EXHIBIT 3.3
                                   -----------

                                     BYLAWS

                                       OF

                        PROCESSED BASED MANAGEMENT, INC.


                                    ARTICLE 1
                                     Offices
                                     -------

     The principal office of the Corporation in Colorado shall initially be
located in Denver, Colorado. The Corporation may have such other offices, either
within or outside the State of Colorado, 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
Corporation Act to be maintained in the State of Colorado may be, but need not
be, identical with the principal office, and the address of the registered
office may be changed from time to time by the Board of Directors.

                                   ARTICLE II
                                  Shareholders
                                  ------------

     Section  1.     Annual  Meeting.
                     ---------------

     The annual meeting of the shareholders shall be held pursuant to notice
given by the Board of Directors 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, unless otherwise
prescribed by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than ten (10%) percent of all the outstanding shares of the Corporation
entitled to vote at the meeting. Such request shall state the purposes of the
proposed meeting.

     Section  3.     Adjournment.
                     -----------

     a.     When  the annual meeting is convened, or when any special meeting is
convened, the presiding officer may adjourn it for such period of time as may be
reasonably necessary to reconvene the meeting at another place and another time.


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<PAGE>
     b.     The presiding officer shall have the power to adjourn any meeting of
the shareholders for any proper purpose, including, but not limited to, lack of
a quorum, to secure a more adequate meeting place, to elect officials to count
and tabulate votes, to review any shareholder proposals or to pass upon any
challenge which may properly come before the meeting.

     c.     When  a  meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given in
compliance with Subsection (4)(a) of this Article II to each shareholder of
record on the new record date entitled to vote at such meeting.

     Section  4.     Notice  of  Meeting;  Purpose  of  Meeting;  Waiver.
                     ---------------------------------------------------

     a.     Each  shareholder of record entitled to vote at any meeting shall be
given in person, or by first class mail, postage prepaid, written notice of such
meeting which, in the case of a special meeting, shall set forth the purpose(s)
for which the meeting is called, not less than ten (10) or more then fifty (50)
days before the date of such meeting. If mailed, such notice is to be sent to
the shareholder's address as it appears on the stock transfer books of the
Corporation unless the shareholder shall have requested of the Secretary in
writing at least fifteen (15) days prior to the distribution of any required
notice that any notice intended for him to be sent to some other address, in
which case the notice may be sent to the address so designated. Notwithstanding
any such request by a shareholder, notice sent to a shareholder's address as it
appears on the stock transfer books of this Corporation as of the record date
shall be deemed properly given. Any notice of a meeting sent by the United
States mail shall be deemed delivered when deposited with proper postage thereon
with the United States Postal Service or in any mail receptacle under its
control.

     b.     A  shareholder waives notice of any meeting by attendance, either in
person or by proxy, at such meeting or by waiving notice in writing either
before, during or after such meeting. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened,
however, will not constitute a waiver of notice by a shareholder stating at the
beginning of the meeting, his objection that the meeting is not lawfully called
or convened.

     c.     Whenever the holders of et least eighty (80%) percent of the capital
stock of the Corporation having the right to vote shall be present at any annual
or special meeting of shareholders, however called or notified, and shall sign a
written consent thereto on the minutes of such meeting, the meeting shall be
valid fox all purposes.

     d.     A  Waiver of Notice signed by all shareholders entitled to vote at a
meeting of shareholders may also be used for any other proper purpose including,
but not limited to,


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<PAGE>
designating any place within or without the State of Colorado as the place for
holding such a meeting.

     e.     Neither  the  business  to be transacted at, nor the purpose of, any
regular or special meeting of shareholders need be specified in any written
Waiver of Notice.

     Section  5.     Closing of Transfer Books; Record Date; Shareholders' List.
                     ----------------------------------------------------------

     a.     In  order to determine the holders of record of the capital stock of
the Corporation who are entitled to notice of meetings, to vote at a meeting or
adjournment thereof, or to receive payment of any dividend, or for any other
purpose, the Board of Directors may fix a date not more than fifty (50) days
prior to the date set for any of the above-mentioned activities for such
determination of shareholders.

     b.     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 (10) days immediately
preceding such meeting.

     c.     In  lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the date for such determination of shareholders,
such date in any case to be not more than fifty (50) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken.

     d.     If  the  stock  transfer  books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or 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.

     e.     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, unless the Board of Directors fixes a
new record date under this section for the adjourned meeting.

     f.     The  officer  or  agent having charge of the stock transfer books of
the Corporation shall make, as of a date at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of each shareholder
and the number and class and series, if any, of shares held by each shareholder.
Such list shall be kept on file at the registered office of the Corporation or
at the office of the transfer agent or registrar of the Corporation for a period
of ten (10) days prior to such meeting and shall be available for inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of any meeting of shareholders and
shall be subject to inspection by any shareholder at any time during the
meeting.


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<PAGE>
     g.     The  original, stock transfer books shall be prima facie evidence as
to the shareholders entitled to examine such list or stock transfer books or to
vote at any meeting of shareholders.

     h.     If  the  requirements of Subsection 5(f) of this Article II have not
been substantially complied with then, on the demand of any shareholder in
person or by proxy, the meeting shall be adjourned until such requirements are
complied with.

     i.     If  no  demand  pursuant  to Section 5(h) is made, failure to comply
with the requirements of this Section shall. not affect the validity of any
action taken at such meeting.

     j.     Subsection  5(g)  of this Article II shall be operative only at such
time(s)  as  the  Corporation  shall  have  six  (6)  or  more  shareholders.

