BYLAWS

OF

ATINETWORKS, INC.
(AMENDED AS OF JUNE 1, 1998)

ARTICLE I

OFFICES

     Section 1.1 PRINCIPAL OFFICE. The principal office of the corporation in 
the State of Wisconsin shall be located in the City of Fond du Lac, Wisconsin. 
The corporation may have such other offices, either within or outside of 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 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 II

SHAREHOLDERS

     Section 2.1 ANNUAL MEETING. The annual meeting of the shareholders shall 
be held on the last Tuesday of April in each year, commencing with the year 
1999, at the hour of 10:00 A.M., or at such other time on such other day as 
shall be fixed 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. If the day fixed for the annual meeting shall be a legal holiday 
in the State of Colorado, such meeting shall be held on the next succeeding 
business day. If the election of directors shall not be held on the day 
designated herein for any annual meeting of the shareholders, or at any 
adjournment thereof, the Board of Directors shall cause the election to be 
held at a special meeting of the shareholders as soon thereafter as may be 
convenient.

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     A shareholder may apply to the district court in the county in Colorado 
where the corporation's principal office is located or, if the corporation has 
no principal office in Colorado, to the district court of the county in which 
the corporation's registered office is located to seek an order that a 
shareholder meeting be held (i) if an annual meeting was not held within six 
months after the close of the corporation's most recently ended fiscal year or 
fifteen months after its last annual meeting, whichever is earlier, or (ii) if 
the shareholder participated in a proper call or of proper demand for a 
special meeting and notice of the special meeting was not given within thirty 
days after the date of the call or the date the last of the demands necessary 
to require calling of the meeting was received by the corporation pursuant to 
C.R.S. § 7-107-102(1)(b), or the special meeting was not held in 
accordance with the notice.

     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 upon the receipt of one or more written demands for a special 
meeting, stating the purpose or purposes for which it is to be held, signed 
and dated by the holders of shares representing at least ten percent of all 
the votes entitled to be cast on any issue proposed  to be considered at the 
meeting.

     Section 2.3 PLACE OF MEETINGS. The Board of Directors may designate any 
place, either within or outside of the State of Colorado, as the place of 
meeting for any annual meeting or for any special meeting called by the Board 
of Directors. 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 sixty 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 number of authorized shares is to be 
increased, at least thirty days' notice shall be given. 

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     Notice of a special meeting shall include a description of the purpose or 
purposes of the meeting. Notice of an annual meeting need not include a 
description of the purpose or purposes of the meeting except the purpose or 
purposes shall be stated with respect to (i) an amendment to the articles of 
incorporation of the corporation, (ii) a merger or share exchange in which the 
corporation is a party and, with respect to a share exchange, in which the 
corporation's shares will be acquired, (iii) a sale, lease, exchange or other 
disposition, other than in the usual and regular course of business, of all or 
substantially all of the property of the corporation or of another entity 
which this corporation controls, in each case with or without the goodwill, 
(iv) a dissolution of the corporation, or (v) any other purpose for which a 
statement of purpose is required by the Colorado Business Corporation Act.

     Notice shall be given personally or by mail, private carrier, telegraph, 
teletype, electronically transmitted facsimile or other form of wire or 
wireless communication by or at the direction of the president, the secretary, 
or the officer or persons calling the meeting, to each shareholder of record 
entitled to vote at such meeting. If mailed and if in a comprehensible form, 
such notice shall be deemed to be given and effective when deposited in the 
United States mail, addressed to the shareholder at his address as it appears 
in the corporation's current record of shareholders, with postage prepaid. If 
notice is given other than by mail, and provided that such notice is in a 
comprehensible form, the notice is given and effective on the date received 
by the shareholder.

     If requested by the person or persons lawfully calling such meeting, the 
notice shall be given at corporate expense.

