SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                                Form 8-K

                 Pursuant to Sections 13 or 15(d) of
                 the Securities Exchange Act of 1934



                                                                
   Date of Report (Date of earliest event reported):  September 22, 1997





                RENEGADE VENTURE (NEV.) CORPORATION
          (Exact name of registrant as specified in charter)

                             Nevada
    (State or other jurisdiction of incorporation or organization)

           33-30476-D                            84-1108499     
    (Commission File Number)      (I.R.S. Employer Identification Number)



         90 Madison Street, Suite 707, Denver, Colorado 80206
         (Address of Principal Executive Offices and Zip Code)


                          (303) 355-3000

          (Registrant's telephone number, including area code)



                                                                
     (Former name or former address, if changed since last report)
                                                                
                                                                
                     

Item 5.  Other Events.

      On September 18, 1997, Renegade Venture Corporation, a Colorado
    corporation ("Renegade Colorado"), held a special meeting of its
    shareholders in Denver, Colorado. The meeting was called to seek
    shareholder approval of certain actions adopted by the Board of
    Directors. The meeting agenda included proposals to redomicile
    the Company from Colorado to Nevada and to elect directors. All
    proposals were approved by the shareholders. The redomiciliation
    was effective September 22, 1997, which the Company has
    determined to be the event date for purposes of filing this
    report.

REDOMICILIATION OF THE COMPANY

      Effective September 22, 1997, Renegade Colorado was redomiciled
    (reincorporated) from the State of Colorado to the State of
    Nevada, which was accomplished by merging the Company into
    RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation formed
    and wholly owned by Renegade Colorado for the purpose of the
    redomiciliation.  Renegade Venture (Nev.) Corporation
    ("Company") is now the name of the corporation.  The
    redomiciliation was made for the sole purpose of changing the
    Company's domicile solely within the United States. Under Rule
    145(a)(2) of the Securities Act of 1933, the redomiciliation did
    not involve any offer or sale of a security.  The Board of
    Directors adopted a Merger Agreement on September 18, 1997,
    setting forth the terms of the redomiciliation, which was
    approved by the shareholders at the special meeting. The merger
    did not effect any change in the number of shares issued and
    outstanding, and certificates evidencing stock of Renegade
    Colorado will, as they are received by the Company's transfer
    agent, be exchanged for certificates evidencing stock of
    Renegade Venture (Nev.) Corporation.  The Company will not bear
    any expenses associated with any exchange of certificates. 
    Articles and Certificate of Merger (with the Merger Agreement
    attached thereto as Exhibit A) were filed with the Nevada
    Secretary of State on September 22, 1997, which issued a
    Certificate of Fact of Merger therefor, and filed with the
    Colorado Secretary of State on September 23, 1997.

      The Company has obtained a new CUSIP number for the common
    stock of Renegade Venture (Nev.) Corporation, which is 759680 30
    9.  The common stock of the Company continues to be quoted on
    the OTC Electronic Bulletin Board under the symbol "RDVN." 

ASSUMPTION OF COMPENSATORY STOCK OPTION PLAN.

      The 1994 Compensatory Stock Option Plan of Renegade Colorado
    was assumed by the Company under the Merger Agreement, with
    certain non-substantive changes.  It was retitled as the 1997
    Compensatory Stock Option Plan ("CSO Plan") of the Company.  A
    maximum of 2,000,000 common shares may be issued upon the
    exercise of options under the CSO Plan, which is attached as an
    exhibit to this report.

ASSUMPTION OF EMPLOYEE STOCK COMPENSATION PLAN.

      The 1994 Employee Stock Compensation Plan of Renegade Colorado
    was assumed by the Company under the Merger Agreement, with
    certain non-substantive changes.  It was retitled as the 1997
    Employee Stock Compensation Plan ("ESC Plan") of the Company.  A
    maximum of 1,000,000 common shares may be issued under the ESC
    Plan, which is attached as an exhibit to this report.

ELECTION OF DIRECTORS

      The shareholders on September 18, 1997, elected Randy J. Sasaki
    and Thomas Liston as directors of the Company, both of whom were
    incumbent directors. 



Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.  The following documents are filed as exhibits
    to this report on Form 8-K, or have been incorporated by
    reference to another registration statement or report.

2.1    Articles and Certificate of Merger dated September 18,
       1997, between Renegade Venture Corporation, a Colorado
       corporation, and Renegade Venture (Nev.) Corporation, a Nevada
       corporation, with Merger Agreement attached thereto as Exhibit
       A.............................................................    *

3.1    Certificate of Incorporation of Renegade Venture (Nev.)
       Corporation ..................................................    *

3.2    Bylaws of Renegade Venture (Nev.) Corporation.................    *

10.1   1997 Compensatory Stock Option Plan of Renegade Venture
       (Nev.) Corporation ...........................................    *

10.2   1997 Employee Stock Compensation Plan of Renegade Venture
       (Nev.) Corporation ..........................................     *

       * included as an exhibit to this report.



                           SIGNATURES                                 

      Pursuant to the requirements of the Securities Exchange Act of
    1934, the Registrant has duly caused this current report on Form
    8-K to be signed on its behalf by the undersigned, thereunto
    duly authorized.


