Exhibit
3.2

BYLAWS
                                                        OF
                                                  DISABOOM, INC.

ARTICLE I
                                                      OFFICES

Section
1.1  Principal Office.   The principal office of the corporation shall be located as
designated by the Board of Directors, either within or without the State of Colorado. The
corporation may have such other offices, either within or without the State of Colorado,
as the Board of Directors may designate or as the business of the corporation may require
from time to time.

Section
1.2  Registered Office.   The registered office of the corporation, required by the
Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but
need not be, identical with the principal office if located in the State of Colorado, and
the address of the registered office may be changed from time to time by the Board of
Directors.

ARTICLE IISHAREHOLDERS

Section
2.1  Annual Meeting.   The annual meeting of the shareholders shall be held at such
time on such day as shall be fixed by the Board of Directors, for the purpose of electing
directors and for the transacting of such other business as may come before the meeting.
If the election of directors shall not be held on the date designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the shareholders as soon
thereafter as may be convenient.

Section
2.2  Special Meetings.   Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the request of the holders of
not less than one-tenth of all votes entitled to be cast at the meeting; provided,
however, that the requesting holders must have held their ownership in the corporation for
at least twelve consecutive months.

Section
2.3  Place of Meetings.   The Board of Directors may designate any place, either
within or without the State of Colorado, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place, either within or
without the State of Colorado, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of meeting
shall be the principal office of the corporation in the State of Colorado.

Section
2.4 Notice of Meeting.   Written notice stating the place, day and hour of the
meeting of shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall, unless otherwise prescribed by statute, be delivered
not less than ten nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, or the Secretary, or the officer or
other persons calling the meeting, to each shareholder of record entitled to vote at such
meeting; provided, however, that if the authorized shares of the corporation are to be
increased, at least 30 days notice shall be given. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the shareholder at
his address as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

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Section
2.5  Meeting of all Shareholders.   If all of the shareholders shall meet at any time
and place, either within or without the State of Colorado, and consent to the holding of a
meeting at such time and place, such meeting shall be valid with out call or notice, and
at such meeting any corporate action may be taken.

Section
2.6  Fixing of Record Date.   The Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to be not
more than 50 days and, in case of a meeting of shareholders, not less than ten days prior
to the date on which the particular action, requiring such determination of shareholders,
is to be taken. If no record date is fixed for the determination of shareholders entitled
to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply to any adjournment
thereof.

Section
2.7  Voting Record.   The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least ten days before such meeting of
shareholders, a complete record of the shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in alphabetical order, with the address
of and the number of shares held by each. The record, for a period of ten days prior to
such meeting, shall be kept on file at the principal office of the corporation, whether
within or without the State of Colorado, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual business
hours. Such record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time of the
meeting for the purposes thereof.

The
original stock transfer books shall be the prima facie evidence as to the identity of the
shareholders entitled to examine the record or transfer books or to vote at any meeting of
shareholders.

Section
2.8  Quorum.   One-third of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, except as otherwise provided by the Colorado Business Corporation Act and
the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority
of the shares so represented may adjourn the meeting from time to time for a period not to
exceed 60 days. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the
original meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

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Section
2.9  Manner of Acting.   If a quorum is present, the affirmative vote of the majority
of the votes cast on any matter submitted for shareholder action shall be the act of the
shareholders, unless the vote of a greater proportion or number or voting by classes is
otherwise required by statute or by the Articles of Incorporation or these Bylaws.

Section
2.10  Proxies.   At all meetings of shareholders a shareholder may vote in person or
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after 11 months from the date of
its execution, unless otherwise provided in the proxy. Proxies shall be in such form as
shall be required by the Board and as set forth in the notice of meeting and/or proxy or
information statement concerning such meeting.

Section
2.11  Voting of Shares.   Unless otherwise provided by these Bylaws or the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders, and each fractional share
shall be entitled to a corresponding fractional vote on each such matter.

Section
2.12  Voting of Shares by Certain Shareholders.   Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the Board of Directors
of such other corporation may determine.

Shares
standing in the name of a deceased person, a minor ward or an incompetent person, may be
voted by his administrator, executor, court appointed guardian or conservator, either in
person or by proxy without a transfer of such shares into the name of such administrator,
executor, court appointed guardian or conservator. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his name.