     When a meeting is adjourned to another date, time or place, notice need 
not be given of the new date, time or place if the new date, time or place of 
such meeting is announced before adjournment at the meeting at which the 
adjournment is taken. At the adjourned meeting the corporation may transact 
any business which may have been transacted at the original meeting. If the 
adjournment is for more than 120 days, or if a new record date is fixed for 
the adjourned meeting, a new notice of the adjourned meeting shall be given to 
each shareholder of record entitled to vote at the meeting as of the new 
record date.

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     A shareholder may waive notice of a meeting before or after the time and 
date of the meeting by a writing signed by such shareholder. Such waiver shall 
be delivered to the corporation for filing with the corporate records. 
Further, by attending a meeting either in person or by proxy, a shareholder 
waives objection to lack of notice or defective notice of the meeting unless 
the shareholder objects at the beginning of the meeting to the holding of the 
meeting or the transaction of business at the meeting because of lack of 
notice or defective notice. By attending the meeting, the shareholder also 
waives any objection to consideration in the meeting of a particular matter 
not within the purpose or purposes described in the meeting notice unless the 
shareholder objects to considering the matter when it is presented.

     No notice need be sent to any shareholder if three successive notices 
mailed to the last known address of such shareholder have been returned as 
undeliverable until such time as another address for such shareholder is made 
known to the corporation by such shareholder. In order to be entitled to 
receive notice of any meeting, a shareholder shall advise the corporation in 
writing of any change in such shareholder's mailing address as shown on the 
corporation's books and records.

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

     Section 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the 
purpose of determining shareholders entitled to notice of or to vote at any 
meeting of shareholders or any adjournment thereof, or shareholders entitled 
to receive payment of any distribution, or in order to make a determination of 
shareholders for any other purpose, the Board of Directors of the corporation 
may provide that the share transfer books shall be closed for a stated period 
but not to exceed, in any case, seventy days. If the share transfer books 
shall be closed for the purpose of determining shareholders entitled to notice 
of or to vote at a meeting of shareholders, such books shall be closed for at 
least ten days immediately preceding such meeting. In lieu of closing the 
share transfer books, the Board of Directors may fix in advance a date as the 
record date for any such determination of shareholders, such date in any case 
to be not more than seventy days and, in case of a meeting of shareholders, 
not less than ten days prior to the date on which the particular action, 
requiring such determination of shareholders, is to be taken. If the share 
transfer books are not closed and no record date is fixed for the 

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determination of shareholders entitled to notice of or to vote at a meeting of 
shareholders, or shareholders entitled to receive payment of a distribution, 
the date on which notice of the meeting is mailed or the date on which the 
resolution of the Board of Directors declaring such distribution 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 unless the meeting is 
adjourned to a date more than one hundred twenty days after the date fixed for 
the original meeting, in which case the Board of Directors shall make a new 
determination as provided in this section.

     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 by voting groups and within each voting group by 
class or series of shares, in alphabetical order within each class or series, 
with the address of and the number of shares held by each shareholder in each 
class or series. For a period beginning the earlier of ten days before the 
meeting for which the record was prepared or two business days after notice of 
the meeting is given and continuing through the meeting, the record shall be 
kept on file at the principal office of the corporation or at a place 
identified in the notice of the meeting in the city where the meeting will be 
held, whether within or outside of the State of Colorado, and shall be subject 
to inspection by any shareholder upon written demand 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 
who are the shareholders entitled to examine the record or transfer books or 
to vote at any meeting of shareholders.

     Section 2.8 QUORUM. A majority of the votes entitled to be cast on the 
matter by a voting group, represented in person or by proxy, constitutes a 
quorum of that voting group for action on that matter. If no specific voting 
group is designated in the Articles of Incorporation or under the Colorado 
Business Corporation Act for a particular matter, all outstanding shares of 
the corporation entitled to vote, represented in person or by proxy, shall 
constitute a voting group. In the absence of a quorum at any such meeting, a 
majority of the shares so represented may adjourn the meeting from time to 

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time for a period not to exceed one hundred twenty days without further 
notice. However, if the adjournment is for more than one hundred twenty days, 
or if after the adjournment a new record date is fixed for the adjourned 
meeting, a notice of the adjourned meeting shall be given to each shareholder 
of record entitled to vote at the meeting.