DATED: October 2, 1997 

                                 RENEGADE VENTURE (NEV.) CORPORATION




                               /s/ Randy Sasaki                 
                          By.........................................
                            
                                   Randy Sasaki, President and CEO






Exhibit 2.1 to Form 8-K dated September 22, 1997


                ARTICLES AND CERTIFICATE OF MERGER
                                of
                  RENEGADE VENTURE CORPORATION
                    (A Colorado Corporation)
                               into
                RENEGADE VENTURE (NEV.) CORPORATION
                     (A Nevada Corporation)



      Pursuant to Section 92A.190 of the Nevada General
    Corporation Law and Section 7-111-107 of the Colorado Business
    Corporation Act, the two undersigned corporations (the
    "Constituent Corporations") adopt the following Articles and
    Certificate of Merger for the purpose of merging them into one
    corporation (the "Merger"), and each corporation hereby
    certifies to the information below with respect to the Merger:

      FIRST: The names and state of incorporation of the two
    Constituent Corporations effecting the Merger are:


     Name                              Domicile         Status   
     ----                              --------         ------
RENEGADE VENTURE (NEV.) CORPORATION.....Nevada.....Surviving Corporation
RENEGADE VENTURE CORPORATION............Colorado...Assimilated Corporation


      SECOND:     The name of the Surviving Corporation in the Merger
    shall be RENEGADE VENTURE (NEV.) CORPORATION Section 7-111-107
    of the Colorado Business Corporation Act and Section 92A.190 of
    the Nevada General Corporation Law permits this Merger. The
    Surviving Corporation has authorized 50,000,000 common shares,
    $.001 par value, of which 100 shares (all owned by Assimilated
    Corporation) are issued and outstanding, and 5,000,000 preferred
    shares, $.001 par value, none of which have been issued or are
    outstanding. The Assimilated Corporation has authorized
    50,000,000 common shares, without par value, 320,000 of which
    are issued and outstanding, and 15,000,000 preferred shares,
    without par value, none of which have been issued or are
    outstanding.

      THIRD: The Merger shall not effect any change in the
    Certificate of Incorporation of the Surviving Corporation as in
    effect on the date these Articles and Certificate of Merger are
    duly filed with the respective Secretaries of State of the
    States of Nevada and Colorado.

      FOURTH:     A copy of the Merger Agreement dated September 18,
    1997, setting forth the terms and conditions of the Merger and
    of the manner of converting the outstanding securities of the
    Assimilated Corporation into securities of the Surviving
    Corporation, is appended in the form executed to these Articles
    and Certificate of Merger as Exhibit A and is herein fully
    incorporated by reference, and will be furnished to any
    shareholder of a Constituent Corporation, without charge, who so
    requests.

      FIFTH:      The Merger Agreement has been approved and adopted
    by the respective boards of directors of the Constituent
    Corporations and certified, executed and acknowledged by each of
    the Constituent Corporations in the manner prescribed by the
    respectively applicable laws of Nevada and Colorado.

      SIXTH: The Merger Agreement was duly approved, as follows:

      (a)    by the shareholders of the Assimilated Corporation
    on September 18, 1997, voting 166,206 shares FOR and 10,000
    AGAINST, out of a total of 320,000 voting shares issued and
    outstanding entitled to vote thereon, all of a class, a number
    sufficient for approval; and

      (b)    by the shareholders of the Surviving Corporation on
    September 18, 1997, voting 100 shares FOR and -0- AGAINST, out
    of a total of 100 voting shares issued and outstanding entitled
    to vote thereon, all of a class, a number sufficient for
    approval.

      SEVENTH:    An executed Merger Agreement is on file at the
    principal place of business of the Surviving Corporation, which 
    is located at 90 Madison Street, Suite 707, Denver, Colorado
    80206, and a copy thereof will be furnished without charge to
    any shareholder of a Constituent Corporation who so requests.

      EIGHTH:     The Registered Office of the Surviving Corporation
    in the State of Nevada is located at 2533 North Carson Street,
    Carson City, Nevada 89706, and the Registered Agent at such
    address is Laughlin Associates, Inc.

      NINTH: The Surviving Corporation in this Merger by execution
    and the due filing of these Articles of Merger hereby agrees
    that it:

      (a)  may be served with process in the State of Colorado in any
    proceeding for the enforcement of any obligation of the
    Assimilated Corporation and in any proceeding for the
    enforcement of the rights of any dissenting shareholder of the
    Assimilated Corporation against the Surviving Corporation;

      (b)  irrevocably appoints the Secretary of the Department of
    State of the State of Colorado as its agent to accept service of
    process in any such proceeding brought against the Assimilated
    Corporation in the State of Colorado, which should be served on
    the Surviving Corporation at the address set forth in Article
    SEVENTH above; and

      (c)  will promptly pay to the dissenting shareholders, if any,
    of the Assimilated Corporation the amount, if any, to which they
    are entitled under the provisions of the Colorado Business
    Corporation Act with respect to the rights of dissenting
    shareholders.

      TENTH: The Merger shall be effective when these Articles of
    Merger are duly filed for recordation with the office of the
    Secretary of State of the State of Nevada.