     Section  6.     Quorum.
                     ------

     a.     At any meeting of the shareholders of the Corporation, the presence,
in person or by proxy, of shareholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote
thereat shall be necessary to constitute a quorum for the transaction of any
business. If a quorum is present the affirmative vote of a majority of the
shares represented at such meeting and entitled to vote on the subject matter
shall be the act of the shareholders. If there shall not be a quorum at any
meeting of the shareholders of the Corporation, then the holders of a majority
of the shares of the capital stock of the Corporation who shall be present at
such meeting, in person or by proxy, may adjourn such meeting from time t4 time
until holders of a majority of the shares of the capital stock shall attend. At
any such adjourned meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as originally
scheduled.

     b.     The  shareholders  at  a  duly organized meeting having a quorum may
continue to transact business until. adjournment notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

     Section  7.     Presiding  Officer;  Order  of  Business.
                     ----------------------------------------

     a.     Meetings  of the shareholders shall be presided over by the Chairman
of the Board, or, if he is not present, by the President or, if he is not
present, by a Vice President or, if none of the Chairman of the Board, the
President, or a Vice President is present, the meeting shall be presided over by
a Chairman to be chosen by a plurality of the shareholders entitled to vote at
the meeting who are present, in person or by proxy. The presiding officer of any
meeting of the shareholders may delegate the duties and obligations of the
presiding officer of the meeting as he sees fit.

     b.     The  Secretary  of the Corporation, or, in his absence, an Assistant
Secretary shall act as Secretary of every meeting of shareholders, but if
neither the Secretary nor an Assistant Secretary is present, the presiding
officer of the meeting shall. choose any person present to act as Secretary of
the meeting.


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<PAGE>
     c.   The  order  of  business  shall  be  as  follows:

          1.   Call  of  meeting  to  order.
          2.   Proof  of  notice  of  meeting.
          3.   Reading  of  minutes  of  last previous shareholders meeting or a
               Waiver  thereof.
          4.   Reports  of  officers.
          5.   Reports  of  committees.
          6.   Election  of  directors.
          7.   Regular  and  miscellaneous  business.
          8.   Special  matters.
          9.   Adjournment.

     d.   Notwithstanding  the provisions  of  Article II, Section 7, Subsection
c, the order and topics of business to be transacted at any meeting shall be
determined by the presiding officer of the meeting in his sole discretion. In no
event shall any variation in the order of business or additions and deletions
from the order of business as specified in Article II, Section 7, Subsection c,
invalidate any actions properly taken at any meeting.

     Section  8.     Voting.
                     ------

     a.   Unless  otherwise  provided for in the Certificate of Incorporation,
each shareholder shall be entitled, at each meeting and upon each proposal to be
voted upon, to one vote for each share of voting stock recorded in his name on
the books of the Corporation on the record date fixed as provided for in Article
II, Section 5.

     b.   The  presiding officer at any meeting of the shareholders shall have
the power to determine the method and means of voting when any matter is to be
voted upon. The method and means of voting may include, but shall not be limited
to, vote by ballot, vote by hand or vote by voice. However, no method of voting
may be adopted which fails to take account of any shareholder's right to vote by
proxy as provided for in Section 10 of this Article II. In no event may any
method of voting be adopted which would prejudice the outcome of the vote.

     Section  9.     Action  Without  Meeting.
                     ------------------------

     a.   Any  action required to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting oaf such shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taker, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. If any class of shares is
entitled to vote thereon as a class, such written consent shall be required of
the holders of a majority of the shares of each class of shares entitled to vote
thereon.


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<PAGE>
     b.   Within  ten  (10) days after obtaining such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidation or sale or
exchange of assets for which dissenters' rights are provided under the Colorado
Corporation Code, he notice shall contain a clear statement of the right of the
shareholders dissenting therefrom to be paid the fair value of their hares upon
compliance with further provisions of the Colorado Corporation Code regarding
the rights of dissenting shareholders.

     c.   In  the  event that the action to which the shareholders' consent is
such as would have required the filing of a certificate under he Colorado
Corporation Code if such action had been voted on by shareholders at a meeting
thereof, the certificate filed under such other section shall state that written
consent has been given in accordance with the provisions of this Article II,
Section 9.

     Section  10.     Proxies.
                      -------

     a.   Every  shareholder  entitled to vote at a meeting of shareholders or
to express consent or dissent without a meeting, or his duly authorized
attorney-in-fact may authorize another person or persons to act for him by
proxy.

     b.   Every  proxy  must  be  signed  by  the  shareholder  or  his
attorney-in-fact. No proxy shall be valid after the expiration, of eleven (11)
months from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except as
otherwise provided in this Article II, Section 10.

     c.   The  authority  of the holder of a proxy to act shall not be revoked
by the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of art adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.

     d.   Except  when  other  provisions  shall  have  been  made  by written
agreement between the parties, the record holder of shares held. as pledges or
otherwise as security or which belong to another, shall issue to the pledgor or
to such owner of such shares, upon demand therefor and payment of necessary
expenses thereof, a proxy to vote or take other action thereon.

     e.   A  proxy  which states that it is irrevocable is irrevocable when it
is held by any of the following or a nominee of any of the following: (i) a
pledgee; (ii) a person who has purchased or agreed to purchase the shares; (iii)
a creditor or creditors of the Corporation who extend or continue to extend
credit to the Corporation in consideration of the proxy, if the proxy states
that it was given in consideration of such extension or continuation of credit,
the amount thereof, and the name of the person extending or continuing credit;
(iv) a person who has contracted to perform services as an officer of the
Corporation, if a proxy is required by the contract of employment, if the proxy
states that it was given in consideration of such contract of


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<PAGE>
employment and states the name of the employee and the period of employment
contracted for; and (v) a person designated by or under apt agreement as
provided in Article XI hereof.

     f.   Notwithstanding  a  provision  in  a  proxy  stating  .that  it  is
irrevocable,  the  proxy  becomes revocable after the pledge is redeemed, or the
debt of the Corporation is paid, or the period of employment provided for in the
contract  of  employment  has  terminated,  or  the  agreement under Article XII
hereof,  has  terminated and, in a case provided for in Subsection 10(e)(iii) or
Subsection  10(e)(iv)  of  this Article II becomes irrevocable three years after
the  date  of  the proxy or at the end of the period, if any, specified therein,
whichever  period  is  less, unless the period of irrevocability is renewed from
time  to  time  by  the execution of a new irrevocable proxy as provided in this
Article  II, Section 10. This Subsection 10(f) does not affect the duration of a
proxy  under  Subsection  10(b)  of  this  Article  II.

     g.   A  proxy  may  be  revoked,  notwithstanding  a  provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of the
provision unless the existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate representing such shares.

     h.   If  a  proxy  for the same shares confers authority, upon two (2) or
more persons and does not otherwise provide a majority of such persons present
at the meeting, or if only one is present, then that one may exercise all the
powers conferred by the proxy. If the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.

     i.   If  a  proxy  expressly so provides, any proxy holder may appoint in
writing  a  substitute  to  act  in  his  place.