     At such adjourned meeting at which a quorum shall be present or 
represented, any business may be transacted which might have been transacted 
at the meeting as originally noticed. The shareholders present at a duly 
organized meeting may continue to transact business until adjournment, 
notwithstanding the withdrawal during such meeting of that number of 
shareholders whose absence would cause there to be less than a quorum.

     Section 2.9 MANNER OF ACTING. If a quorum is present, an action is 
approved if the votes cast favoring the action exceed the votes cast within 
the voting group opposing the action and such action shall be the act of the 
shareholders, unless the vote of a greater proportion or number or voting by 
groups is otherwise required by the Colorado Business Corporation Act, the 
Articles of Incorporation or these Bylaws.

     Section 2.10 PROXIES. At all meetings of shareholders a shareholder may 
vote by proxy by signing an appointment form or similar writing, either 
personally or by his or her duly authorized attorney-in-fact. A shareholder 
may also appoint a proxy by transmitting or authorizing the transmission of a 
telegram, teletype, or other electronic transmission providing a written 
statement of the appointment to the proxy, a proxy solicitor, proxy support 
service organization, or other person duly authorized by the proxy to receive 
appointments as agent for the proxy, or to the corporation. The transmitted 
appointment shall set forth or be transmitted with written evidence from which 
it can be determined that the shareholder transmitted or authorized the 
transmission of the appointment. The proxy appointment form or similar writing 
shall be filed with the secretary of the corporation before or at the time of 
the meeting. The appointment of a proxy is effective when received by the 
corporation and is valid for eleven months unless a different period is 
expressly provided in the appointment form or similar writing.

     Any complete copy, including an electronically transmitted facsimile, of 
an appointment of a proxy may be substituted for or used in lieu of the 
original appointment for any purpose for which the original appointment could 
be used.

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     Revocation of a proxy does not affect the right of the corporation to 
accept the proxy's authority unless (i) the corporation had notice that the 
appointment was coupled with an interest and notice that such interest is 
extinguished is received by the secretary or other officer or agent authorized 
to tabulate votes before the proxy exercises his or her authority under the 
appointment, or (ii) other notice of the revocation of the appointment is 
received by the secretary or other officer or agent authorized to tabulate 
votes before the proxy exercises his or her authority under the appointment. 
Other notice of revocation may, in the discretion of the corporation, be 
deemed to include the appearance at a shareholders' meeting of the shareholder 
who granted the proxy and his or her voting in person on any matter subject 
to a vote at such meeting.

     The death or incapacity of the shareholder appointing a proxy does not 
affect the right of the corporation to accept the proxy's authority unless 
notice of the death or incapacity is received by the secretary or other 
officer or agent authorized to tabulate votes before the proxy exercises his 
or her authority under the appointment.

     The corporation shall not be required to recognize an appointment made 
irrevocable if it has received a writing revoking the appointment signed by 
the shareholder (including a shareholder who is a successor to the shareholder 
who granted the proxy) either personally or by his or her attorney-in-fact, 
notwithstanding that the revocation may be a breach of an obligation of the 
shareholder to another person not to revoke the appointment.

     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. Only shares are entitled 
to vote.

     Section 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS. If the name on a 
vote, consent, waiver, proxy appointment, or proxy appointment revocation 
corresponds to the name of a shareholder, the corporation, if acting in good 
faith, is entitled to accept the vote, consent, waiver, proxy appointment or 
proxy appointment revocation and give it effect as the act of the shareholder.

