BYLAWS OF
                              DENTMART GROUP, INC.

                                     ARTICLE

                                 Identification
                                 --------------

     Section 1.01 Name. The name of this corporation is DENTMART GROUP, INC. The
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Corporation may conduct operations  under such other trade names as the Board of
Directors may designate.

     Section 1.02 Seal. The corporation  shall be authorized,  but not required,
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to use a corporate seal, which if used shall be circular in form and contain the
name of the Corporation and the words "Corporate Seal". The corporate seal shall
be affixed by the Secretary upon such  instruments or documents as may be deemed
necessary.  The  presence or absence of such seal on any  instrument  shall not,
however, affect its character or validity or legal effect in any respect

     Section 1.03 Offices.  The  registered  office shall be at 523 North Nevada
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Avenue,  Colorado  Springs,  State of Colorado.  The  Corporation  may also have
offices at such  other  places as the Board of  Directors  may from time to time
determine or the business of the corporation may require

     The books of the Corporation may be kept subject to any provision contained
in the statutes) outside the State of Colorado at such place or places as may be
designated from time to time by the Board of Directors

     Section 1.04 Fiscal Year. The fiscal year of the Corporation shall be the
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calendar year, unless otherwise established by the Board of Directors.


                                    ARTICLE 2

                                  Capital Stock
                                  -------------

     Section 2.01  Consideration for Shares.  Except as other wise permitted by
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law, the Capital  Stock  having par value may be issued for such  consideration,
expressed  in dollars,  not less than the par value  thereof,  as shall be fixed
from time to time by the Board of Directors.  Treasury shares may be disposed of
by the corporation for such  consideration  expressed in dollars as may be fixed
from time to time by the Board of Directors

     Except as otherwise  permitted by law,  Capital Stock without par value may
be issued for such consideration as may be fixed by

                                   Bylaws - 1
<PAGE>

the Board of  Directors,  all of which  consideration  shall  constitute  stated
capital  unless prior to or within  sixty (60) days after  issuance the Board of
Directors  allocates  to  capital  surplus  a  portion,  but  not  all,  of such
consideration.

    Section  2.02  Payment for Shares.  The  consideration  for the issuance of
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shares may be paid, in whole or in part, in money, in other  property,  tangible
or intangible,  or in labor or services  already  performed tar the corporation.
when payment of the  consideration  for which shares are to be issued shall have
been received by the  Corporation,  such shares shall be deemed to be fully paid
and nonassessable. Neither promissory notes nor future services shall constitute
payment or part  payment for shares of the  Corporation.  In absence of fraud in
the  transaction,  the judgment of the Board of Directors as to the value of the
consideration  received for shares shall be conclusive.  No certificate shall be
issued for any share until the share is fully paid.

     Section 2.03 Certificate  Representing Shares. The certificates of stock of
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the Corporation shall be numbered  consecutively and entered in the books of the
Corporation  as they  are  issued.  Each  holder  of the  Capital  Stock  of the
Corporation shall be entitled to a certificate  exhibiting the holder's name and
number of  shares  and  signed  by the  President  or a Vice  President  and the
Secretary of the Corporation certifying the number of shares owned by him in the
Corporation.  Where  any such  certificate  is signed  by a  transfer  agent the
signature  of either or both of such  officers  may be  facsimile,  engraved  or
printed.  Each certificate shall have noted thereon any restriction on voting or
transferability or any preference or call provision.


                                    ARTICLE 3

                            Meetings of Shareholders
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     Section 3.01 Place of Meeting.  The Board of Directors  may  designate  any
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place for any annual  meeting or for any special  meeting called by the Board of
Directors.

     Section 3.02 Annual Meeting.  The annual meeting of the shareholders  shall
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be held within 120 days after the close of the fiscal  year of the  Corporation,
at which annual  meeting the  shareholders  shall elect a Board of Directors and
transact such other business as may properly come before the meeting. Failure to
bold the annual meeting  within the designated  time shall not work a forfeiture
or dissolution of the Corporation. As permitted by the Articles of Incorporation
and Article 7 of these Bylaws,  the  shareholders  may take action by consent in
lieu of the annual meeting.

                                   Bylaws - 2
<PAGE>

     Section 3.03 Special Meetings.  Special meetings of the shareholders may be
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called  by the  president  and shall be  called  by the  Secretary  or any other
officer at the request in writing of a majority of the Board of Directors or the
holders of not less than one-third  (1/3) of all shares  entitled to vote at the
meeting.  Any written  request for a meeting shall state the purpose or purposes
of the proposed  meeting and no action  other than that  specified in the notice
may be considered.