Shares
standing in the name of a receiver may be voted by such receiver and shares held by or
under the control of a receiver may be voted by such receiver without the transfer thereof
into his name if authority so to do is contained in an appropriate order of the court by
which the receiver was appointed.

A
shareholder whose shares are pledged shall be entitled to vote such shares until the
shares havebeen transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.

Neither
treasury shares of its own stock belonging to this corporation, nor shares of its own
stock held by it in a fiduciary capacity, nor shares of its own stock held by another
corporation if the majority of the shares entitled to vote for the election of directors
of such other corporation is held by the corporation, may be voted, directly or
indirectly, at any meeting and shall not be counted in determining the total number of
outstanding shares at any given time.

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Redeemable
shares which have been called for redemption shall not be entitled to vote on any matter
and shall not be deemed outstanding shares on and after the date on which written notice
of redemption has been mailed to shareholders and a sum sufficient to redeem such shares
has been deposited with a hank or trust company with irrevocable instruction and authority
to pay the redemption price to the holders of the shares upon surrender of certificates
therefor.

Shares
held of record by a shareholder but which are held for the account of a specified person
or persons may be voted by such person or persons, provided the shareholder has certified
to the corporation in writing that all or a portion of the shares registered in the name
of the shareholder are held for the account of such person or persons, as provided in
Article VI. Section 6.6 of these Bylaws.

Section
2.13  Informal Action by Shareholders.   Any action required or permitted to be taken
at a meeting of the shareholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof. Signature by facsimile shall be given the
same force and effect as original signatures, and any consent in writing may be executed
in counterparts.

Section
2.14  Voting by Ballot.   Voting on any question or in any election may be by voice
vote unless the presiding officer shall order or any shareholder shall demand that voting
be by ballot.

Section
2.15  No Cumulative Voting.   No shareholder shall be permitted to cumulate his votes
by giving one candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same principle
among any number of candidates.

ARTICLE IIIBOARD OF DIRECTORS

Section
3.1  General Powers.   The business and affairs of the corporation shall be managed by its
Board of Directors.

Section
3.2  Number, Tenure and Qualifications.   The initial number of directors shall be
four. The number of directors fixed by these bylaws may be increased or decreased from
time to time by resolution of the board of directors. The tenure of a director shall not
be affected by any decrease or increase in the number of directors so made by the board.
Each director shall hold office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.

Section
3.3  Regular Meetings.   A regular meeting of the Board of Directors shall be held
without other notice than this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Colorado, for the holding of
additional regular meetings, without other notice than such resolution.

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Section
3.4  Special Meetings.   Special meetings of the Board of Directors may be called by
or at the request of the Chairman, if there be one, the President, any of the directors,
or by such persons as are authorized to call special meetings under the Colorado Business
Corporation Act. The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of Colorado, as the place
for holding any special meeting of the Board of Directors called by them.

Section
3.5  Notice.   Written notice of any special meeting of directors shall be given by
mail to each director at his business address at least three days prior to the meeting or
by personal delivery, fax or telegram at least 24 hours prior to the meeting to the
business address of each director, or in the event such notice is given on a Saturday,
Sunday or holiday, to the residence address of each director, or on such shorter notice as
the person or persons calling the meeting, acting in good faith, may deem necessary or
appropriate in the circumstances. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, so addressed, with postage thereon prepaid. If
notice is given by fax, such notice shall be deemed to be delivered when confirmation
(either by electronic means or by the person receiving the fax) of such fax is received by
the sender. If notice be given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company.

Any
director may waive notice of any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

Section
3.6  Quorum.   A majority of the directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.

Section
3.7  Manner of Acting.   Except as otherwise required by law or by the Articles of
Incorporation, the act of the majority of the directors present at a meeting at which a
quorum is present shall be an act of the Board of Directors.

Section
3.8  Action by Directors Without a Meeting.   Any action required or permitted to be
taken by the Board or Directors or by a committee thereof at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors or all or the committee members entitled to vote with
respect to the subject matter thereof. Signatures may be original signatures or by fax.
Signatures on such consent may be made in counterparts.

