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                                                                      EXHIBIT 3D


                                     BYLAWS

                                       OF

                         REAL ESTATE OPPORTUNITIES, INC.

                               as of April 6, 2000



                                    ARTICLE I
                                     OFFICES

     The principal office of the Corporation shall initially be located 3225
East 2nd Ave. Denver, Colorado 80206. The Corporation may have other offices at
such places within or without the State of Colorado as the Board of Directors
may from time to time establish.

                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT

     The registered office and agent of the Corporation in Colorado shall be as
the Board of Directors may, by appropriate resolution from time to time, may
direct.

                                   ARTICLE III
                            MEETINGS OF STOCKHOLDERS

     Section 1. Annual Meetings. The annual meeting of the Stockholders for the
election of Directors and for the transaction of such other business as may
properly come before such meeting shall be held at such time and date as the
Board of Directors shall designate from time to time by resolution duly adopted.

     Section 2. Special Meetings. A special meeting of the Stockholders may be
called at


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any time by the President or the Board of Directors, and shall be called by the
President upon the written request of Stockholders of record holding in the
aggregate twenty per cent (20%) or more of the outstanding shares of stock of
the Corporation entitled to vote, such written request to state the purpose or
purposes of the meeting and to be delivered to the President.

     Section 3. Place of Meetings. All meetings of the Stockholders shall be
held at the principal office of the Corporation or at such other place, within
or without the State of Colorado, as shall be determined from time to time by
the Board of Directors or the Stockholders of the Corporation.

     Section 4. Change in Time or Place of Meetings. The time and place
specified in this Article III for annual meetings shall not be changed within
thirty (30) days next before the day on which such meeting is to be held. A
notice of any such change shall be given to each Stockholder at least twenty
(20) days before the meeting, in person or by letter mailed to his last known
post office address.

     Section 5. Notice of Meetings. Written notice, stating the place, day and
hour of the meeting, and in the case of a special meeting, the purposes for
which the meeting is called, shall be given by or under the direction of the
President or Secretary at least ten (10) days but not more than fifty (50) days
before the date fixed for such meeting; except that if the number of the
authorized shares of the Corporation are to be increased, at least thirty (30)
days' notice shall be given. Notice shall be given to each Stockholder entitled
to vote at such meeting, of record at the close of business on the day fixed by
the Board of Directors as a record date for the determination of the
Stockholders entitled to vote at such meeting, or if no such date has been
fixed, of record at the close of business on the day next preceding the day on
which notice is given. Notice shall be in writing and shall be delivered to each
Stockholder in person or sent by United States Mail, postage prepaid, addressed
as set forth on the books of the Corporation. A waiver of such notice, in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to such notice.
Except as




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otherwise required by statute, notice of any adjourned meeting of the
Stockholders shall not be required.

     Section 6. Quorum. Except as may otherwise be required by statute, the
presence at any meeting, in person or by proxy, of the holders of record of a
one-third of the shares then issued and outstanding and entitled to vote shall
be necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, any Officer entitled to preside or act as
secretary of such meeting, may adjourn the meeting from time to time for a
period not exceeding ninety (90) days in any one case. At any such adjourned
meeting at which a quorum may be present, any business may be transacted which
might have been transacted at the meeting as originally called. The Stockholders
present at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a quorum.

     Section 7. Voting. Except as may otherwise be provided by statute or these
Bylaws, including the provisions of Section 4 of Article VIII hereof, each
Stockholder shall at every meeting of the Stockholders be entitled to one (1)
vote, in person or by proxy, for each share of the voting capital stock held by
such Stockholder. However, no proxy shall be voted on after eleven (11) months
from its date, unless the proxy provides for a longer period. At all meetings of
the Stockholders, except as may otherwise be required by statute, the Articles
of Incorporation of this Corporation, or these Bylaws, if a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the Stockholders.

     Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held, and persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he shall
have expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent said stock and vote thereon.

         Shares of the capital stock of the Corporation belonging to the
Corporation shall not be




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voted directly or indirectly.

     Section 8. Consent of Stockholders in Lieu of Meeting. Whenever the vote of
Stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, by any provision of statute, these Bylaws,
or the Articles of Incorporation, the meeting and vote of Stockholders may be
dispensed with if all the Stockholders who would have been entitled to vote upon
the action if such meeting were held shall consent in writing to such corporate
action being taken.

     Section 9. Telephonic Meeting. Any meeting held under this Article III may
be held by telephone, in accordance with the provisions of the Colorado Business
Corporation Act.