     Section  11.     Voting  of  Shares  by  Shareholders.
                      ------------------------------------

     a.   Shares  standing  in  the  name  of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the Bylaws
of the corporate shareholder; or, in the absence of any applicable Bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the Bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the Chairman of the Board, President, any vice president,
secretary and treasurer of the corporate shareholder, in that order shall be
presumed to possess authority to vote such shares.

     b.   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.

     c.   Shares  standing  in  the  name  of a receiver may be voted by such,
receiver. Shares held by or under the control of a receiver but not standing in
the name of such receiver, may be


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<PAGE>
voted by such receiver without the transfer thereof into his name if authority
to do so is contained in an appropriate order of the court by which such
receiver was appointed.

     d.   A  shareholder  whose  shares  are pledged shall be entitled to vote
such  shares until the shares have been transferred into the name of the pledge.

     e.   Shares  of  the  capital  stock  of the Corporation belonging to the
Corporation or held by it in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares.

                                   ARTICLE III
                                    Director
                                    --------

     Section  1.     Board  of  Directors;  Exercise  of  Corporate  Powers.
                     ------------------------------------------------------

     a.   All  corporate  powers  shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of the Board of Directors except as may be otherwise provided in the
Articles of Incorporation. If any such provision is made in the Articles of
Incorporation, the powers and duties conferred or imposed upon the Board of
Directors shall be exercised or performed to such extent and by such person or
persons as shall be provided in the Articles of Incorporation.

     b.   Directors need not be residents of the state of incorporation unless
the  Articles  of  Incorporation  so  require.

     c.   The  Board of Directors shall have authority to fix the compensation
of  Directors  unless  otherwise  provided  in  the  Articles  of Incorporation.

     d.   A  Director  shall  perform  his duties as a Director, including his
duties as a member of any committee of the Board upon which he may serve, in
good faith, in a manner he reasonably believes to be in the best interests of
the Corporation, and with such care as an ordinarily prudent person, in a like
position would use under similar circumstances.

     e.   In  performing  his  duties, a Director shall be entitled to rely on
information, opinions, reports or statements, including financial data, in each
case prepared or presented by: (i) one or more officers or employees of the
Corporation whom the Director reasonably believes to be reliable and competent
in the matters presented; (ii) counsel, public accountants or other persons as
to matters which the Director reasonably believes to be within such persons'
professional or expert competence; or (iii) a committee of the Board upon which
he does not serve, duly designated in accordance with a provision of the
Articles of Incorporation or the Bylaws, as to matters within its designated
authority, which committee the Director reasonably believes to merit confidence.

     f.   A  Director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described in Subsection 1(e) of this Article III to be unwarranted.


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<PAGE>
     g.   A person who performs his duties in compliance with this Article II,
Section 1 shall have no liability, by reason of being or having been a Director
of the Corporation.

     h.   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 unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.

     Section  2.     Number;  Election;  Classification of Directors; Vacancies.
                     ----------------------------------------------------------

     a.   The Board of Directors of this Corporation shall consist of not less
than three (3) nor more than seven (7) members. The number of directors shall be
fixed by the initial Board of Directors. The number of directors constituting
the initial Board of Directors shall be fixed by the Articles of Incorporation.
The number of directors may be increased from time to time by the Board of
directors, but no decrease shall have the effect of shortening the term of any
incumbent director.

     b.   Each  person  named  in the Articles of Incorporation as a member of
the initial Board of Directors, shall hold office until the first annual meeting
of shareholders, and until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or death.

     c.   At  the  first  annual  meeting  of  shareholders and at each annual
meeting thereafter the shareholders shall elect directors to hold office until
the next succeeding annual meeting, except in case of the classification of
directors as permitted by the Colorado Corporation Code. Each director shall
hold office for the term for which he is elected and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

     d.   The shareholders, by amendment to these Bylaws, may provide that the
directors be divided into not more than four classes, as nearly equal. in number
as possible, whose terms of office shall respectively expire at different times,
but no such term shall continue longer than four (4) years, and at least
one-fifth (1/5) in number of the directors shall be elected annually.

     e.   If  directors  are  classified  and  the  number  of  directors  is
thereafter changed, any increase or decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in number
as possible.

     f.   Any  vacancy  occurring  in  the  Board  of  Directors including any
vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the retraining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
shareholders.

     Section  3.    Removal  of  Directors.
                    ----------------------


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<PAGE>
     a.   At  a  meeting  of  shareholders  called expressly for that purpose,
directors may be removed in the manner provided in this Article III, Section 3.
Any director or the entire Board of Directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then entitled to
vote at an election of directors.

     b.   If  the  Corporation  has cumulative voting, if less than the entire
Board is to be removed, no one of the directors may be removed if the votes cast
against his removal, would be sufficient to elect him if then cumulatively voted
at an election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a member.

     c.   Whenever  the  holders  of  the  shares of any class are entitled to
elect one or more directors by the provisions of the Articles of incorporation,
the provisions of this Article III, or directors so elected) to the vote of the
holders of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.

     Section  4.    Director  Quorum  and  Voting.
                    -----------------------------

     a.   A  majority  of the number of directors fixed in the manner provided
in these Bylaws shall constitute a quorum for the transaction of business unless
a greater number if required elsewhere inn these Bylaws.

     b.   A  majority  of  the  members  of  an  Executive  Committee or other
committee shall constitute a quorum for the transaction of business at any
meeting of such Executive Committee or other committee.

     c.   The  act of the majority of the directors present at a Board meeting
at which a quorum is present shall be the act of the Board of Directors.

     d.   The  act  of  a  majority  of  the members of an Executive Committee
present at an Executive Committee meeting at which a quorum is present shall be
the act of the Executive Committee.

     e.   The  act of a majority of the members of any other committee present
at a committee meeting at which a quorum is present shall be the act of the
committee.