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     If the name signed on a vote, consent, waiver, proxy appointment or proxy 
appointment revocation does not correspond to the name of a shareholder, the 
corporation, if acting in good faith, is nevertheless entitled to accept the 
vote, consent, waiver, proxy appointment or proxy appointment revocation and 
to give it effect as the act of the shareholder if:

     (i) the shareholder is an entity and the name signed purports to be that 
of an officer or agent of the entity;

     (ii) the name signed purports to be that of an administrator, executor, 
guardian or conservator representing the shareholder and, if the corporation 
requests, evidence of fiduciary status acceptable to the corporation has been 
presented with respect to the vote, consent, waiver, proxy appointment or 
proxy appointment revocation;

     (iii) the name signed purports to be that of a receiver or trustee in 
bankruptcy of the shareholder and, if the corporation requests, evidence of 
this status acceptable to the corporation has been presented with respect to 
the vote, consent, waiver, proxy appointment or proxy appointment revocation;

     (iv) the name signed purports to be that of a pledgee, beneficial owner 
or attorney-in-fact of the shareholder and, if the corporation requests, 
evidence acceptable to the corporation of the signatory's authority to sign 
for the shareholder has been presented with respect to the vote, consent, 
waiver, proxy appointment or proxy appointment revocation;

     (v) two or more persons are the shareholder as co-tenants or fiduciaries 
and the name signed purports to be the name of at least one of the co-tenants 
or fiduciaries, and the person signing appears to be acting on behalf of all 
the co-tenants or fiduciaries; or

     (vi) the acceptance of the vote, consent, waiver, proxy appointment or 
proxy appointment revocation is otherwise proper under rules established by 
the corporation that are not inconsistent with this Section 2.12.

     The corporation is entitled to reject a vote, consent, waiver, proxy 
appointment or proxy appointment revocation if the secretary or other officer 
or agent authorized to tabulate votes, acting in good faith, has reasonable 
basis for doubt about the validity of the signature on it or about the 
signatory's authority to sign for the shareholder.

<PAGE>

     Neither the corporation nor any of its directors, officers employees, or 
agents who accepts or rejects a vote, consent, waiver, proxy appointment or 
proxy appointment revocation in good faith and in accordance with the 
standards of this Section is liable in damages for the consequences of the 
acceptance or rejection.

     Redeemable shares are not entitled to be voted after notice of redemption 
is mailed to the holders and a sum sufficient to redeem the shares has been 
deposited with a bank, trust company or other financial institution under an 
irrevocable obligation to pay the holders of the redemption price on surrender 
of the shares.

     Section 2.13 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless the 
Articles of Incorporation or these Bylaws provide otherwise, action required 
or permitted to be taken at a meeting of shareholders may be taken without a 
meeting if the action is evidenced by one or more written consents describing 
the action taken, signed by each shareholder entitled to vote and delivered to 
the Secretary of the corporation for inclusion in the minutes or for filing 
with the corporate records. Action taken under this section is effective when 
all shareholders entitled to vote have signed the consent, unless the consent 
specifies a different effective date.

     Any such writing may be received by the corporation by electronically 
transmitted facsimile or other form of wire or wireless communication 
providing the corporation with a complete copy thereof, including a copy of 
the signature thereto. The shareholder so transmitting such a writing shall 
furnish an original of such writing to the corporation, but the failure of the 
corporation to receive or record such original writing shall not affect the 
action so taken.

     The record date for determining shareholders entitled to take action 
without a meeting shall be the date the written consent is first received by 
the corporation.

     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 or her votes.

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     Section 2.16 WAIVER OF NOTICE. When any notice is required to be given to 
any shareholder, a waiver thereof in writing signed by the person entitled to 
such notice, whether before, at, or after the time stated therein, shall be 
equivalent to the giving of such notice.

     The attendance of a shareholder at any meeting shall constitute a waiver 
of notice, waiver of objection to defective notice of such meeting, or a 
waiver of objection to the consideration of a particular matter at the 
shareholder meeting unless the shareholder, at the beginning of the meeting, 
objects to the holding of the meeting, the transaction of business at the 
meeting, or the consideration of a particular matter at the time it is 
presented at the meeting.

