consist of two or more directors not parties to the proceeding; except 
<PAGE>
that directors who are parties to the proceeding may participate in the 
designation of directors for the committee. 
 
           (c)     If the quorum cannot be obtained or the committee 
cannot be established under paragraph (b) of this Section 3, or even if 
a quorum is obtained or a committee designated if such quorum or 
committee so directs, the determination required to be made by paragraph 
(a) of this Section 3 shall be made: 
 
     (i)     By independent legal counsel selected by a vote of the 
Board of Directors or the committee in the manner specified in 
subparagraph (i) or (ii) of paragraph (b) of this Section 3 or, if a 
quorum of the full Board cannot be obtained and a committee cannot be 
established, by independent legal counsel selected by a majority vote of 
the full Board; or 
 
     (ii)     By the shareholders. 
 
          (d)     Authorization of indemnification and evaluation as to 
reasonableness of expenses shall be made in the same manner as the 
determination that indemnification is required; except that, if the 
determination that indemnification is required is made by independent 
legal counsel, authorization of indemnification and evaluation as to 
reasonableness of expenses shall be made by the body that selected said 
counsel. 
 
     Section 4.  Advance Payment. 
 
          (a)     The corporation shall pay for or reimburse the 
reasonable expenses incurred by a director or officer who is a party to 
a proceeding in advance of the final disposition of the proceeding if: 
 
     (i)     The director or officer furnishes the corporation a written 
affirmation of his good-faith belief that he has met the standard of 
conduct described in Section 2(a); 
 
     (ii)     The director or officer furnishes the corporation a 
written undertaking, executed personally or on his behalf, to repay the 
advance if it is determined that he did not meet such standard of 
conduct; and 
 
     (iii)     A determination is made that the facts then known to 
those making the determination would not preclude indemnification under 
this Section 4. 
 
          (b)     The undertaking required by subparagraph (ii) of 
paragraph (a) of this Section 4 shall be an unlimited general obligation 
of the director or officer, but need not be secured and may be accepted 
without reference to financial ability to make repayment. 
 
          (c)     Determinations and authorizations of payments under 
this Section 4 shall be made in the manner specified in Section 3. 
<PAGE> 
     Section 5.  Insurance.  The corporation may purchase and maintain 
insurance on behalf of a person who is or was a director, officer, 
employee, fiduciary or agent of the corporation or who, while a 
director, officer, employee, fiduciary or agent of the corporation, is 
or was serving at the request of the corporation as a director, officer, 
partner, trustee, employee, fiduciary or agent of any other foreign or 
domestic corporation or of any partnership, joint venture, trust, other 
enterprise or employee benefit plan against any liability asserted 
against or incurred by him 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 liability under the provisions of this 
Article XIII.  Any such insurance may be procured from any insurance 
company designated by the Board of Directors of the corporation, whether 
such insurance company is formed under the laws of Colorado or any other 
jurisdiction of the United States or elsewhere, including any insurance 
company in which the corporation has equity or any other interest, 
through stock ownership or otherwise. 
 
     Section 6.  Notice to Shareholders.  Any indemnification of or 
advance of expenses to a director or officer in accordance with this 
section, if arising out of a proceeding by or on behalf of the 
corporation, shall be reported in writing to the shareholders with or 
before the notice of the next shareholders's meeting.