     Section 10. List of Stockholders Entitled to Vote. The Officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every annual meeting, a complete list of the Stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing the
address of each Stockholder and the number of shares registered in the name of
each Stockholder. Such list shall be open to the examination of any Stockholder
during ordinary business hours, for a period of at least ten (10) days prior to
election, either at a place within the city, town or village where the election
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where said meeting is to be held. The list
shall be produced and kept at the time and place of election during the whole
time thereof and be subject to the inspection of any Stockholder who may be
present.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors, except as otherwise provided by
statute, the Articles of Incorporation of the Corporation, or these Bylaws.



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     Section 2. Number and Qualifications. The Board of Directors shall consist
of at least one (1) member, and not more than five (5) members, as shall be
designated by the Board of Directors from time to time, and in the absence of
such designation, the Board of Directors shall consist of one (1) member. This
number may be changed from time to time by resolution of the Board of Directors.
However, no such change shall have the effect of reducing the number of members
below one (1). Directors need not be residents of the State of Colorado or
Stockholders of the Corporation. Directors shall be natural persons of the age
of eighteen (18) years or older.

     Section 3. Election and Term of Office. Members of the initial Board of
Directors of the Corporation shall hold office until the first annual meeting of
Stockholders. At the first annual meeting of Stockholders, and at each annual
meeting thereafter, the Stockholders shall elect Directors to hold office until
the next succeeding annual meeting. Each Director shall hold office until his
successor is duly elected and qualified, unless sooner displaced. Election of
Directors need not be by ballot.

     Section 4. Compensation. The Board of Directors may provide by resolution
that the Corporation shall allow a fixed sum and reimbursement of expenses for
attendance at meetings of the Board of Directors and for other services rendered
on behalf of the Corporation. Any Director of the Corporation may also serve the
Corporation in any other capacity, and receive compensation therefor in any
form, as the same may be determined by the Board in accordance with these
Bylaws.

     Section 5. Removals and Resignations. Except as may otherwise be provided
by statute, the Stockholders may, at any special meeting called for the purpose,
by a vote of the holders of the majority of the shares then entitled to vote at
an election of Directors, remove any or all Directors from office, with or
without cause.

     A Director may resign at any time by giving written notice to the Board of
Directors, the




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President or the Secretary of the Corporation. The resignation shall take effect
immediately upon the receipt of the notice, or at any later period of time
specified therein. The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires acceptance for it to be
effective.

     Section 6. Vacancies. Any vacancy occurring in the office of a Director,
whether by reason of an increase in the number of directorships or otherwise,
may be filled by a majority of the Directors then in office, though less than a
quorum. A Director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office, unless sooner displaced.

     When one or more Directors 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.
Each Director so chosen shall hold office as herein provided in the filling of
other vacancies.

     Section 7. Executive Committee. By resolution adopted by a majority of the
Board of Directors, the Board may designate one or more committees, including an
Executive Committee, each consisting of one (1) or more Directors. The Board of
Directors may designate one (1) or more Directors as alternate members of any
such committee, who may replace any absent or disqualified member at any meeting
of such committee. Any such committee, to the extent provided in the resolution
and except as may otherwise be provided by statute, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require the same. 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
upon it or him by law. If there be more than two (2) members on such committee,
a majority of any such committee may determine its action and may fix the time
and place of its meetings, unless provided otherwise by the Board. If there be
only two (2) members, unanimity


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of action shall be required. Committee action may be by way of a written consent
signed by all committee members. The Board shall have the power at any time to
fill vacancies on committees, to discharge or abolish any such committee, and to
change the size of any such committee.

     Except as otherwise prescribed by the Board of Directors, each committee
may adopt such rules and regulations governing its proceedings, quorum, and
manner of acting as it shall deem proper and desirable.

     Each such committee shall keep a written record of its acts and proceedings
and shall submit such record to the Board of Directors. Failure to submit such
record, or failure of the Board to approve any action indicated therein will
not, however, invalidate such action to the extent it has been carried out by
the Corporation prior to the time the record of such action was, or should have
been, submitted to the Board of Directors as herein provided.

                                    ARTICLE V
                         MEETINGS OF BOARD OF DIRECTORS

     Section 1. Annual Meetings. The Board of Directors shall meet each year
immediately after the annual meeting of the Stockholders for the purpose of
organization, election of Officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for such annual meeting shall be
necessary.

     Section 2. Regular Meetings. The Board of Directors from time to time may
provide by resolution for the holding of regular meetings and fix the time and
place of such meetings. Regular meetings may be held within or without the State
of Colorado. The Board need not give notice of regular meetings provided that
the Board promptly sends notice of any change in the time or place of such
meetings to each Director not present at the meeting at which such change



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was made.