     Section 2.17 PARTICIPATION BY ELECTRONIC MEANS. Any shareholder may 
participate in any meeting of the shareholders 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.

ARTICLE III

BOARD 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 PERFORMANCE OF DUTIES. A director of the corporation shall 
perform his or her duties as a director, including his or her duties as a 
member of any committee of the board upon which he or she may serve, in good 
faith, in a manner he or she 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. In performing his duties, 
a director shall be entitled to rely on information, opinions, reports, or 
statements, including financial statements and other financial data, in each 
case prepared or presented by persons and groups listed in paragraphs (a), 
(b), and (c) of this Section 3.2; but he or she shall not be considered to be 
acting in good faith if he or she has knowledge concerning the matter in 
question that would cause such reliance to be unwarranted. A person who so 
performs his or her other duties shall not have any liability by reason of 
being or having been a director of the corporation. Those persons and groups 
on whose information, opinions, reports, and statements a director is 
entitled to rely are:

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     (a) One or more officers or employees of the corporation whom the 
director reasonably believes to be reliable and competent in the matters 
presented;

     (b) Legal counsel, public accountants, or other persons as to matters 
which the director reasonably believes to be within such persons' 
professional or expert competence; or

     (c) A committee of the board upon which he or she does not serve, duly 
designated in accordance with the 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.

     Section 3.3 NUMBER, TENURE AND QUALIFICATIONS.  The number of directors 
of the corporation shall be fixed from time to time by resolution of the Board 
of Directors, but in no instance shall there be less than one director. Each 
director shall hold office as prescribed by written agreement, or until the 
next annual meeting of shareholders, or until his or her successor shall have 
been elected and qualified. Directors need not be residents of the State of 
Colorado or shareholders of the corporation.

     There shall be a Chairman of the Board, who has been elected from among 
the directors. He or she shall preside at all meetings of the stockholders and 
of the Board of Directors. He or she shall have such other powers and duties 
as may be prescribed by the Board of Directors.

     There shall be at least two (2) independent directors as defined by the 
Colorado Business Corporation Act of 1994, as amended.

     Section 3.4 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.

     Section 3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors 
may be called by or at the request of the President or any two directors. The 
person or persons authorized to call special meetings of the Board of 
Directors may fix any place, either within or without the State of Colorado, 
as the place for holding any special meeting of the Board of Directors called 
by them.

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     Section 3.6 NOTICE. Written notice of any special meeting of directors 
shall be given as follows:

     By mail to each director at his or her business address at least two 
days prior to the meeting; or

     By personal delivery, facsimile or telegram at least twenty-four 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. 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 facsimile, such notice shall be deemed 
to be delivered when a confirmation of the transmission of the facsimile has 
been 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.

     When any notice is required to be given to a director, a waiver thereof 
in writing signed by such director, whether before, at or after the time 
stated therein, shall constitute the giving of such notice.

     Section 3.7 QUORUM. A majority of the number of directors fixed by or 
pursuant to Section 3.2 of this Article III, or if no such number is fixed, a 
majority of the number of directors in office immediately before the meeting 
begins, shall constitute a quorum for the transaction of business at any 
meeting of the Board of Directors, but if less than such majority is present 
at a meeting, a majority of the directors present may adjourn the meeting 
from time to time without further notice.

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     Section 3.8 MANNER OF ACTING. Except as otherwise required by law or by 
the Articles of Incorporation, the affirmative vote of the majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors.

     Section 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS.
Unless the Articles of Incorporation or these By-laws provide otherwise, any 
action required or permitted to be taken at a meeting of the board of directors
or any committee designated by said board may be taken without a meeting if the 
action is evidenced by one or more written consents describing the action taken,
signed by each director or committee member, and delivered to the Secretary 
for inclusion in the minutes or for filing with the corporate records. Action 
taken under this section is effective when all directors or committee members 
have signed the consent, unless the consent specifies a different effective 
date. Such consent has the same force and effect as a unanimous vote of the 
directors or committee members and may be stated as such in any document.