      IN WITNESS WHEREOF, these Articles and Certificate of Merger
    have been duly executed as of the date set forth below by the
    authorized officers of the Constituent Corporations.

 Dated:  September 18, 1997

                           RENEGADE VENTURE (NEV.) CORPORATION
                                  A Nevada Corporation



                            /s/ Randy Sasaki
 ATTEST:                  By...................................
                                Randy J. Sasaki, President



   /s/ Elisabeth Crosse
By......................................
       Secretary or Assistant Secretary


                           RENEGADE VENTURE CORPORATION             
                              A Colorado Corporation

(SEAL)

                            /s/ Randy Sasaki
 ATTEST:               By.................................
                                Randy J. Sasaki, President

   /s/ Elisabeth Crosse
By......................................
       Secretary or Assistant Secretary



 (SEAL)



                              VERIFICATION

STATE OF COLORADO      )
                       )  ss.
COUNTY OF DENVER       )

      On this 18th day of September, 1997, before me, a Notary Public
    duly commissioned and qualified in and for the above stated
    jurisdiction, personally came and appeared Randy J. Sasaki, who
    being duly sworn, declared that he is the President of RENEGADE
    VENTURE (NEV.) CORPORATION a Nevada corporation, that he
    executed the foregoing Articles and Certificate of Merger as the
    free act and deed of such corporation, and that he has signed
    his name thereto by order of the Board of Directors of such
    corporation.


     /s/ John D. Brasher Jr.
X..................................... Commission Expires:
      Notary Public



(SEAL)



STATE OF COLORADO      )
                       )  ss.
COUNTY OF DENVER       )

      On this 18th day of September, 1997, before me, a Notary Public
    duly commissioned and qualified in and for the above stated
    jurisdiction, personally came and appeared Randy J. Sasaki, who
    being duly sworn, declared that he is the President of RENEGADE
    VENTURE CORPORATION a Colorado corporation, that he executed the
    foregoing Articles and Certificate of Merger as the free act and
    deed of such corporation, and that he has signed his name
    thereto by order of the Board of Directors of such corporation.


  /s/ John D. Brasher Jr.
X........................................Commission Expires:
    Notary Public



(SEAL)

                            VERIFICATION



STATE OF COLORADO      )
                       )  ss.
COUNTY OF DENVER       )

      On this 18th day of September, 1997, before me, a Notary Public
    duly commissioned and qualified in and for the above stated
    jurisdiction, personally came and appeared Elisabeth M. Crosse,
    who being duly sworn, declared that she is the Secretary of
    RENEGADE VENTURE (NEV.) CORPORATION a Nevada corporation, that
    she executed the foregoing Articles and Certificate of Merger as
    the free act and deed of such corporation, and that she has
    signed her name thereto by order of the Board of Directors of
    such corporation.



   /s/ John D. Brasher Jr.
X.....................................Commission Expires:
    Notary Public



(SEAL)



STATE OF COLORADO      )
                       )  ss.
COUNTY OF DENVER       )

      On this 18th day of September, 1997, before me, a Notary Public
    duly commissioned and qualified in and for the above stated
    jurisdiction, personally came and appeared Elisabeth M. Crosse,
    who being duly sworn, declared that she is the Secretary of
    RENEGADE VENTURE CORPORATION a Colorado corporation, that she
    executed the foregoing Articles and Certificate of Merger as the
    free act and deed of such corporation, and that she has signed
    her name thereto by order of the Board of Directors of such
    corporation.



  /s/ John D. Brasher Jr.
X........................................Commission Expires:
    Notary Public

 (SEAL)



                             Exhibit A

                         MERGER AGREEMENT
                                of
                RENEGADE VENTURE (NEV.) CORPORATION
                      (A Nevada Corporation) 
                               and
                   RENEGADE VENTURE CORPORATION
                     (A Colorado Corporation)


      This Merger Agreement, dated as of September 18, 1997, is
    entered into pursuant to the provisions of Section 92A.190 of
    the General Corporation Law of Nevada and of Section 7-111-107
    of the Colorado Business Corporation Act, by and between
    RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation (the
    "Survivor"), and RENEGADE VENTURE CORPORATION, a Colorado
    corporation (the "Assimilated"), both corporations being
    sometimes referred to herein as the "Constituent Corporations."

                           RECITALS:

      A.   Survivor is a corporation duly organized and existing
    under the laws of the State of Nevada and has an authorized
    capital of 55,000,000 shares, of which 50,000,000 shares are
    designated as common stock, par value $.001, of which 100 shares
    are outstanding, and of which 5,000,000 shares are designated as
    preferred shares, $.001 par value, none of which have been
    issued or are outstanding.

      B.   Assimilated is a corporation duly organized and existing
    under the laws of the State of Colorado and has an authorized
    capital of 65,000,000 shares without par value, of which
    50,000,000 shares are designated as Common Stock and of which
    15,000,000 shares are designated as Preferred Stock. A total of
    320,000 shares of Common Stock are issued and outstanding. No
    preferred shares have been issued or are outstanding.

      C.    The respective Boards of directors of Survivor and
    Assimilated have approved this Agreement and have directed that
    this Agreement be submitted to a vote of their respective
    shareholders.