     Section 3. Special Meetings. The Board may hold special meetings of the
Board of Directors at any place, either within or without the State of Colorado,
at any time when called by the President, or two or more Directors. Notice of
the time and place thereof shall be given to and received by each Director at
least three (3) days before the meeting. A waiver of such notice in writing,
signed by the person or persons entitled to said notice, either before or after
the time stated therein, shall be deemed equivalent to such notice. Notice of
any adjourned special meeting of the Board of Directors need not given.

     Section 4. Quorum. The presence, at any meeting, of a majority of the total
number of Directors shall be necessary and sufficient to constitute a quorum for
the transaction of business. Except as otherwise required by statute, the act of
a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors; however, if only one (1) Director is
present, unanimity of action shall be required. In the absence of a quorum, a
majority of the Directors present at the time and place of any meeting may
adjourn such meeting from time to time until a quorum is present.

     Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by statute, the Board may take any action required or permitted to be
taken at any meeting of the Board of Directors without a meeting, if a written
consent thereto is signed by all members of the Board, and such written consent
is filed with the minutes of proceedings of the Board.

     Section 6. Telephonic Meeting. Any meeting held under this Article V may be
held by telephone, in accordance with the provisions of the Colorado Business
Corporation Act.

     Section 7. Attendance Constitutes Waiver. Attendance of a Director at a
meeting constitutes a waiver of any notice to which the Director may otherwise
have been entitled, except where a Director attends a meeting for the express
purpose of objecting the transaction of any




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business because the meeting is not lawfully called or convened.

                                   ARTICLE VI
                                    OFFICERS

     Section 1. Number. The Corporation shall have a President, one or more Vice
Presidents as the Board may from time to time elect, a Secretary and a
Treasurer, and such other Officers and Agents as may be deemed necessary. One
person may hold any two offices except the offices of President and Secretary.

     Section 2. Election, Term of Office and Qualifications. The Board shall
choose the Officers specifically designated in Section 1 of this Article VI at
the annual meeting of the Board of Directors and such Officers shall hold office
until their successors are chosen and qualified, unless sooner displaced.
Officers need not be Directors of the Corporation.

     Section 3. Subordinate Officers. The Board of Directors, from time to time,
may appoint other Officers and Agents, including one or more Assistant
Secretaries and one or more Assistant Treasurers, each of whom shall hold office
for such period, and each of whom shall have such authority and perform such
duties as are provided in these Bylaws or as the Board of Directors from time to
time may determine. The Board of Directors may delegate to any Officer the power
to appoint any such subordinate Officers and Agents and to prescribe their
respective authorities and duties.

     Section 4. Removals and Resignations. The Board of Directors may, by vote
of a majority of their entire number, remove from office any Officer or Agent of
the Corporation, appointed by the Board of Directors.

     Any Officer may resign at any time by giving written notice to the Board of
Directors. The resignation shall take effect immediately upon the receipt of the
notice, or any later period of




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time specified therein. The acceptance of such resignation shall not be
necessary to make it effective, unless the resignation requires acceptance for
it to be effective.

     Section 5. Vacancies. Whenever any vacancy shall occur in any office by
death, resignation, removal, or otherwise, it shall be filled for the unexpired
portion of the term in the manner prescribed by these Bylaws for the regular
election or appointment to such office, at any meeting of Directors.

     Section 6. The President. The President shall be the chief executive
officer of the Corporation and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the
business, affairs and property of the Corporation, and shall have control over
its Officers, Agents and Employees. The President shall preside at all meetings
of the Stockholders and of the Board of Directors at which he is present. The
President shall do and perform such other duties and may exercise such other
powers as these Bylaws or the Board of Directors from time to time may assign to
him.

     Section 7. The Vice President. At the request of the President or in the
event of his absence or disability, the Vice President, or in case there shall
be more than one Vice President, the Vice President designated by the President,
or in the absence of such designation, the Vice President designated by the
Board of Directors, shall perform all the duties of the President, and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President. Any Vice President shall perform such other duties and may
exercise such her powers as from time to time these Bylaws or by the Board of
Directors or the President be assign to him.