     Section 3.10 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.

     Section 3.11 VACANCIES. Any vacancy on the Board of Directors may be 
filled by the affirmative vote of a majority of the shareholders or the Board 
of Directors. If the directors remaining in office constitute fewer than a 
quorum of the board, the directors may fill the vacancy by the affirmative 
vote of a majority of all the directors remaining in office.

     If elected by the directors, the director shall hold office until the 
next annual shareholders' meeting at which directors are elected. If elected 
by the shareholders, the director shall hold office for the unexpired term of 
his or her predecessor in office; except that, if the director's predecessor 
was elected by the directors to fill a vacancy, the director elected by the 
shareholders shall hold the office for the unexpired term of the last 
predecessor elected by the shareholders.

     If the vacant office was held by a director elected by a voting group of 
shareholders, only the holders of shares of that voting group are entitled to 
vote to fill the vacancy if it is filled by the shareholders, and, if one or 
more of the remaining directors were elected by the same voting group, only 

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such directors are entitled to vote to fill the vacancy if it is filled by 
the directors.

     Section 3.12 RESIGNATION. Any director of the corporation may resign at 
any time by giving written notice to the Secretary of the corporation. The 
resignation of any director shall take effect upon receipt of notice thereof 
or at 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 3.13 REMOVAL. Subject to any limitations contained in the 
Articles of Incorporation, 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 3.14 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 be 
prescribed by the Colorado Business Corporation Act and Article XI of these 
Bylaws.

     Section 3.15 COMPENSATION. By resolution of the Board of Directors and 
irrespective of any personal interest of any of the members, or the Board of 
Directors, each director may be paid his or her 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 3.16 PRESUMPTION OF ASSENT. A director of the corporation 
who is present at a meeting of the Board of Directors or committee of the board 
at which action on any corporate matter is taken shall be presumed to have 
assented to the action taken unless (i) the director objects at the beginning 
of the meeting, or promptly upon his or her arrival, to the holding of the 
meeting or the transaction of business at the meeting and does not thereafter 
vote for or assent to any action taken at the meeting, (ii) the director 
contemporaneously requests that his or her dissent or abstention as to any 

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specific action taken be entered in the minutes of the meeting, or (iii) the 
director causes written notice of his or her dissent or abstention as to any 
specific action to be received by the presiding officer or the meeting before 
its adjournment or by the corporation promptly after the adjournment of the 
meeting. A director may dissent to a specific action at a meeting, while 
assenting to others. The right to dissent to a specific action taken at a 
meeting of the Board of Directors or a committee of the board shall not be 
available to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

     Section 4.1 NUMBER. The officers of the corporation shall be a President, 
a Secretary, and a Treasurer, each of whom must be a natural person who is 
eighteen years or older and 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.

     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 or her death or until 
he shall resign or shall have been removed in the manner hereinafter provided.

     Section 4.3 REMOVAL AND RESIGNATION. Any officer or agent may be 
removed by the Board of Directors at any time, with or without cause, 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.

     An officer or agent may resign at any time by giving written notice of 
resignation to the Secretary of the corporation. The resignation is effective 
when the notice is received by the corporation unless the notice specifies a 
later effective date.

<PAGE>

     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 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 or she shall, when present, and in the absence of a Chair 
of the Board, preside at all meetings of the shareholders and of the Board of 
Directors. He or she 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 other instruments which the Board of Directors has authorized to 
be executed, except in cases where the signing and execution thereof shall be 
expressly delegated by the Board of Directors or by these Bylaws to some other 
officer or agent of the corporation, or shall be required by law to be 
otherwise signed or executed; 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 4.6 VICE PRESIDENT. 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 or her 
death, inability or refusal 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 
Treasurer or an Assistant Treasurer or the Secretary or an Assistant 
Secretary, certificates for shares of the corporation; and shall perform such 
other duties as from time to time may be assigned to him by the President or 
by the Board of Directors.