     Section 3.04 Notice of Meetings - waiver. Written notice stating the place,
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day, and hour of the meeting,  and in case of a special meeting,  the purpose or
purposes for which the meeting is called,  shall be delivered not less than ten,
nor more than forty,  days before the date of the meeting,  either personally or
by mail to each  shareholder  entitled  to  vote at such  meeting.  Waiver  by a
shareholder  in writing or by  telegram  of notice of a  shareholders'  meeting,
signed  by him,  whether  before  or  after  the time of the  meeting,  shall be
equivalent to the giving of such notice.  Attendance by a  shareholder,  without
objection  to the  notice,  whether  in person or by proxy,  at a  shareholders'
meeting shall constitute a waiver of notice of the meeting.

     Section 3.05 Record  Date.  In  determining  the  shareholders  entitled to
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notice of and to vote at any annual or  special  meeting  of  shareholders,  the
stock transfer books of the Corporation shall not be closed, but in lieu thereof
the Board of  Directors  shall  fix a date no Less than ten nor more than  sixty
days before any such  meeting as a record date and only the  shareholders  whose
names appear on the stock  transfer  books at the close of business on that date
shall be entitled to notice of and to vote at such meeting,  notwithstanding the
transfer of shares thereafter.

     Section 3.06 Quorum. A majority of the shares entitled to vote, represented
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in person or by proxy,  shall  constitute a quorum at a meeting of shareholders.
The shareholders present at a duly organized meeting may continue to do business
until adjournment,  notwithstanding  the '4ithdrawal of a number of shareholders
so that less than a quorum  remains.  A meeting  may be  adjourned  despite  the
absence of a quorum.

     Section 3.07 Proxies and Voting.  Unless otherwise provided by the Articles
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of  Incorporation,  each  shareholder  entitled  to  notice  of and to vote at a
meeting of shareholders  shall be entitled to one vote for each share of Capital
Stock  standing  in his name on the  transfer  books of the  corporation  on the
record date fixed for such meeting.  A shareholder  may vote either in person or
by proxy executed in writing by the  shareholder.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

                                   Bylaws - 3
<PAGE>

     Section 3.08  Shareholder  List.  The  Secretary of the  Corporation  shall
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produce at each meeting of shareholders a list of the  shareholders  entitled to
notice of and to vote at such meeting

     Section 3.09 Order of Business.  Unless otherwise specified by the Chairman
                  ------------------
of the Board or the chairman of the meeting, the order of business at the annual
meeting.  and as far as practicable,  at all other meetings of the shareholders,
shall be (1) calling of roll,  (2) proof of due notice of meetings,  (3) reading
and  disposal of any  unapproved  minutes,  (4) annual  reports of officers  and
committees, (5) election of directors, (6) unfinished business, (7) new business
and (8) adjournment. The Chairman of the 'Board shall preside at all meetings of
the shareholders and in his absence the President or his designate.


                                  ARTTCLE 4

                            The Board at Directors
                            ----------------------

     Section 4.01 General  Powers.  The business and affairs of the  Corporation
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shall be managed by a Board of Directors.  The directors  shall in all cases act
as a board and they may adopt  such  rules and  regulations  for the  conduct of
their meetings and the management of the  Corporation,  as they may deem proper,
not inconsistent with these Bylaws and the laws of this state.

     Section 4.02 Number,  Qualifications and Tenure. The number of directors of
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the  Corporation  shall be a  minimum  of two and a maximum  of twelve  persons.
Directors need not be residents of the State of Colorado or  shareholders of the
Corporation.

     The Board of Directors  shall be divided into three classes as nearly equal
in number as  possible.  The initial  terms of  directors  elected in 1991 shall
expire as of the annual meeting of shareholders for the years indicated below

     Class I Directors                              1994

     Class II Directors                             1993

     Class III Directors                            1992

     Upon  expiration of the initial term specified for each class of directors,
their  successors  shall be  elected  for a  three-year  term.  If the number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to maintain or attain, if possible,  the equality of the number of
directors  in each  class,  but in no case  will a  decrease  in the  number  of
directors shorten the term of any incumbent  director.  If an equality in number
is not possible, the increase or decrease shall be apportioned among the classes
in such a way that the  difference in the number of directors in any two classes
shall not exceed one.

                                   Bylaws - 4
<PAGE>

     Section 4.03 Removal of Directors.  Directors may be removed from office at
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any time by a majority vote of the shareholders at their annual meeting, or at a
special meeting called for the purpose, and may be removed for cause at any time
by a majority of the Board of Directors at its annual  meeting,  or at a special
meeting called for the purpose.

     Section 4.04  Vacancies.  Any  vacancies in the Board of Directors  for any
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reason and any newly created  directorships  resulting by reason of any increase
in the number of directors shall be filled by the Board of Directors,  acting by
a majority  of the  remaining  directors  then in office,  although  less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which  directors  have been chosen and until their  successors are
elected and qualified.