Section
3.9  Participation by Electronic Means.   Any members of the Board of Directors or any
committee designated by such Board may participate in a meeting of the Board of Directors
or committee by means of telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

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

Section
3.11  Resignation.   Any director of the corporation may resign at any time by giving
written notice to the President or the Secretary of the corporation. The resignation of
any director shall take effect upon receipt of notice thereof or at any such later time as
shall be specified in such notice; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. When one or more
directors shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective.

Section
3.12  Removal.   Any director or directors of the corporation may be removed at any
time, with or without cause, in the manner provided in the Colorado Business Corporation
Act.

Section
3.13  Committees.   By resolution adopted by a majority of the Board of Directors, the
directors may designate two or more directors to constitute a committee, any of which
shall have such authority in the management of the corporation as the Board of Directors
shall designate and as shall not be proscribed by the Colorado Business Corporation Act.

Section
3.14  Compensation.   By resolution of the Board of Directors and irrespective of any
personal interest of any of the members, each director may be paid his expenses, if any,
of attendance at each meeting of the Board of Directors, and may be paid a stated salary
as director or a fixed sum for attendance at each meeting of the Board of Directors, or
both. No such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

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

ARTICLE IVOFFICERS

Section
4.1  Number.   The officers of the corporation shall be a President, who shall be
elected by the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.

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

Section
4.3  Removal.   Any officer or agent may be removed by the Board of Directors whenever
in its judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself create
contract rights.

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

Section
4.5  Chairman of the Board.   If the directors so desire, they may elect a Chairman of
the Board from among themselves. The chairman of the board shall preside at all meetings
of the stockholders and of the Board of Directors. He shall have such other powers and
duties as may be prescribed by the Board of Directors.

Section
4.6  President.   The President shall be the chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the corporation. He shall, if no
Chairman be elected, be the chief executive officer of the corporation and shall preside
at all meetings of the shareholders and of the Board of Directors. He may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation and deeds, mortgages, bonds,
contracts or equipment leases entered into in the ordinary course of business, and other
contracts or instruments which the Board of Directors has authorized to be executed,
except in caseswhere the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time.

Section
4.7  The Vice Presidents.   If elected or appointed by the Board of Directors, the
Vice President (or in the event there be more than one vice president, the vice presidents
in the order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall, in the absence of the President
or in the event of his death or inability to act, perform all duties of the President, and
when so acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation, and contracts or equipment leases entered into
in the ordinary course of business; and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

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Section
4.8  The Secretary.   If elected or appointed by the Board of Directors, the Secretary
shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see that the
seal of the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer books of the corporation; (g)
in general perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of Directors.

Section
4.9  The Treasurer.   If elected or appointed by the Board of Directors, the Treasurer
shall: (a) have charge and custody of and be responsible for all funds and securities of
the corporation; (b) receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article V of these Bylaws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.

Section
4.10  Assistant Secretaries and Assistant Treasurers.   The Assistant Secretaries,
when authorized by the Board of Directors, may sign with the President or a Vice President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Secretaries and
Assistant Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the Board of
Directors.

Section
4.11  Bonds.   If the Board of Directors by resolution shall so require, any officer
or agent of the corporation shall give bond to the corporation in such amount and with
such surety as the Board of Directors may deem sufficient, conditioned upon the faithful
performance of their respective duties and offices.

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

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ARTICLE VCONTRACTS, LOANS,
CHECKS AND DEPOSITS

Section
5.1  Contracts.   The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined to
specific instances. The President or any Vice-President may enter into contracts or
equipment leases entered into in the ordinary course of business.

Section
5.2  Loans.   No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific instances.

Section
5.3  Checks, Drafts, Etc.   All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by resolution of
the Board of Directors.

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

ARTICLE VISHARES, CERTIFICATES
FOR SHARES AND TRANSFER OF SHARES

Section
6.1  Regulations.   The Board of Directors may make such rules and regulations as it
may deem appropriate concerning the issuance, transfer and registration of certificates
for shares of the corporation, including the appointment of transfer agents and
registrars.