     Section 4.7 SECRETARY. The Secretary shall: (a) prepare and maintain as 
permanent records the minutes of the proceedings of the shareholders and the 
Board of Directors, a record of all actions taken by the shareholders or Board 
of Directors without a meeting, a record of all actions taken by a committee 
of the Board of Directors in place of the Board of Directors on behalf of the 
corporation, and a record of all waivers of notice and meetings of 
shareholders and of the Board of Directors or any committee thereof (b) ensure 
that all notices are duly given in accordance with the provisions of these 
Bylaws and as required by law, (c) serve as custodian of the corporate 
records 

<PAGE>

and of the seal of the corporation and affix the seal to all documents when 
authorized by the Board of Directors, (d) keep at the corporation's registered 
office or principal place of business a record containing the names and 
addresses of all shareholders in a form that permits preparation of a list of 
shareholders arranged by voting group and by class or series of shares within 
each voting group, that is alphabetical within each class or series and that 
shows the address of, and the number of shares of each class or series held 
by, each shareholder, unless such a record shall be kept at the office of the 
corporation's transfer agent or registrar, (e) maintain at the corporation's 
principal office the originals or copies of the corporation's Articles of 
Incorporation, Bylaws, minutes of all shareholders' meetings and records of 
all action taken by shareholders without a meeting for the past three years, 
all written communications within the past three years to shareholders as a 
group or to the holders of any class or series of shares as a group, a list of 
the names and business addresses of the current directors and officers, a copy 
of the corporation's most recent corporate report filed with the Secretary of 
State, and financial statements showing in reasonable detail the corporation's 
assets and liabilities and results of operations for the last three years, (f) 
have general charge of the stock transfer books of the corporation, unless the 
corporation has a transfer agent, (g) authenticate records of the corporation, 
and (h) 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 the Board of Directors. Assistant Secretaries, if any, 
shall have the same duties and powers, subject to supervision by the 
Secretary. The directors and/or shareholders may however respectively 
designate a person other than the Secretary or Assistant Secretary to keep 
the minutes of their respective meetings.

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

     Section 4.8 TREASURER. The Treasurer shall: (a) have charge and custody 
of and be responsible for all funds and securities of the corporation; (b) 
receive and give receipts for moneys due and payable to the corporation from 
any source whatsoever, and deposit all such moneys 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 or her by 
the President or by the Board of Directors.

<PAGE>

     Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. 
The Assistant Secretaries, when authorized by the Board of Directors, may 
sign with the Chair or Vice Chair of the Board of Directors or 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 4.10 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 4.11 SALARIES. The salaries of the officers shall be fixed from 
time to time by the Board of Directors and no officer shall be prevented from 
receiving such salary by reason of the fact that he is also a director of the 
corporation.

ARTICLE V

CONTRACTS, LOANS, 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.

     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 evidences 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.

<PAGE>

     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 VI

SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

     Section 6.1 REGULATION. 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 SHARES WITHOUT CERTIFICATES. Unless otherwise provided 
by the Articles of Incorporation or these Bylaws, the board of directors may 
authorize the issuance of any of its classes or series of shares without 
certificates. Such authorization shall not affect shares already represented 
by certificates until they are surrendered to the corporation.

     Within a reasonable time following the issue or transfer of shares 
without certificates, the corporation shall send the shareholder a complete 
written statement of the information required on certificates by the Colorado 
Business Corporation Act.