     Section  5.    Director  Conflicts  of  Interest.
                    ---------------------------------

     a.   No  contract  or other transaction, between this Corporation and one
or more of its directors or any other Corporation, firm, association or entity
in which one or more of its directors are directors or officers or are
financially interested, shall be either void or voidable because of a
relationship or interest or because such director or directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or because his or their votes
are counted fox such purpose, if:


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<PAGE>
          (i)     The  fact  of  such  relationship  or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested directors; or

          (ii)     The  fact  of  such  relationship ox interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or

          (iii)     The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board, a committee, ox the
shareholders.

     b.   Common  or  interested  directors  may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

     Section  6.    Executive  and  Other  Committees;  Designation; Authority.
                    ----------------------------------------------------------

     a.   The  Board  of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an Executive
Committee and one or more other committees each of which, to the extent provided
in such resolution or in the Articles of Incorporation or these Bylaws, shall
have and may exercise all the authority, of the Board of Directors, except that
such committee shall have the authority to: (i) approve ox recommend to
shareholders actions or proposals required by the Colorado Corporation Code to
be approved by shareholders; (ii) designate candidates fox the office of
director for purposes of proxy solicitation or otherwise; (iii) fill vacancies
on the Board of Directors or any committee thereof; (iv) amend the Bylaws; (v)
authorize or formula or method specified by the Board of Directors; or (vi)
authorize or approve the issuance or sale of, or any contract to issue or sell.
shares or designate the terms of a series of class of shares, unless 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, has specified a general formula or method by resolution or
by adoption of a stock option or other plan, authorized a committee to fix the
terms upon which such shares may be issued or sold, including, without
limitation, the price, the rate or manner of payment of dividends, provisions
for redemption, sinking fund, conversion, and voting preferential rights, and
provisions for other features of a class of shares, or a series of class of
shares, with fulls power in such committee to adopt any final resolution setting
forth all the terms thereof and to authorize the statement of the terms of a
series for filing with the Secretary of State under the Colorado Corporation
Code.

     b.   The  Board,  by  resolution  adopted in accordance with Article III,
Subsection 6(a) may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.

     c.   Neither  the  designation  of  any  such  committee,  the delegation
thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by any member of the Board of Directors, not a
member of the committee in


                                       11
<PAGE>
question, with his responsibility to act in good faith, in a mariner he
reasonably believes to be in the best interests of the Corporation, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances.

     Section  7.    Place,  Time,  Notice,  and  Call  of  Directors' Meetings.
                    ----------------------------------------------------------

     a.   Meetings  of the Board of Directors, regular or special, may be held
either  within  or  without  this  state.

     b.   A regular meeting of the Board of Directors of the Corporation shall
be held for the election of officers of the Corporation and for the transaction
of such other business as may come before such meeting as promptly as
practicable after the annual meeting of the shareholders of this Corporation
without the necessity of other notice than this Bylaw. Other regular meetings of
the board of Directors of the Corporation may be held at such times and at such
places as the Board of Directors of the Corporation may from time to time
resolve without other notice than such resolution. Special meetings of the Board
of Directors may be held at any time upon call of the Chairman of the Board or
the President or a majority of the Directors of the Corporation, at such time
and at such place as shall be specified in the call thereof. Notice of any
special meeting of the Board of Directors must be given at least two (2) days
prior thereto, if by written notice delivered personally; or at least five (5)
days prior thereto, if mailed; or at least two (2) days prior thereto, if by
telegram; or at least two (2) days prior thereto, if by telephone. If such
notice is given by mail, such notice shall be deemed to have been delivered when
deposited with the United States Postal Service addressed to the business
address of such director with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed delivered when the telegram is delivered
to the telegraph company. If notice is given by telephone, such notice shall be
deemed delivered when the call is completed.

     c.   Notice  of  a meeting of the Board of Directors need not be given to
any director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

     d.   Neither  the  business  to  be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors need be specified ins the
notice or waiver of notice of such meeting.

     e.   A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of tire Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

     f.   Members  of  the  Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communications
equipment by means of which all


                                       12
<PAGE>
persons participating in the meeting carp hear each other sit the same time.
Participation by such means shall constitute presence in person at a meeting.

     Section  8.   Action  by  Directors  Without  a  Meeting.
                   ------------------------------------------

     Any action required by the Colorado Corporation Code to be taken at a
meeting of the Directors of the Corporation, or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so to
be taken, signed by all of the directors, or all of the members of the
committee, as the case may be, is filed in the minutes of the proceedings of the
Board or of the committee. Such consent shall have the same effect as a
unanimous vote.

     Section  9.   Compensation.
                   ------------

     The directors and members of the Executive and any other committee of the
Board of Directors shall be entitled to such reasonable compensation for their
services and on such basis as shall be fixed from time to time by resolution of
the Board of Directors. The Board of Directors and members of any committee of
that Board of Directors - shall be entitled to reimbursement for any reasonable
expenses incurred in attending any Board or committee meeting. Any director
receiving compensation under this section shall not be prevented from serving
the Corporation in any other capacity arid shall not be prohibited from
receiving reasonable compensation for such other services.

     Section  10.     Resignation.
                      -----------

     Any Director of the Corporation may resign at any time without acceptance
by the Corporation. Such resignation shall be in writing and may provide that
such resignation shall take effect immediately or on any future date stated in
such notice.

     Section  11.     Removal.
                      -------

     Any Director of the Corporation may be removed for cause by a majority vote
of the other members of the Board of Directors as then constituted or with or
without cause by the vote of the holders of a majority of the outstanding
..shares of capital stock shareholders of the Corporation called for such
purpose.

     Section  12.     Vacancies.
                      ---------

     In the event that a vacancy shall occur on the Board of Directors of the
Corporation whether because of death, resignation, removal, an increase in the
number of directors or any other reason, such vacancy may be filled by the vote
of a majority of the remaining directors of the Corporation even though such
remaining directors represent less than a quorum. An increase in the number of
directors shall create vacancies for the purpose of this section. A director of
the Corporation elected to fill a vacancy shall hold office for the unexpired
term of his predecessor, or in the case of an increase in the number of
directors, until the election and qualification of directors at the next annual
meeting of the shareholders.