      Now, therefore, in consideration of the premises and of the
    mutual representations, warranties and covenants herein
    contained, Survivor and Assimilated hereby agree, subject to the
    terms and conditions hereinafter set forth, as follows:

ARTICLE I.  MERGER.

      1.1  Merger and Name Change. In accordance with the provisions
    of this Agreement, the General Corporation Law of Nevada, and
    the Colorado Business Corporation Act, Assimilated shall be
    merged with and into Survivor (the "Merger"), and the name of
    the surviving corporation shall be RENEGADE VENTURE (NEV.)
    CORPORATION.

      1.2  Filing and Effectiveness.  The Merger shall become
    effective when the following actions shall have been completed:

            (a)    This Agreement and the Merger shall have been
    adopted and approved by the shareholders of each Constituent
    Corporation in accordance with the respective requirements of
    the General Corporation Law of Nevada and the Colorado Business
    Corporation Act.

            (b)    An executed counterpart of this Agreement shall
    have been filed with the Secretary of State of the State of
    Nevada; and

            (c)    Executed Articles of Merger or other documents
    meeting the requirements of the Colorado Business Corporation
    Act shall have been filed with the Secretary of State of the
    State of Colorado.

      The date and time when the Merger shall become effective, as
    aforesaid, is herein called the "Effective Date."

      1.3  Certificate of Incorporation.  The Certificate of
    Incorporation of Survivor as in effect immediately prior to the
    Effective Date shall continue in full force and effect as the
    Certificate of Incorporation of the Survivor until duly amended
    in accordance with the provisions thereof and applicable law.

      1.4  Bylaws.  The Bylaws of Survivor as in effect immediately
    prior to the Effective Date shall continue in full force and
    effect as the Bylaws of the Survivor without any change as a
    result of the Merger.

      1.5  Directors and Officers.  The directors and officers of
    Survivor in office immediately prior to the Effective Date shall
    continue in office and shall constitute the directors and
    officers of Survivor until their respective successors shall
    have been elected and duly qualified or until otherwise provided
    by law, the Certificate of Incorporation of Survivor and the
    Bylaws of Survivor.

      1.6  Effect of Merger.  Upon the Effective Date, the separate
    existence of Assimilated shall cease and the Survivor (i) shall
    continue to possess all of the assets, rights, powers and
    property of Survivor as constituted immediately prior to the
    Effective Date, shall be subject to all actions previously taken
    by the Board of Directors of Assimilated and shall succeed,
    without other transfer, to all of the assets, rights, powers and
    property of Assimilated, (ii) shall continue to be subject to
    all of the debts, liabilities and obligations of Assimilated as
    constituted immediately prior to the Effective Date and shall
    succeed, without other transfer, to all of the debts,
    liabilities and obligations of Assimilated in the same manner as
    if Survivor had itself incurred them, all as more fully provided
    under the applicable provisions of the General Corporation Law
    of Nevada and the Colorado Business Corporation Act.

ARTICLE II.   MANNER OF CONVERSION OF COMMON STOCK.

      2.1  Assimilated Common Stock.  Upon the Effective Date, each
    share of common stock, $.0001 par value, of Assimilated issued
    and outstanding immediately prior thereto shall, by virtue of
    the Merger and without any action by any holder of such shares
    or any other person, be converted into and exchanged for one (1)
    fully paid and nonassessable share of Common Stock, $.0001 par
    value, of Survivor (the "Merger Shares").

      2.2  Outstanding Common Stock of Survivor.  Upon the Effective
    Date, each share of the 100 shares of Common Stock of Survivor
    issued and outstanding immediately prior thereto shall, by
    virtue of the Merger and without any action by the holder of
    such shares or any other person, be cancelled and returned to
    the status of authorized but unissued shares.

      2.3  Exchange of Certificates.  On or after the Effective Date
    of the Merger:

            (a)    All of the outstanding certificates which prior to
    that time represented the outstanding Common Shares of
    Assimilated shall be deemed for all purposes to evidence
    ownership of and to represent the Merger Shares into which the
    shares of Assimilated represented by such certificates have been
    converted as herein provided. The registered owner on the books
    and records of Assimilated or its transfer agent of any such
    outstanding stock certificate shall, until such certificate
    shall have been surrendered for transfer or conversion or
    otherwise accounted for to Survivor or its transfer agent, have
    and be entitled to exercise any voting and other rights with
    respect to and to receive any dividend and other distributions
    upon the Merger Shares evidenced by such outstanding certificate
    as above provided.

            (b)    Each certificate evidencing Merger Shares issued in
    the Merger shall bear the same legends, if any, with respect to
    the restrictions on transferability as the certificates of
    Assimilated so converted and given in exchange therefor, unless
    otherwise determined by the Board of Directors of Survivor in
    compliance with applicable laws.

            (c)    If any certificate for Merger Shares is to be
    issued in a name other than that in which the certificate
    surrendered in exchange therefor is registered, it shall be a
    condition of issuance thereof that the certificate so
    surrendered shall be properly endorsed and otherwise in proper
    form for transfer, that such transfer otherwise be proper and
    that the person requesting such transfer pay any transfer or
    other taxes payable by reason of the issuance of such new
    certificate in a name other than that of the registered holder
    of the certificate surrendered or establish to the satisfaction
    of Survivor that such tax has been paid or is not payable.