     Section 6.3 CERTIFICATES FOR SHARES. If shares of the corporation are 
represented by certificates, the certificates shall be respectively numbered 
serially for each class of shares, or series thereof, as they are issued, 
shall be impressed with the corporate seal or a facsimile thereof, and shall 
be signed by the Chair or Vice Chair of the Board of Directors or by the 
President or a Vice President and by the Treasurer or an Assistant Treasurer 
or by the Secretary or an Assistant Secretary; provided that such signatures 
may be facsimile if the certificate is countersigned by a transfer agent, or 
registered by a registrar other than the corporation itself or its employee. 
Each certificate shall state the name of the corporation, the fact that the 
corporation is organized or incorporated under the laws of the State of 
Colorado, the name of the person to whom issued, the date of issue, the class 
(or series of any class), and the number of shares represented thereby. A 
statement of the designations, preferences, qualifications, limitations, 
restrictions and special or relative rights of the shares of each class shall 
be set forth in full or summarized on the face or back of the certificates 
which the corporation shall issue, or in lieu thereof, the certificate may set 

<PAGE>

forth that such a statement or summary will be furnished to any shareholder 
upon request without charge. Each certificate shall be otherwise in such form 
as may be prescribed by the Board of Directors and as shall conform to the 
rules of any stock exchange on which the shares may be listed.

     The corporation shall not issue certificates representing fractional 
shares and shall not be obligated to make any transfers creating a fractional 
interest in a share of stock. The corporation may, but shall not be obligated 
to, issue scrip in lieu of any fractional shares, such scrip to have terms 
and conditions specified by the Board of Directors.

     Section 6.4 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 6.5 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.

     Section 6.6 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 
the corporation 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 share as the owner thereof 
and shall not be bound to recognize any equitable or other claim to or 

<PAGE>

interest in such share 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.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the corporation shall end on the 31st day of December 
in each calendar year.

ARTICLE VIII

DISTRIBUTIONS

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

ARTICLE IX

CORPORATE SEAL

     The Board of Directors shall 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 words "CORPORATE SEAL."

     The Board of Directors shall have power, to the maximum extent permitted 
by the Colorado Business Corporation Act, to make, amend and repeal the Bylaws 
of the corporation at any regular or special meeting of the board unless the 
shareholders, in making, amending or repealing a particular Bylaw, expressly 
provide that the directors may not amend or repeal such Bylaw. The 
shareholders also shall have the power to make, amend or repeal the Bylaws of 
the corporation at any annual meeting or at any special meeting called for 
that purpose.

<PAGE>

AMENDMENTS

ARTICLE XI

EXECUTIVE COMMITTEE

     Section 11.1 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 11.2 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 authorizing distributions, filling 
vacancies on the Board of Directors, authorizing reacquisition of shares, 
authorizing and determining rights for shares, 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.

     Section 11.3 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 or her designation and until his or her successor 
is designated as a member of the Executive Committee and is elected and 
qualified.

     Section 11.4 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 day's notice 
stating the place, date and hour of the meeting, which notice may be written 
or oral, and if mailed, shall be deemed to be delivered when deposited in the 
United States mail addressed to the member of the Executive Committee at his 
or her 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 

<PAGE>

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 11.5 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 11.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE. 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 of the Executive Committee entitled to 
vote with respect to the subject matter thereof.

     Section 11.7 VACANCIES. Any vacancy in the Executive Committee may be 
filled by a resolution adopted by a majority of the full Board of Directors.

     Section 11.8 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 11.9 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.

ARTICLE XII

EMERGENCY BY-LAWS

     The Emergency Bylaws provided in this Article XII shall be operative 
during any emergency in the conduct of the business of the corporation 
resulting from a catastrophic event that prevents the normal functioning of 
the offices of the Corporation, notwithstanding any different provision in the 
preceding articles of the Bylaws or in the Articles of Incorporation of the
 
<PAGE>

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 meeting.

     (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 with 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.

<PAGE>

CERTIFICATE

     I hereby certify that the foregoing Amended Bylaws, consisting of 
twenty-four (24) pages, including this page, constitute the Bylaws of 
ATI NETWORKS, INC., adopted by the Board of Directors of the corporation as 
of June 1, 1998.


/s/ Susan Bestor                          
_______________________________
SUSAN BESTOR,
Secretary