                                       13
<PAGE>
                                   ARTICLE IV
                                    Officers
                                    --------

     Section  1.     Election;  Number;  Terms  of  Office.
                     -------------------------------------

     a.   The  officers  of the Corporation shall consist of a Chairman of the
Board, a President, a Secretary and a Treasurer, each of whom shall be elected
by the Board of Directors at such time and in such manner as may be prescribed
by these Bylaws. Such other officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors.

     b.   All  officers and agents, as between themselves and the Corporation,
shall have such authority and perform such duties in the management of the
Corporation as are provided in these Bylaws, or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws.

     c.   Any  two  (2)  or more offices may be held by the same person except
the  offices  of  the  President  and  Secretary.

     d.   A  failure  to elect a Chairman of the Board, President, a Secretary
and  a  Treasurer  shall  not  affect  the  existence  of  the  Corporation.

     Section  2.    Removal.
                    -------

     An officer of the Corporation shall hold office until the election and
qualification of his successor; however, any officer of the Corporation may be
removed from office by the Board of Directors whenever in its judgment the best
interests 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 any officer shall tot of itself create any contract
right to employment or compensation.

     Section  3.    Vacancies.
                    ---------

     Any  vacancy  in  any office from any cause may be filled for the unexpired
portion  of  the  term  of  such  office  by  the  Board  of  Directors.

     Section  4.    Powers  and  Duties.
                    -------------------

     a.   The  Chairman  of  the Board shall be the Chief Executive Officer of
the Corporation. The Chairman of the Board shall preside at all meetings of the
shareholders and of the Board of Directors. Except where by law the signature of
the President is required or unless the Board of Directors shall rule otherwise,
the Chairman of the Board shall possess the same power as the President to sign
all certificates, contracts and other instruments of the Corporation which may
be authorized by the Board of Directors. Unless a Chairman of the Board is
specifically elected, the President shall be deemed to be the Chairman of the
Board.


                                       14
<PAGE>
     b.   The  President  shall  be  the  Chief  Operating  Officer  of  the
Corporation. He shall be responsible for the general day-to-day supervision of
the business and affairs of the Corporation. He shall sign or countersign alt
certificates, contracts or other instruments of the Corporation as authorized by
the Board of Directors. He may, but need not, be a member of the Board of
Directors. In the absence of the Chairman of the Board, the President shall be
the Chief Executive Officer of the Corporation and shall preside at all meetings
of the shareholders arid the Board of Directors. He shall make reports to the
Board -of Directors and shareholders. He shall perform such, other duties as are
incident to his office or are properly required of him by the Board of
Directors. The Board of Directors will at all times retain the power to
expressly delegate the duties of the President to any other officer of the
Corporation.

     c.   The  Vice-President(s), if any, in the order designated by the Board
of Directors, shall exercise the functions of the President during the absence,
disability, death, or refusal. to act of the President. During the time that any
Vice-President is properly exercising the functions of the President, such
Vice-President shall have all the powers of arid be subject to all the
restrictions upon the President. Each Vice-President shall have such other
duties as are assigned to him from time to time by the Board of Directors or by
the President of the Corporation.

     d.   The  Secretary  of  the  Corporation  shall  keep the minutes of the
meetings of the shareholders of the Corporation and, if so requested, the
Secretary shall keep the minutes of the meetings of the Board of Directors of
the Corporation. The Secretary shall be the custodian of the minute books of the
Corporation and such other books and records of the Corporation as the Board of
Directors of the Corporation may direct. The Secretary shall make or cause to be
made all proper entries in all corporate books that the Board of Directors of
the Corporation may direct. The Secretary shall make or cause to be made all
proper entries in all corporate books that the Board of Directors of the
Corporation shall have the general responsibility for maintaining the stock
transfer books of the Corporation, or of supervising the maintenance of the
stock transfer books of the Corporation by the transfer agent, if any, of the
Corporation. The Secretary shall be the custodian of the corporate seal of the
Corporation and shall affix the corporate seal of the Corporation on contracts
and otter instruments as the Board of Directors of the Corporation may direct.
The Secretary shall perform such other duties as are assigned to him from time
to time by the Board of Directors or the President of the Corporation.

     e.   The Treasurer of the Corporation shall have custody of all funds and
securities owned by the Corporation. The Treasurer shall cause to be entered
regularly in the proper books of account of the Corporation full and accurate
accounts of the receipts and disbursements of the Corporation. The Treasurer of
the Corporation shall render a statement of cash, financial and other accounts
of the Corporation whenever he is directed to render such a statement by the
Board of Directors or by the President of the Corporation. The Treasurer shall
at all reasonable times make available the Corporation's books and financial
accounts to any Director of the Corporation during normal business hours. The
Treasurer shall perform all other acts incident to the office of the Treasurer
of the Corporation, and he shall have such other duties as are assigned to him
from time to time by the Board of Directors or the President of the Corporation.


                                       15
<PAGE>
     f.   Other  subordinate  or  assistant officers appointed by the Board of
Directors or by the President, if such authority is delegated to him by the
Board of Directors, shall exercise such powers and perform such duties as may be
delegated to them by the Board of Directors or by the President, as the case may
be.

     g.   In  case  of  the  absence  ox  disability  of  any  officer  of the
Corporation and of any person authorized to act in his place during such period
of absence or disability, the Board of Directors may from tine to time delegate
the powers arid duties of such officer to any other officer or any director or
any other person whom it may select.

     Section  5.     Salaries.
                     --------

     The salaries of all Officers of the Corporation shall be fixed by the Board
of Directors. No officer shall be ineligible to receive such salary by reason of
the fact that he is also a Director of the Corporation and receiving
compensation therefor.


                                    ARTICLE V
                        Loans to Employees and Officers:
                        --------------------------------
                Guaranty of Obligations of Employees and Officers
                -------------------------------------------------

     This Corporation may lend money to, guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a Director of the
Corporation ox of a subsidiary, whenever, in the judgment of the Directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the Board of
Directors shall approve including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Article shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of this Corporation at common law
or under any statute.

                                   ARTICLE VI
                  STOCK CERTIFICATES; VOTING TRUSTS; TRANSFERS
                  --------------------------------------------

     Section  1.     Certificates  Representing  Shares.
                     ----------------------------------

     a.   Every  holder of shares in this Corporation shall be entitled to one
or more certificates, representing all shares to which he is entitled and such
certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President or Vice President and the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation. In case any officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be used by the Corporation with the same
effect as if he were such officer at the date of its issuance.