      2.4  Assumption of Benefit Plans.  Upon the Effective Date,
    Survivor shall assume and continue both the 1994 Compensatory
    Stock Option Plan and the 1994 Employee Stock Compensation Plan
    of Assimilated, without change other than conforming changes in
    the corporate name, par value of common stock, governing law and
    similar non-substantive changes. Survivor and its Board of
    Directors shall have the same rights and powers in regard to
    such plans as Assimilated and its Board of Directors.

ARTICLE III.  GENERAL MATTERS.

      3.1  Covenants of Survivor.  Survivor covenants and agrees that
    it will, on or before the Effective Date:

            (a)    Qualify to do business as a foreign corporation in
    all states wherein its operations require it to qualify under
    applicable state laws.

            (b)    File all documents with the franchise tax
    authorities of the State of Colorado necessary to the assumption
    by Survivor of all of the franchise tax liabilities of
    Assimilated.

            (c)    Take such other actions as may be required by the
    Colorado Business Corporation Act or other applicable law.

      3.2  Abandonment.  At any time before the Effective Date, this
    Agreement may be terminated and the Merger abandoned for any
    reason whatever by the Board of Directors of Survivor or
    Assimilated, or both, notwithstanding the approval of this
    Agreement and Merger by the shareholders of Assimilated or
    Survivor or both.

      3.3  Amendment.  The Boards of Directors of the Constituent
    Corporations may amend this Agreement at any time prior to the
    filing of this Agreement (or a certificate in lieu thereof) with
    the Secretary of State of the State of Nevada, provided that an
    amendment made subsequent to the adoption of this Agreement by
    the shareholders of either Constituent Corporation shall not (i)
    alter or change the amount or kind of Merger Shares to be
    received in exchange for or on conversion of all or any of the
    shares of any class or series thereof of such Constituent
    Corporation, (ii) alter or change any term of the Certificate of
    Incorporation of the Survivor to be effected by the Merger, or
    (iii) alter or change any of the terms and conditions of this
    Agreement if such alteration or change would adversely affect
    the holders of any class or series thereof of such Constituent
    Corporation.

      3.4  Expenses.  Survivor shall pay all costs related to the
    Merger and necessary filings and actions in connection therewith.

      3.5  Mutual Covenants of Constituent Corporations.  Survivor
    and Assimilated each agree that, between the date hereof and the
    Effective Date, it will not (i) enter into any employment
    contracts, (ii) grant any options, warrants or similar rights
    (nor any instrument or security containing such an option,
    warrant or similar right) exercisable for, exchangeable for or
    convertible into its common shares or other securities, (iii)
    issue any stock or other securities, including debt instruments,
    or (iv) declare or pay any dividends in stock or cash or make
    any other distribution on or with respect to its outstanding
    common stock. Either party may but need not abandon the Merger
    if the holders of more than 5% of the outstanding shares of
    Assimilated should dissent from the Merger.

      3.6  Registered Office.  The Registered Office of the Survivor
    in the State of Nevada is located at 2533 North Carson Street,
    Carson City, Nevada 89706, and Laughlin Associates, Inc. is the
    Resident Agent of the Survivor at such address.

      3.7  Further Actions.  If at any time Survivor shall consider
    or be advised that any further assignment or assurances in law
    are necessary or desirable to vest or to perfect or confirm of
    record in Survivor the title to any property or rights of
    Assimilated, or to otherwise carry out the provisions of this
    Agreement, then the proper officers and directors of Assimilated
    as of the Effective Date shall execute and deliver to Survivor
    any and all proper deeds, assignments and assurances in law, and
    do all things necessary or proper to vest, perfect or confirm
    title to such property or rights in Survivor.

      3.8  Governing Law.  This Agreement shall in all respects be
    interpreted and enforced in accordance with and governed by the
    laws of the State of Colorado.

      3.9  Counterparts. In order to facilitate the filing and
    recording of this Agreement, it may be executed in any number of
    counterparts, each of which shall be deemed to be an original.

      3.10 Agreement.  Executed copies of this Agreement will be on
    file at the principal place of business of Survivor located at
    90 Madison Street, Suite 707, Denver, Colorado 80206, and copies
    thereof will be furnished to any shareholder of any Constituent
    Corporation upon request and without cost.

      IN WITNESS WHEREOF,  this Agreement, having first been approved
    by resolution of the Boards of Directors Assimilated and
    survivor, is hereby executed on behalf of each of such
    corporations and attested by their respective officers thereto
    duly authorized.

                            RENEGADE VENTURE (NEV.) CORPORATION 
                                  A Nevada Corporation



                                 /s/ Randy J. Sasaki            
                            By...................................
                                Randy J. Sasaki, President



                            RENEGADE VENTURE CORPORATION        
                               A Colorado Corporation

                                 /s/ Randy J. Sasaki            
                            BY....................................
                               Randy J. Sasaki, President



Exhibit 3.1 to Form 8-K dated September 22, 1997



                  CERTIFICATE OF INCORPORATION
                              of
               RENEGADE VENTURE (NEV.) CORPORATION
                    (A Nevada Corporation)



      FIRST.   The name of this corporation is  RENEGADE VENTURE
    (NEV.) CORPORATION.