     Section 8. The Secretary. The Secretary shall:

     a.   record all the proceedings of the meetings of the Corporation and
          Directors in a book to be kept for that purpose;



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     b.   have charge of the stock ledger (which may, however, be kept by any
          transfer agent or agents of the Corporation under the direction of the
          Secretary), an original or duplicate of which shall be kept at the
          principal office or place of business of the Corporation in the State
          of Colorado;

     c.   see that all notices are duly and properly given;

     d.   be custodian of the records of the Corporation and the Board of
          Directors, and the and of the seal of the Corporation, and see that
          the seal is affixed to all stock certificates prior to their issuance
          and to all documents for which the Corporation has authorized
          execution on its behalf under its seal;

     e.   see that all books, reports, statements, certificates, and other
          documents and records required by law to be kept or filed are properly
          kept or filed;

     f.   in general, perform all duties and have all powers incident to the
          office of Secretary, and perform such other duties and have such other
          powers as these Bylaws, the Board of Directors or the President from
          time to time may assign to him; and

     g.   prepare and make, at least ten (10) days before every election of
          Directors, a complete list of the Stockholders entitled to vote at
          said election, arranged in alphabetical order.

     Section 9. The Treasurer. The Treasurer shall:





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     a.   have supervision over the funds, securities, receipts and
          disbursements of the Corporation;

     b.   cause all moneys and other valuable effects of the Corporation to be
          deposited in its name and to its credit, in such depositories as the
          Board of Directors or, pursuant to authority conferred by the Board of
          Directors, its designee shall select;

     c.   cause the funds of the Corporation to be disbursed by checks or drafts
          upon the authorized depositaries of the Corporation, when such
          disbursements shall have been duly authorized;

     d.   cause proper vouchers for all moneys disbursed to be taken and
          preserved;

     e.   cause correct books of accounts of all its business and transactions
          to be kept at the principal office of the Corporation;

     f.   render an account of the financial condition of the Corporation and of
          his transactions as Treasurer to the President or the Board of
          Directors, whenever requested;

     g.   be empowered to require from the Officers or Agents of the Corporation
          reports or statements giving such information as he may desire with
          respect to any and all financial transactions of the Corporation; and

     h.   in general, perform all duties and have all powers incident to the
          office of Treasurer and perform such other duties and have such




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          other powers as from time to time may be assigned to him by these
          Bylaws or by the Board of Directors or the President.

     Section 10. Salaries. The Board of Directors shall from time to time fix
the salaries of the Officers of the Corporation. The Board of Directors may
delegate to any person the power to fix the salaries or other compensation of
any Officers or Agents appointed, in accordance with the provisions of Section 3
of this Article VI. No Officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the Corporation. Nothing
contained in this Bylaw shall be construed so as to obligate the Corporation to
pay any Officer a salary, which is within the sole discretion of the Board of
Directors.

     Section 11. Surety Bond. The Board of Directors may in its discretion
secure the fidelity of any or all of the Officers of the Corporation by bond or
otherwise.


                                   ARTICLE VII
                            EXECUTION OF INSTRUMENTS

     Section 1. Checks, Drafts, Etc. The President and the Secretary or
Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money of the Corporation, and all assignments or
endorsements of stock certificates, registered bonds or other securities, owned
by the Corporation, unless otherwise directed by the Board of Directors, or
unless otherwise required by law. The Board of Directors may, however, authorize
any Officer to sign any of such instruments for and on behalf of the Corporation
without necessity of countersignature, and may designate Officers or Employees
of the Corporation other than those named above who may, in the name of the
Corporation, sign such instruments.

     Section 2. Execution of Instruments Generally. Subject always to the
specific direction of the Board of Directors, the President shall execute all
deeds and instruments of indebtedness




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made by the Corporation and all other written contracts and agreements to which
the Corporation shall be a party, in its name, attested by the Secretary. The
Secretary, when necessary required, shall affix the corporate seal thereto.

     Section 3. Proxies. The President and the Secretary or an Assistant
Secretary of the Corporation or by any other person or persons duly authorized
by the Board of Directors may execute and deliver proxies to vote with respect
to shares of stock of other corporations owned by or standing in the name of the
Corporation from time to time on behalf of the Corporation.

                                  ARTICLE VIII
                                  CAPITAL STOCK

     Section 1. Certificates of Stock. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed in the name of the Corporation
by the President and by the Secretary of the Corporation, certifying the number
of shares owned by that person in the Corporation.

     Certificates of stock shall be in such form as shall, in conformity to law,
be prescribed from time to time by the Board of Directors.

     Section 2. Transfer of Stock. Shares of stock of the Corporation shall only
be transferred on the books of the Corporation by the holder of record thereof
or by his attorney duly authorized in writing, upon surrender to the Corporation
of the certificates for such shares endorsed by the appropriate person or
persons, with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require.
Surrendered certificates shall be canceled and shall be attached to their proper
stubs in the stock certificate book.

     Section 3. Rights of Corporation with Respect to Registered Owners. Prior
to the




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surrender to the Corporation of the certificates for shares of stock with a
request to record the transfer of such shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner.