                                       16
<PAGE>
     b.   Each  certificate  representing  shares  shall  state  upon the face
thereof; (i) the name of the Corporation; (ii) that the Corporation is organized
under the laws of this state; (iii) the name of the person or persons to whom
issued; (iv) the number and class of shares, and the designation of the series,
if any, which such certificate represents; and (v) the par value of each share
represented by such certificate, or a statement that the shares are without par
value.

     c.   No  certificate  shall  be issued for any shares until such share if
fully  paid.

     Section  2.    Transfer  Book.
                    --------------

     The  Corporation  shall keep at its registered office of principal place of
business  or  in the office of its transfer agent or registrar, a book (or books
where  more than one kind, class, or series of stock is outstanding) to be known
as  the Stock Book, containing the names, alphabetically arranged, addresses and
Social  Security  numbers of every shareholder, and the number of shares of each
kind,  class  or series of stock held of record. Where the Stock Book is kept in
the  office  of  the transfer agent, the Corporation shall keep at its office in
the  State  of  Colorado copies of the stock lists prepared from said Stock Book
and sent to it from time to time by said transfer agent. The Stock Book or stock
lists  shall  show  the  current  status  of  the  ownership  of  shares  of the
Corporation  provided,  if  the  transfer  agent  of  the Corporation be located
elsewhere,  a  reasonable  time  shall  be  allowed  for  transit  or  mail.

     Section  3.    Transfer  of  Shares.
                    --------------------

     a.   The  name(s) and address(s) of the person(s) to whom shares of stock
of this Corporation are issued, shall be entered on the Stock Transfer Books of
the Corporation, with the number of shares and date of issuance.

     b.   Transfer  of  shares  of  the Corporation shall be made on the Stock
Transfer Books of the Corporation by the Secretary or the transfer agent only
when the holder of record thereof or the legal representative of such holder of
record or the attorney-in-fact of such holder of record, authorized by power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation shall surrender the Certificate representing such shares for
cancellation. Lost, destroyed or stolen Stock Certificates shall be replaced
pursuant to Section 5 of this Article VI.

     c.   The  person  or  persons in whose names shares stand on the books of
the Corporation shall be deemed by the Corporation to be the owner of such
shares for all purposes., except as otherwise provided pursuant to Section 10
and 11 of Article II, or Section 4 of this Article VI.

     Section  4.    Voting  Trusts.
                    --------------

     a.   Any  number  of  shareholders of the Corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, for a period not to exceed ten (10) years,
by: (i) entering into a written voting trust; (ii) depositing a counterpart of
the agreement with the Corporation at its registered office; and


                                       17
<PAGE>
(iii) transferring their shares to such trustee or trustees for the purposes of
this Agreement. Prior to the recording of the Agreement, the shareholder
concerned shall tender the stock certificate(s) described therein to the
corporate secretary who shall note on each certificate:

     "This  Certificate is subject to the provisions o  a voting trust agreement
dated                         ,  recorded in Minute Book                    , of
      -----------------------                            -------------------
the  Corporation.


                       ----------------------------------
                                               Secretary"

     b.   Upon the transfer of such shares, voting trust certificates shall be
issued by the trustee or trustees to the shareholders who transfer their share
in trust. Such trustee or trustees shall keep a record of the holders of the
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders and the number and class of
the shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

     b.   Upon the transfer of such shares, voting trust certificates shall be
issued by the trustee or trustees to the share-holders who transfer their shares
in trust. Such trustee or trustees shall keep a record of the holders of the
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders and the number and class of
the shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.

     c.   The  counterpart  of the voting trust agreement and the copy of such
record so deposited with the Corporation shall be subject to the same right of
examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney, at
any reasonable time for any proper purpose.

     d.   At  any  time  before  the expiration of a voting trust agreement as
originally fixed or as extended one or more times under this Article VI,
Subsection 4(d) one or more holders of voting trust certificates may, by
agreement in writing, extend the duration of such voting trust agreement,
nominating the same or substitute trustee ox trustees, for an additional period
not exceeding ten (10) years. Such extension agreement shall not affect the
rights or obligations of persons not parties to the agreement, and such persons
shall be entitled to remove their shares from the trust and promptly to have
their stock certificates reissued upon the expiration date of the original term
of the voting trust agreement. The extension agreement shall in every respect
comply with and be subject to all the provisions of this Article VI, Section 4
applicable to the original voting trust agreement except that the ten (10) year
maximum period of duration shall commence on the date of adoption of the
extension agreement.


                                       18
<PAGE>
     e.   The  trustees  under  the terms of the agreements entered into under
the provisions of this Article VI, Section 4 shall not acquire the legal title
to the shares but shall be. vested only with the legal right and title to the
voting power which is incident to the ownership of the shares.

     Section  5.    Lost,  Destroyed,  or  Stolen  Certificates.
                    -------------------------------------------

     No certificate representing shares of the stock in the Corporation shall be
issued in place of any Certificate alleged to have been lost, destroyed, or
stolen except on production of evidence, satisfactory to the Board of Directors,
of such loss, destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount (but not to exceed twice
the fair market value of the shares represented by the Certificate) and with
such terms and with such surety as the Board of Directors may, in its
discretion, require.

                                   ARTICLE VII
                                Books and Records
                                -----------------

     a.   The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders, Board of
Directors and committees of Directors.

     b.   Any  books,  records  and  minutes  may be in written form or in any
other form capable of being converted into written form within a reasonable
time.

     c.   Any  person who shall have been a holder of record of one quarter of
one percent of shares or of voting trust certificates therefor at least six
months immediately preceding his demand or shall be the holder of record of, or
the holder of record of voting trust certificates for, at least five (5%)
percent of the outstanding shares of any class or series of the Corporation,
upon written demand stating the purpose thereof, shall have the right to
examine, in person or by agent or attorney, at any reasonable time or times, fox
any proper purpose, its relevant books and records of account, minutes and
record of shareholders and to make extracts therefrom.

     d.   No shareholder who within two (2) years has sold or offered for sale
any list of shareholders or of holders of voting trust certificates for shares
of this Corporation or any other Corporation; has aided or abetted any person in
procuring any list of shareholders or of holders of voting trust certificates
for any such purpose; or has improperly used any information secured through any
prior examination of the books and records of account, minutes, or record of
shareholders or of holders of voting trust certificates for shares of the
corporation or any other Corporation; shall be entitled to examine the documents
and records of the Corporation as provided in Subsection (c) of this Article
VII. No shareholder who does not act in good faith or for a proper purpose in
making his demand shall be entitled to examine the documents and records of the
Corporation as provided in Subsection (c) of this Article VII.

     e.   Unless  modified by resolution of the shareholders, this Corporation
shall prepare not later than four (4) months after the close of each fiscal
year:


                                       19
<PAGE>
          (i)     A  balance  sheet  showing  in reasonable detail the financial
conditions  of  the  Corporation  as  of  the  date  of  its  fiscal  year.