      SECOND.   The Corporation's Registered Office in the State of
    Nevada is located at 2533 N. Carson Street, Carson City, Nevada
    89706. The Corporation's Resident Agent at this address is
    Laughlin Associates, Inc.

      THIRD.  The purpose of the Corporation is to engage in any
    lawful act or activity for which corporations may be organized
    under the General Corporation Law of Nevada. The Corporation may
    conduct all or any part of its business, and may hold, purchase,
    mortgage, lease and convey real and personal property, anywhere
    in the world. The Corporation shall have perpetual duration.

      FOURTH.  The name and mailing address of the Incorporator is:

        Name                       Mailing Address
        ----                       ---------------
    John D. Brasher, Jr.           90 Madison Street, Suite 707
                                   Denver, Colorado 80206


      Upon the filing of this Certificate of Incorporation the powers
    of the Incorporator shall terminate. The names and addresses of
    the person or persons who are to serve as directors until the
    first annual meeting of shareholders or until their successors
    are duly elected and have qualified are:

        Name                       Mailing Address
        ----                       ---------------
     Randy J. Sasaki               2439 West Coast Highway, Suite 202
                                   Newport Beach, California 92663

                           {CAPITAL STOCK}

      FIFTH.   The aggregate number of shares of capital stock of all
    classes which the Corporation shall have authority to issue is
    FIFTY FIVE MILLION (55,000,000), of which FIFTY MILLION
    (50,000,000) shares having a par value of $.001 per share shall
    be of a class designated "Common Stock" (or "Common Shares") and
    FIVE MILLION (5,000,000) shares having a par value of $.001 per
    share shall be of a class designated "Preferred Stock" (or
    "Preferred Shares").  All shares of the Corporation shall be
    issued for such consideration or considerations as the Board of
    Directors may from time to time determine. The designations,
    voting powers, preferences, optional or other special rights and
    qualifications, limitations, or restrictions of the above
    classes of stock shall be as follows:

                      I.   PREFERRED STOCK

      (a)  Issuance in Class and Series.  Shares of Preferred Stock
    may be issued in one or more classes or series at such time or
    times as the Board of Directors may determine. All shares of any
    one series shall be of equal rank and identical in all respects.
      (b)  Authority of Board for Issuance.  Authority is hereby
    expressly granted to the Board of Directors to fix from time to
    time, by resolution or resolutions providing for the issuance of
    any class or series of Preferred Stock, the designation of such
    classes and series and the powers, preferences and rights of the
    shares of such classes and series, and the qualifications,
    limitations or restrictions thereof, including the following:

            1.  The distinctive designation and number of shares
      comprising such class or series, which number may (except where
      otherwise provided by the Board of Directors in creating such
      class or series) be increased or decreased (but not below the
      number of shares then outstanding) from time to time by action
      of the Board of Directors;

            2.  The rate of dividend, if any, on the shares of that
      class or series, whether dividends shall be cumulative and, if
      so, from which date or dates, the relative rights of priority,
      if any, of payment of dividends on shares of that class or
      series over shares of any other class or series;

            3.  Whether the shares of that class or series shall be
      redeemable at the option of the Corporation or of the holder of
      the shares or of another person or upon the occurrence of a
      designated event and, if so, the terms and conditions of such
      redemption, including the date or dates upon or after which they
      shall be redeemable, and the amount per share payable in case of
      redemption, which amount may vary under different conditions and
      different redemption dates;

            4.  Whether that class or series shall have a sinking fund
      for the redemption or purchase of shares of that class or series
      and, if so, the terms and amounts payable into such sinking fund;

            5.  The rights to which the holders of the shares of that
      series shall be entitled in the event of voluntary or
      involuntary liquidation, dissolution, distribution of assets or
      winding-up of the Corporation, relative rights of priority; if
      any, of payment of shares of that class or series;

            6.  Whether the shares of that class or series shall be
      convertible into or exchangeable for shares of stock of any
      class or any other series of Preferred Stock and, if so, the
      terms and conditions of such conversion or exchange, including
      the method of adjusting the rates of conversion or exchange in
      the event of a stock split, stock dividend, combination of
      shares or similar event;

            7.  Whether the issuance of any additional shares of such
      class or series, or of any shares of any other class or series,
      shall be subject to restrictions as to issuance, or as to the
      powers, preferences or rights of any such other class or series;

            8.  Any other preferences, privileges and powers, and
      relative, participating, optional or other special rights, and
      qualifications, limitations or restrictions of such class or
      series, as the Board of Directors may deem advisable and as
      shall not be inconsistent with the provisions of the
      Corporation's Charter, as from time to time amended, and to the
      full extent now or hereinafter permitted by the laws of Nevada.