Section
6.2  Certificates for Shares.   Certificates representing shares of the corporation
shall comply with the statutes of the State of Colorado and shall be signed by two
executive officers of the corporation; provided that such signatures may be by facsimile
if the certificate is counter signed by a transfer agent.

Section
6.3  Cancellation of Certificates.   All certificates surrendered to the corporation
for transfer shall be canceled and no new certificates shall be issued in lieu thereof
until the former certificate for a like number of shares shall have been surrendered and
canceled, except as herein provided with respect to lost, stolen or destroyed
certificates.

Section
6.4  Lost, Stolen or Destroyed Certificates.   Any shareholder claiming that his
certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation
of that fact and lodge the same with the Secretary of the corporation, accompanied by a
signed application for a new certificate. Thereupon, and upon the giving of a satisfactory
bond of indemnity to the corporation not exceeding an amount double the value of the
shares as represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a new
certificate may be issued of the same tenor and representing the same number, class and
series of shares as were represented by the certificate alleged to be lost, stolen or
destroyed.

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Section
6.5  Transfer of Shares.   Subject to the terms of any shareholder agreement relating
to the transfer of shares or other transfer restrictions contained in the Articles of
Incorporation or authorized therein, shares of thecorporation shall be
transferable on the books of the corporation by the holder thereof in person or by his
duly authorized attorney, upon the surrender and cancellation of a certificate or
certificates for a like number of shares. Upon presentation and surrender of a certificate
for shares properly endorsed and payment of all taxes therefor, the transferee shall be
entitled to a new certificate or certificates in lieu thereof. As against the corporation,
a transfer of shares can be made only on the books of the corporation and in the manner
hereinabove provided, and the corporation shall be entitled to treat the holder of record
of any shares as the owner thereof and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the statutes
of the State of Colorado.

Section
6.6  Shares Held for the Account of a Specified Person or Persons.   The Board of
Directors may adopt by resolution a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or persons.
The resolution shall set forth:

| | (a) | The
classification of shareholder who may certify;
| | --- | --------------------------------------------------

| | (b) | The
purpose or purposes for which the certification may be made;
| | --- | ----------------------------------------------------------------

| | (c) | The
form of certification and information to be contained therein;
| | --- | ------------------------------------------------------------------

| | (d) | If
the certification is with respect to a record date or closing of the stock
          transfer books, the time after the record date or closing of the stock transfer
          books within which the certification must be received by the corporation; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Such
other provisions with respect to the procedure as are deemed necessary or
          desirable.
| | --- | ---------------------------------------------------------------------------------------------------

Upon
receipt by the corporation of a certification complying with the procedure, the persons
specified in the certification shall be deemed, for the purpose or purposes set forth in
the certification, to be the holders of record of the number of shares specified in place
of the shareholder making the certification.

ARTICLE VIITAXABLE YEAR

The
taxable year of the corporation shall be determined by resolution of the Board of
Directors.

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ARTICLE VIIIDIVIDENDS

The
Board of Directors may from time to time declare, and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions provided by law
and its Articles of Incorporation.

ARTICLE IX CORPORATE SEAL

The
Board of Directors may provide a corporate seal which shall be circular in form and shall
have inscribed thereon the name of the corporation and the state of incorporation and the
word Seal.

ARTICLE X WAIVER OF NOTICE

Whenever
any notice is required to be given under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the provisions of the Colorado
Business Corporation Act, or otherwise, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the event or other
circumstance requiring such notice, shall be deemed equivalent to the giving of such
notice.

ARTICLE XI AMENDMENTS

These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of
the directors present at any meeting of the Board of Directors of the corporation at which
a quorum is present.

ARTICLE XII EXECUTIVE COMMITTEE

Section
12.1  Appointment.   The Board of Directors by resolution adopted by a majority of the
full Board, may designate two or more of its members to constitute an Executive Committee.
The designation of such Committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law.