          (ii)     A  profit  and  loss  statement  showing  the  results of its
operation  during  its  fiscal  year.

     f.   Upon  the  written  request  of  any shareholder or holder of voting
trust certificates for shares of the Corporation, the Corporation shall mail to
such shareholder or holder of voting trust certificates a copy of its most
recent balance sheet and profit and loss statement.

     g.   Such  balance  sheets  and profit and loss statements shall be filed
and kept for at least five (5) years in the registered office of the Corporation
in this state and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates.

                                  ARTICLE VIII
                                    Dividends
                                    ---------

     The Board of Directors of the Corporation may, from time to time, declare
and the Corporation may, pay dividends on its shares in cash, property or its
own shares, except when the Corporation is insolvent or when the payment thereof
would render the Corporation insolvent subject to the following provisions:

     a.   Dividends  in  cash  or property may be declared and paid, except as
otherwise provided in this Article VIII, only out of the unreserved and
unrestricted earned surplus of the Corporation or out of capital surplus,
however arising, but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per sharp paid
from such capital surplus shall be disclosed to the shareholders receiving the
same concurrently with the distribution.

     b.   Dividends  may  be  declared  and paid in the Corporation's treasury
shares.

     c.   Dividends  may  be declared and paid in the Corporation's authorized
but unissued shares out of any unreserved and unrestricted surplus of the
Corporation upon the following conditions:

          (i)     If  a  dividend  is  payable  in the Corporation's own shares,
having a par value, such shares shall be issued at not less than the par value
thereof and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus equal to the aggregate par value of the
shares to be issued as a dividend.

          (ii)     If  a  dividend  is  payable  in the Corporation's own shares
without par value, such shares shall be issued at such stated value as shall be
fixed by the Board of Directors by resolution adopted at the time such dividend
is declared, and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus equal to the aggregate stated value so
fixed in respect of such shares; and the amount per share so transferred to
stated capital shall be disclosed to the shareholders receiving such dividend
concurrently with the payment thereof.


                                       20
<PAGE>
     d.   No  dividend  payable  in  shares  of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or written consent
of the holders of at least a majority of the outstanding shares of the class in
which the payment is to be made.

     e.   A split up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the Corporation shall not be construed to be a stock dividend within the
meaning of this Article VIII.

                                   ARTICLE IX
                                 Indemnification
                                 ---------------

     Section  1.    Action,  etc.  Other  Than  by  or  in  the  Right  of  the
                    -----------------------------------------------------------
Corporation.
-----------

     The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the Corporation, (other than a judicial
action or suit brought by or in the right of the Corporation) by reason of the
fact that he is or was a director,-officer, employee or agent of the
Corporation, or that, being or having been such a director, officer, employee or
agent, he is or was serving at the request of the Corporation as a director,
officer, employee, or trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise (all such persons being referred to
hereafter as an "Agent"), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding, or any appeal
therein, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful. The termination of any action, suit or
proceeding -- whether by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent --shall not, of itself, create a
   ---------------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that his conduct was unlawful.

     Section 2.     Action, etc., by or in the Right of the Corporation.
                    ---------------------------------------------------

     The Corporation shall, indemnify any person who was or is a patty or is
threatened to be made a party to any threatened, pending or completed judicial
action or suit brought by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was an Agent (as
defined above) against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense, settlement or appeal
of such action or suit if he acted in good faith and in a mariner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for gross
negligence or willful misconduct in the performance of his or her duty to the
Corporation unless


                                       21
<PAGE>
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.

     Section 3.     Determination of Right of Indemnification.
                    -----------------------------------------

     Any indemnification under Section 1 or 2 (unless ordered by a court) shall
be made by the Corporation unless a determination is reasonably and promptly
made (i) by the Board by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, if a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such person acted in bad faith and in a manner that such
person did riot believe to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal proceeding, that such person
believed or had reasonable cause to believe that his conduct was unlawful.

     Section 4.     Indemnification Against Expenses of Successful Party.
                    ----------------------------------------------------

     Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice or the settlement of an
action without admission of liability, in defense of any, proceeding or in
defense of any claim, issue or matter therein, or on appeal from any such
proceeding, action, claim or matter, such Agent shall be indemnified against all
expenses incurred in connection therewith.

     Section 5.     Advances of Expenses.
                    --------------------

     Except as limited by Section 6 of this Article, costs, charges and expenses
(including attorneys' fees) incurred in any action, suit, proceeding or
investigation or any appeal therefrom shall be paid by the corporation in
advance of the final disposition of such matter, if the Agent shall undertake to
repay such amount in the event that it is ultimately determined, as provided
herein, that such person is not entitled to indemnification. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board of Directors by a majority vote of a
quorum of disinterested directors, or (if such a quorum is not obtainable or,
even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel in a written opinion, that, based upon the facts known
to the Board or counsel at the time such determination is made, such person
acted in bad faith and in a manner that such person did not believe to be in or
not opposed to the best interest of the Corporation, or, with respect to any
criminal proceeding, that such person, believed or had reasonable cause to
believe his conduct was unlawful. In no event shall any advance be made in
instances where the Board of independent legal counsel reasonably determines
that such person deliberately breached his duty to the Corporation or its
shareholders.