      (c)  Dividends.  Payment of dividends shall be as follows:

            1.  The holders of Preferred Stock of each class or
      series, in preference to the holders of Common Stock, shall be
      entitled to receive, as and when declared by the Board of
      Directors out of funds legally available therefor, all
      dividends, at the rate for such class or series fixed in
      accordance with the provisions of this Article FIFTH and no more;

            2.  Dividends may be paid upon, or declared or set aside
      for, any class or series of Preferred Stock in preference to the
      holders of any other class or series of Preferred Stock in the
      manner determined by the resolutions of the Board of Directors
      authorizing and creating such class or series;

            3.  So long as any shares of Preferred Stock shall be
      outstanding, in no event shall any dividend, whether in cash or
      in property, be paid or declared nor shall any distribution be
      made, on the Common Stock, nor shall any shares of Common Stock
      be purchased, redeemed or otherwise acquired for value by the
      Corporation, unless all dividends on all cumulative classes and
      series Preferred Stock with respect to all past dividend
      periods, and unless all dividends on all classes and series of
      Preferred Stock for the then current dividend period shall have
      been paid or declared, and provided for, and unless the
      Corporation shall not be in default with respect to any of its
      obligations with respect to any sinking fund for any class or
      series of Preferred Stock.  The foregoing provisions of this
      subparagraph (3) shall not, however, apply to any dividend
      payable in Common Stock;

            4.  No dividend shall be deemed to have accrued on any
      share of Preferred Stock of any class or series with respect to
      any period prior to the date of the original issue of such share
      or the dividend payment date immediately preceding or following
      such date of original issue, as may be provided in the
      resolutions of the Board of Directors creating such class or
      series.  Preferred Stock shall not be entitled to participate in
      any dividends declared and paid on Common Stock, whether payable
      in cash, stock or otherwise.  Accruals of dividends shall not
      pay interest.

      (d)  Dissolution or Liquidation.  In the event of any voluntary
    or involuntary liquidation, dissolution of assets or winding-up
    of the Corporation, the holders of the shares of each class or
    series of Preferred Stock then outstanding shall be entitled to
    receive out of the net assets of the Corporation, but only in
    accordance with the preferences, if any, provided for such
    series, before any distribution or payment shall be made to the 
    holders of Common Stock, the amount per share fixed by the
    resolution or resolutions of the Board of Directors to be
    received by the holder of each such share on such voluntary or
    involuntary liquidation, dissolution, distribution of assets or
    winding-up, as the case may be.  If such payment shall have been
    made in full to the holders of all outstanding Preferred Stock
    of all classes and series, or duly provided for, the remaining
    assets of the Corporation shall be available for distribution
    among the holders of Common Stock as provided in this Article
    FIFTH. If upon any such liquidation, dissolution, distribution
    of assets or winding-up, the net assets of the Corporation
    available for distribution among the holders of any one or more
    classes or series of Preferred  Stock which (i) are entitled to
    a preference over the holders of Common Stock upon such
    liquidation, dissolution, distribution of assets or winding-up,
    and (ii) rank equally in connection therewith, shall be
    insufficient to make payment for the preferential amount to
    which the holders of such shares shall be entitled, then such
    assets shall be distributed among the holders of each such
    series of Preferred Stock ratably according to the respective
    amounts to which they would be entitled in respect of the shares
    held by them upon such distribution if all amounts payable on or
    with respect to such shares were paid in full. Neither the
    consolidation nor merger of the Corporation, nor the exchange,
    sale, lease or conveyance (whether for cash, securities or other
    property) of all, substantially all or any part of its assets,
    shall be deemed a liquidation, dissolution, distribution of
    assets or winding-up of the Corporation within the meaning of
    this provision.

      (e)  Voting Rights.  Except to the extent otherwise required by
    law or provided in the resolution of the Board of Directors
    adopted pursuant to authority granted in this Article FIFTH, the
    shares of Preferred Stock shall have no voting power with
    respect to any matter whatsoever. The Board of Directors may 
    determine whether the shares of any class or series shall have
    limited, contingent, full or no voting rights, in addition to
    the voting rights provided by law and, if so, the terms of such
    voting rights. Whenever holders of Preferred Stock are entitled
    to vote on a matter, each holder of record of Preferred Stock
    shall be entitled to one vote for each share standing in his
    name on the books of the Corporation and entitled to vote.

                      II.   COMMON STOCK

      (a)  Issuance.  The Common Stock may be issued from time to
    time in one or more classes or series in any manner permitted by
    law, as determined by the Board of Directors and stated in the
    resolution or resolutions providing for issuance thereof.  Each
    class or series shall be appropriately designated, prior to
    issuance of any shares thereof, by some distinguishing letter,
    number or title.  All shares of each class or series of Common
    Stock shall be alike in every particular and shall be of equal
    rank and have the same power, preferences and rights, and shall
    be subject to the same qualifications, limitations and
    restrictions, if any.

      (b)  Voting Powers.  The Common Stock may have such voting
    powers (full, limited, contingent or no voting powers), such
    designations, preferences and relative, participating, optional
    or other special rights, and be subject to such qualifications,
    limitations and re- strictions, as the Board of Directors shall
    determine by resolution or resolutions.  Unless otherwise
    resolved by the Board of Directors at the time of issuing Common
    Shares, (i) each Common Share shall be of the same class,
    without any designation, preference or relative, participating,
    optional or other special rights, and subject to no
    qualification, limitation or restriction, and (ii) Common Shares
    shall have unlimited voting rights, including but not limited to
    the right to vote in elections for directors, and each holder of
    record of Common Shares entitled to vote shall have one vote for
    each share of stock standing in his name on the books of the
    Corporation and entitled to vote.