     Section 4.05 Place of Meeting. Meetings of the Board of Directors,  annual,
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regular, or special,  may be held either within or without the State of Colorado
at such place as shall be designed by the Board of  Directors  and stated in the
notice of the meeting.

     Section 4.06 Annual and Regular  Meetings.  Subject to the authority of the
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Board to take action by consent as permitted  by the  Articles of  Incorporation
immediately after the annual meeting of the shareholders, the Board of Directors
shall meet each year for the purpose of organization,  election of officers, and
consideration  of any other  business  that may  properly be brought  before the
meeting.  Regular  meetings shall be held at such time and place as the Board of
Directors may  determine.  No notice of any kind to either old or new members of
the Board of Directors  for the annual  meeting or any regular  meeting shall be
required.

     Section 4.07 Special  Meetings.  Special meetings of the Board of Directors
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may be held upon notice by letter, telegram, cable, or radiogram,  delivered for
transmission  not later than during the third day immediately  preceding the day
for the meeting,  or by word or mouth,  telephone,  or  radiophone  received not
later than during the second day immediately  preceding the day For the meeting,
upon the call of a majority of the  Directors,  the  chairman of the Board,  the
president or the Secretary of the Corporation.  Special meetings shall be called
by the President,  any Vice President or the Secretary in a like manner upon the
written  request  of a  majority  of the  Directors.  Attendance  in person at a
special  meeting  without  objection to the notice shall  constitute a waiver of
notice of the meeting.  Notice of any meeting of the Board of  Directors  may be
waived  orally if  confirmed  in  writing  or by  telegram  signed by the person
entitled to the notice, whether before or after the time of the meeting. Neither
the business to be  Transacted  at, nor the purpose of. any meeting of the Board
of Directors need be specified in the notice or waiver of notice of the meeting.

                                   Bylaws - 5
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     Section 4.08 Quorum and Voting.  A majority of the Board of Directors shall
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constitute a quorum for the transaction of business.  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  unless the act of a greater  number is  required  by
these Bylaws or by the law.

     Section 4.09 Telephone Conferences.  Members of the Board of Directors,  or
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any committee  designated  by the Board,  may  participate  in a meeting of such
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 subsection shall
constitute presence in person at such meeting.

     Section 4.10 Chairman of the Board. At its annual organization meeting, the
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Board of  Directors  shall  'elect by vote of a majority  of the entire  Board a
Chairman of the Board who shall preside at all meetings of the Board.

     Section 4.11 Committees. The Board of Directors, by resolution adopted by a
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majority of the Directors,  may designate and appoint an Executive  Committee or
other  committees  from  its  members  and may  delegate  to such  Committee  or
committees  such  authority as is consistent  with these Bylaws and permitted by
law.


                                  ARTICLE 5

                                 The Officers
                                 ------------

     Section 5.01 Officers.  The officers of the Corporation  shall consist of a
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President and Secretary  and. as deemed  appropriate  by the Board of Directors,
one or  more  Vice  Presidents,  Assistant  secretaries,  Treasurers,  Assistant
Treasurers,  and such other officers and assistant officers and agents as may be
deemed necessary by the Board of Directors.  Any two or more offices may be held
by the same person, except the offices of President and Secretary. Officers need
not be Directors or shareholders of the corporation.

     Section 5.02 Vacancies.  Vacancies  occurring in any office shall be filled
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by the Board of Directors at any regular or special meeting.

     Section 5.03 The  President.  The  President  shall be the chief  executive
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officer and have active  executive  management and supervision of the operations
of the Corporation.  He shall perform such duties as these Bylaws provide or the
Board of Directors may prescribe or his capacity as chief  executive  officer by
custom may provide.

                                   Bylaws - 6
<PAGE>

     Section 5.04 The Vice President. The Vice President or Vice Presidents,  in
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the order  designated  by the Board of  Directors,  shall be vested with all the
executive  powers and required to perform all the duties of that portion or area
of responsibility of the president and shall perform such other duties as may be
prescribed by the Board of Directors.  Each vice  President  shall report to the
President  or his  delegate who shall be  responsible  for the Vice  President's
actions.

     Section 5.05 The Secretary.  The Secretary shall attend all meetings of the
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shareholders  and of the Board of  Directors  and shall keep a true and complete
record  of the  proceedings  of these  meetings.  He shall be  custodian  of the
records  of the  Corporation.  He shall  attend to the  giving  of all  notices,
attest, when requested,  to the authority of the President or other officers, as
revealed by the minutes or these Bylaws,  to execute legal documents binding the
corporation,  and shall perform such other duties as these Bylaws may provide or
the Board of Directors may prescribe.