                                       22
<PAGE>
     Section 6.     Right of Agent to Indemnification Upon Application;
                    ---------------------------------------------------
                    Procedure Upon Application.
                    ---------------------------

     Any indemnification under Sections 1, 2 and 4 or advance under Section 5 of
this Article, shall be made promptly, and in any event within ninety (90) days,
upon the written request of the Agent, unless with respect to applications under
Sections 1, 2 or 5, a determination is reasonably and promptly made by the Board
of Directors by a majority vote of a quorum of disinterested directors that such
Agent acted in a manner set forth in such sections as to justify the
Corporation's not indemnifying or making an advance to the Agent. In the event
no quorum of disinterested directors is obtainable, the Board of Directors shall
promptly, direct that independent legal counsel shall decide whether the Agent
acted in the manner set forth in such Sections as to justify the Corporation's
not indemnifying or making an advance to the Agent. The right to indemnification
or advances as granted by this Article shall be enforceable by the Agent in any
court of competent jurisdiction, if the Board ox independent legal counsel
denies the claim, in whole or in part, or if no disposition of such claim is
made within ninety (90) days. The Agent's costs and expenses incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the Corporation.

     Section 7.     Contribution.
                    ------------

     In order to provide for just and equitable contribution in circumstances in
which the indemnification provided for in this Article is held by a court of
competent jurisdiction to be unavailable to an indemnitee in whole or part, the
Corporation shall, in such an event, after taking into account, among other
things, contributions by other directors and officers of the Corporation
pursuant to indemnification agreements or otherwise, and, in the absence of
personal enrichment, acts of intentional fraud or dishonesty or criminal conduct
on the part of the Agent, contribute to the payment of Agent's losses to the
extent that, after other contributions are taken into account, such losses
exceed: (i) in the case of a director of the Corporation or any of its
subsidiaries who is not an officer of the Corporation or any of such
subsidiaries, the amount of fees paid to him for serving as a director during
the 12 months preceding the commencement of the suit, proceeding or
investigation; or (ii) in the case of a director of the Corporation or any of
its subsidiaries who is also an officer of the Corporation or any of such
subsidiaries, the amount set forth in clause (i) plus 5% of the aggregate cash
compensation paid to said director for service in such office(s) during the 12
months preceding the commencement of the suit, proceeding or investigation; or
(iii) in the case of an officer of the Corporation or any of its subsidiaries,
5% of the aggregate cash compensation paid to such officer of service in such
office(s ) during the 12 months preceding the commencement of such suit,
proceeding or investigation.

     Section 8.     Other Rights and Remedies.
                    -------------------------

     The indemnification provided by this Article shall not be deemed exclusive
of, and shall not affect, any other rights to which an Agent seeking
indemnification may be entitled under any law, Bylaw, or charter provision,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while


                                       23
<PAGE>
holding such office, and shall continue as to a person who has ceased to be an
Agent and shall. inure to the benefit of the heirs, executors and administrators
of such a person. All rights to indemnification under this Article shall be
deemed to be provided by a contract between the Corporation and the Agent who
serves in such capacity at any time while these Bylaws and other relevant
provisions of the general corporation law and other applicable law, if any are
in effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.

     Section 9.     Insurance.
                    ---------

     Upon resolution passed by the Board, the Corporation may purchase and
maintain insurance on behalf of any person who is or was an Agent against any
liability asserted against such person and 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 such person against such liability under the provisions
of this Article. The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

     Section 10.     Constituent Corporation.
                     -----------------------

     For the purposes of this Article, references to the "Corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation, so that any person who is or was a
director, officer, employee, agent or trustee of such a constituent corporation
or who, being or having been such a director, officer, employee or trustee, is
or was serving at the request of such constituent corporation as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would if he had served the resulting or surviving
corporation in the same capacity.

     Section 11.     Other Enterprises, Fines and Serving at Corporation's
                     -----------------------------------------------------
Request.
-------

     For purposes of this Article, references to "other enterprise" in Sections
1 and 10 shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by Agent as director, officer, employee, trustee or
agent of the Corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

     Section 12.     Savings Clause.
                     --------------

     If this Article or any portion thereof shall be invalidated on any ground
by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each Agent as to expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with


                                       24
<PAGE>
respect to any action, suit, appeal, proceeding or investigation, whether civil,
criminal or administrative. and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.

                                    ARTICLE X
                               Amendment of Bylaws
                               -------------------

     a.     The Board of Directors shall have the power to amend, alter, or
repeal these Bylaws, and to adopt new Bylaws, from time to time.

     b.     The shareholders of the Corporation, may, at any annual meeting of
the shareholders of the Corporation or at any special meeting of the
shareholders of the Corporation called for the purpose of amending these Bylaws,
amend, alter, or repeal these Bylaws, and adopt new Bylaws, from time to time.

     c.     The Board of Directors shall not have the authority to adopt or
amend any Bylaw if such new Bylaw of such amendment would be inconsistent with
any Bylaw previously adopted by the shareholders of the Corporation. The
shareholders may prescribe in any Bylaw made by them that such Bylaw shall not
be altered, amended or repealed by the Board of Directors.

                                   ARTICLE XI
                             Shareholder Agreements
                             ----------------------

     Unless the shares of this Corporation are listed on a national securities
exchange or are regularly quoted by licensed securities dealers and brokers, all
the shareholders of this Corporation may enter into agreements relating to any
phase of business and affairs of the Corporation and which may provide for,
among other things, the election of directors of the Corporation in a manner
determined without reference to the number of shares of capital stock of the
Corporation owned by its shareholders, the determination of management policy,
and division of profits. Such agreement may restrict the discretion of the Board
of Directors end its management of the business of the Corporation or may treat
the Corporation as if it were a partnership or may arrange the relationships of
the shareholders in a manner that would be appropriate only among partners. In
the event such agreement shall be inconsistent in whole or in part with the
Articles of Incorporation and/or Bylaws of the Corporation, the terms of such
agreement shall govern. Such agreement shall be binding upon any transferee of
shares of this corporation provided such transferee has actual, notice thereof
or a legend referring to such agreement is noted on the face or back of the
certificate or certificates representing the shares transferred to such
transferee.


                                       25
<PAGE>
                                   ARTICLE XII
                                   Fiscal Year
                                   -----------

The  Fiscal  Year  of  this  Corporation  shall  be  determined  by the Board of
Directors.

Date:    8/31/93
     --------------

                                                     /s/
                                               ---------------------------------
                                               Secretary



[S  E  A  L]


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