     Section 4. Closing Stock Transfer Book. The Board of Directors may close
the Stock Transfer Book of the Corporation for a period not exceeding fifty (50)
days preceding the date of any meeting of Stockholders, the date for payment of
any dividend, the date for the allotment of rights, the date when any change,
conversion or exchange of capital stock shall go into effect or for a period of
not exceeding fifty (50) days in connection with obtaining the consent of
Stockholders for any purpose. However, in lieu of closing the Stock Transfer
Book, the Board of Directors may in advance fix a date, not exceeding fifty (50)
days preceding the date of any meeting of Stockholders, the date for the payment
of any dividend, the date for the allotment of rights, the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the Stockholders entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent.
In such case such Stockholders of record on the date so fixed, and only such
Stockholders shall be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

     Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may
issue a new certificate of shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, destroyed or stolen. However,
the Board of Directors may require the owner of such lost, destroyed or stolen
certificate or his legal representative, to: (a) request a new certificate


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before the Corporation has notice that the shares have been acquired by a bona
fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction;
(c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such
other reasonable requirements, including evidence of such loss, destruction, or
theft as may be imposed by the Corporation.

                                   ARTICLE IX
                                    DIVIDENDS

     Section 1. Sources of Dividends. The Directors of the Corporation, subject
to the Colorado Business Corporation Act, may declare and pay dividends upon the
shares of the capital stock of the Corporation.

     Section 2. Reserves. Before the payment of any dividend, the Directors of
the Corporation may set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose, and the
Directors may abolish any such reserve in the manner in which it was created.

     Section 3. Reliance on Corporate Records. A Director in relying in good
faith upon the books of account of the Corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities, and net
profits of the Corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid shall be fully protected.

     Section 4. Manner of Payment. Dividends may be paid in cash, in property,
or in shares of the capital stock of the Corporation.

                                    ARTICLE X
                              SEAL AND FISCAL YEAR




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     Section 1. Seal. The corporate seal, subject to alteration by the Board of
Directors, shall be in the form of a circle, shall bear the name of the
Corporation, and shall indicate its formation under the laws of the State of
Colorado and the year of incorporation. Such seal may be used by causing it or a
facsimile thereof to be impressed, affixed, or otherwise reproduced.

     Section 2. Fiscal Year. The Board of Directors shall, in its sole
discretion, designate a fiscal year for the Corporation.

                                   ARTICLE XI
                                   AMENDMENTS

     Except as may otherwise be provided herein, a majority vote of the whole
Board of Directors at any meeting of the Board shall be sufficient to amend or
repeal these Bylaws.

                                   ARTICLE XII
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1. Exculpation. No Director or Officer of the Corporation shall be
liable for the acts, defaults, or omissions of any other Director or Officer, or
for any loss sustained by the Corporation, unless the same has resulted from his
own willful misconduct, willful neglect, or gross negligence.

     Section 2. Indemnification. Each Director and Officer of the Corporation
and each person who shall serve at the Corporation's request as a director or
officer of another corporation in which the Corporation owns shares of capital
stock or of which it is a creditor shall be indemnified by the Corporation
against all reasonable costs, expenses and liabilities (including reasonable
attorneys' fees) actually and necessarily incurred by or imposed upon him in
connection with, or resulting from any claim, action, suit, proceeding,
investigation, or inquiry of




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whatever nature in which he may be involved as a party or otherwise by reason of
his being or having been a Director or Officer of the Corporation or such
director or officer of such other corporation, whether or not he continues to be
a Director or Officer of the Corporation or a director or officer of such other
corporation, at the time of the incurring or imposition of such costs, expenses
or liabilities, except in relation to matters as to which he shall be finally
adjudged in such action, suit, proceeding, investigation, or inquiry to be
liable for willful misconduct, willful neglect, or gross negligence toward or on
behalf of the Corporation in the performance of his duties as such Director or
Officer of the Corporation or as such director or officer of such other
corporation. As to whether or not a Director or Officer was liable by reason of
willful misconduct, willful neglect, or gross negligence toward or on behalf of
the Corporation in the performance of his duties as such Director or Officer of
the Corporation or as such director or officer of such other corporation, in the
absence of such final adjudication of the existence of such liability, the Board
of Directors and each Director and Officer may conclusively rely upon an opinion
of independent legal counsel selected by or in the manner designated by the
Board of Directors. The foregoing right to indemnification shall be in addition
to and not in limitation of all other rights which such person may be entitled
as a matter of law, and shall inure to the benefit of the legal representatives
of such person.

     Section 3. Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, association, or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not he is indemnified against such
liability by this Article XII.





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