Section
12.2  Authority.   The Executive Committee, when the Board of Directors is not in
session, shall have and may exercise all of the authority of the Board of Directors except
to the extent, if any, that such authority shall be limited by the resolution appointing
the Executive Committee and except also that the Executive Committee shall not have the
authority of the Board of Directors in reference to amending the Articles of
Incorporation, adopting a plan of merger or consolidation, recommending to the
shareholders the sale, lease or other disposition of all or substantially all of the
property and assets of the corporation otherwise than in the usual and regular course of
its business, recommending to the shareholders a voluntary dissolution of the corporation
or a revocation thereof, or amending the Bylaws of the corporation.

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Section
12.3  Tenure and Qualifications.   Each member of the Executive Committee shall hold
office until the next regular annual meeting of the Board of Directors following his
designation and until his successor is designated as a member of the Executive Committee
and is elected and qualified.

Section
12.4  Meetings.   Regular meetings of the Executive Committee may be held without
notice at such time and places as the Executive Committee may fix from time to time by
resolution. Special meetings of the Executive Committee may be called by any member
thereof upon not less than one days notice stating the place, date and hour of the
meeting, which notice may be written or oral, and if mailed, shall be deemed to be
delivered when deposited in the United States mail addressed to the member of the
Executive Committee at his business address. Any member of the Executive Committee may
waive notice of any meeting and no notice of any meeting need be given to any member
thereof who attends in person. The notice of a meeting of the Executive Committee need not
state the business proposed to be transacted at the meeting.

Section
12.5  Quorum.   A majority of the members of the Executive Committee shall constitute
a quorum for the transaction of business at any meeting thereof, and action of the
Executive Committee must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.

Section
12.6  Action by Executive Committee Without a Meeting.   Any action required or
permitted to be taken by the Executive Committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the members entitled to vote with respect to the subject matter thereof.

Section
12.7  Vacancies.   Any vacancy in the Executive Committee may be filled by a
resolution adopted by a majority of the full Board of Directors.

Section
12.8  Resignations and Removal.   Any member of the Executive Committee may be removed
at any time with or without cause by resolution adopted by a majority of the full Board of
Directors. Any member of the Executive Committee may resign from the Executive Committee
at any time by giving written notice to the President or Secretary of the corporation, and
unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section
12.9  Procedure.   The Executive Committee shall elect a presiding officer from its
members and may fix its own rules of procedure which shall not be inconsistent with these
Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board
of Directors for its information at the meeting thereof held next after the proceedings
shall have been taken.

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ARTICLE XIIIEMERGENCY BYLAWS

The
Emergency Bylaws provided in this Article XIII shall be operative during any emergency in
the conduct of the business of the corporation resulting from an attack on the United
States or any nuclear or atomic disaster, notwithstanding any different provision in the
preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or
in the Colorado Business Corporation Act. To the extent not inconsistent with the
provisions of this article, the Bylaws provided in the preceding articles shall remain in
effect during such emergency and upon its termination the Emergency Bylaws shall cease to
be operative.

During
any such emergency:

(a)       
          A meeting of the Board of Directors may be called by any officer or director of
          the corporation. Notice of the time and place of the meeting shall be given by
          the person calling the meeting to such of the directors as it may be feasible to
          reach by any available means of communication. Such notice shall be given at
          such time in advance of the meeting as circumstances permit in the judgment of
          the person calling the meetings.

(b)       
          At any such meeting of the Board of Directors, a quorum shall consist of the
          number of directors in attendance at such meeting.

(c)       
          The Board of Directors, either before or during any such emergency, may,
          effective in the emergency, change the principal office or designate several
          alternative principal offices or regional offices, or authorize the officers so
          to do.

(d)       
          The Board of Directors, either before or during any such emergency, may provide,
          and from time to time modify, lines of succession in the event that during such
          an emergency any or all officers or agents of the corporation shall for any
          reason be rendered incapable of discharging their duties.

(e)       
          No officer, director or employee acting in accordance these Emergency Bylaws
          shall be liable except for willful misconduct.

(f)       
          These Emergency Bylaws shall be subject to repeal or change by further action of
          the Board of Directors or by action of the shareholders, but no such repeal or
          change shall modify the provisions of the next preceding paragraph with regard
          to action taken prior to the time of such repeal or change. Any amendment of
          these Emergency Bylaws may make any further or different provision that may be
          practical and necessary for the circumstances of the emergency.

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