     Section 5.06 The Treasurer.  The Treasurer  shall keep correct and complete
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records of account,  showing accurately at all times the financial condition and
results of operation of the corporation. Ire shall be the legal custodian of all
moneys,  notes,  securities and other  valuables that may from time to time come
into possession of the Corporation.  He shall  immediately  deposit all funds of
the Corporation  coming into his hands in some reliable bank or other depository
to be designated by the Board of Directors,  and shall keep this bank account in
the name of the  Corporation.  He shall  furnish  at  meetings  of the  Board of
Directors,  or whenever  requested,  a statement of the financial  condition and
results of the Corporation,  and shall perform such other duties as these Bylaws
may  provide or the Board of  Directors  may  prescribe.  The  Treasurer  may be
required to furnish bond in such amount as shall be  determined  by the Board of
Directors.

     Section 5.07 Other  Officers.  The duties of other officers  elected by the
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Hoard of Directors  shall be such as are customary to their  respective  offices
and as shall be given them by the President.


                                  ARTICLE 6

                            Special Corporate Acts
                            ----------------------

                 Negotiable Instruments, Deeds and Contracts
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     All checks,  drafts,  notes,  bonds, bills of exchange,  and orders for the
payment of money of the  Corporation;  all deeds,  mortgages,  and other written
contracts  and  agreements  to which the  Corporation  shall be  party;  and all
assignments or

                                   Bylaws - 7
<PAGE>

endorsements of stock certificates,  registered bonds, or other securities owned
by the Corporation(  shall, unless otherwise directed by the Board of Directors,
be signed by the  chief  executive  officer  of this  Corporation.  The Board of
Directors or such officer may, however,  designate other officers,  directors or
employees  off the  Corporation  to sign  such  instruments  in the  name of the
Corporation  and may  authorize  the use of  facsimile  signatures  of any  such
persons.  Any  shares  of stock  issued by any  other  corporation  and owned or
controlled  by the  Corporation  may be voted in  accordance  with  instructions
approved by the Board of Directors,  at any  shareholders'  meeting of the other
corporation by the chief executive officer of the Corporation,  if he be present
or.  in his  absence,  by such  person  as he  shall,  by duly  executed  proxy,
designate to represent the corporation at such shareholders' meeting


                                    ARTICLE 7

                             Action Without Meeting
                             ----------------------

     Any action which  properly may be taken by the directors,  shareholders  or
subscribers  before  there are  shareholders  may be taken  without a meeting on
written consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon


                                   ARTICLE 8

     The Corporation  shall indemnify any person  (including his estate) made or
threatened  to be made a party  to any  suit or  proceeding,  whether  civil  or
criminal,  by  reason  of the fact  that he was a  director  or  officer  of the
Corporation or served at its request as a director or officer of the Corporation
or served at its  request  as a director  or  officer  of  another  Corporation,
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including  attorney fees actually and  necessarily  incurred as a result of such
threat, suit or proceeding,  or any appeal therein, to the full extent permitted
by the  Colorado  Corporation  Code.  Promptly  after  receipt  by a party to be
indemnified under this section of notice of the commencement of any such suit or
proceeding, such party will1 it a claim En respect thereof is to be made against
this  Corporation,  notify the  Corporation of the  commencement  thereof.  This
Corporation  shall be entitled to  participate at its own expense in the defense
or to assume  the  defense  of any such suit or  proceeding.  In the event  this
Corporation  elects to assume the defense of any such suit or proceedings,  such
defense shall be conducted by counsel chosen by it and  reasonably  satisfactory
to the party to be indemnified  and the party to be  indemnified  shall bear the
fees and expenses of any additional counsel retained by him

                                   Bylaws - 8
<PAGE>

                                    ARTICLE 9

                                   Amendments
                                   ----------

     These Bylaws may be altered,  amended or repealed and new Bylaws adopted by
the affirmative  vote of the holders of a majority of the  outstanding  stock at
any  regular  meeting  of the  shareholders  or special  meeting  called for the
purpose,  or by the  affirmative  vote of a  majority  of the  entire  Board  of
Directors  at any regular or special  meeting of the Board,  provided,  however,
that if any  shareholder  or Director,  as the case may be, should object to the
consideration  of any  proposed  amendment,  the  proposal may not be voted upon
unless  notice of the proposed  amendment was given at least ten (10) days prior
to the meeting at which such  objecting  shareholder  or Director is entitled to
vote. Any amendment, modification, repeal or addition to these Bylaws adopted by
the Board of Directors may be amended or repealed by the shareholders. The Board
is without authority to amend this Article 9.

                                   Bylaws - 9
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