      (c)  Dividends.  After the requirements with respect to
    preferential dividends, if any, on Preferred Stock, and after
    the Corporation shall have complied with all requirements, if
    any, with respect to the setting aside of sums in a sinking fund 
    for the purchase or redemption of shares of any class or series
    of Preferred Stock, then and not otherwise, the holders of
    Common Stock shall receive, to the extent permitted by law, such
    dividends as may be declared from time to time by the Board of
    Directors.

      (d)  Dissolution or Liquidation.  After distribution in full of
    the preferential amount, if any, to be distributed to the
    holders of Preferred Stock, in the event of the voluntary or
    involuntary liquidation, dissolution, distribution of assets or
    winding-up of the Corporation, the holders of Common Stock shall
    be entitled to receive all the remaining assets of the
    Corporation of whatever kind available for distribution to
    shareholders ratably in proportion to the number of shares of
    Common Stock respectively held by them.

                 III.   GENERAL MATTERS

      (a)  Capital.  The portion of the consideration received by the
    Corporation upon issuance of any of its shares that shall
    constitute "capital" within the meaning of the General
    Corporation Law of Nevada shall be (1) in the case of par-value
    shares, the par value thereof, and (2) in the case of shares
    without par value, the stated value of such shares as determined
    by the Board of Directors at the time of issuance; provided,
    that if no stated value is determined at the time that shares
    without par value are issued, the entire consideration to be
    received for the shares shall constitute capital.

      (b)  Fully Paid and Nonassessable.  Any and all shares of
    Common or Preferred Stock issued by the Corporation for which
    not less than the portion of the consideration to be received
    determined to be "capital" has been paid to the Corporation,
    provided the Corporation has received a promissory note or other
    binding legal obligation of the purchaser to pay the balance
    thereof, shall be deemed fully paid and nonassessable shares.

      (c)  Amendment of Shareholder Rights.  So long as no shares of
    any class or series established by resolution of the Board of
    Directors have been issued, the voting rights, designations,
    preferences and relative, optional, participating or other
    rights of these shares may be amended by resolution of the Board
    of Directors.

      (d)  Status of Certain Shares.  Shares of Preferred or Common
    Stock which have redeemed, converted, exchanged, purchased,
    retired or surrendered to the Corporation, or which have been
    reacquired in any other manner, shall have the status of
    authorized and unissued shares and may be reissued by the Board
    of Directors as shares of the same or any other series, unless
    otherwise provided herein or in the resolution authorizing and
    establishing the shares.

      (e)  Denial of Preemptive Rights.  No holder of any shares of
    the Corporation shall be entitled as a matter of right to
    subscribe for or purchase any part of any new or additional
    issue of stock of any class or of securities convertible into or
    exchangeable for stock of any class, whether now or hereafter
    authorized or whether issued for money, for a consideration
    other than money, or by way of dividend.

      (f)  Convertibility.  Common Shares or other shares of any
    class or series, and notes, debentures, bonds and other debt
    instruments issued by the Corporation or any affiliated company,
    may be made convertible into or exchangeable for, at the option
    of the Corporation or the holder or upon the occurrence of a
    specified event, shares of any other class or classes or any
    other series of the same or any other class or classes of shares
    of the Corporation, at such price or prices or at such rate or
    rates of exchange and with such adjustments as shall be set
    forth in the resolution or resolutions providing for the
    issuance of such convertible or exchangeable shares adopted by
    the Board of Directors.

      (g)  Redeemability.  Common Shares may be made redeemable at
    the option of the Corporation or upon the occurrence of a
    designated event, if and to the extent now or subsequently
    allowed by the General Corporation Law of Nevada, as such law
    may subsequently be amended, and the terms and conditions of
    redemption, including the date or dates upon or after which they
    shall be redeemable, the amount per share payable in case of
    redemption and any variance in the amount or amounts payable,
    among other terms, conditions and limitations which may be
    imposed, may be fixed and established by the Board of Directors
    in the resolution or resolutions authorizing the issuance of
    redeemable Common Shares.

                     {VOTING OF SHAREHOLDERS}

      SIXTH.    The following provisions are hereby adopted for the
    purpose of regulating certain matters relating to the voting of
    shareholders of the Corporation:

      (a)  Definitions.  Whenever the term "total voting power"
    appears in this Charter, it shall mean all shares of the
    Corporation entitled to vote at a meeting or on a question
    presented for shareholder approval, and of every class or series
    of shares entitled to vote by class or series.  Whenever the
    term "votes cast" appears in this Charter, it shall mean the
    total number of voting shares out of the total voting power
    which were unequivocally voted in favor of or against a director
    standing for election or a matter presented for shareholder
    approval at a legal meeting which commenced with a quorum.

      (b)  Quorum.  A majority of the total voting power, or where a
    separate vote by class or series is required, a majority of the
    voting shares of each such class or series, represented in
    person or by proxy, shall constitute a quorum at any meeting of
    the Corporation's shareholders.

      (c)  Vote Required.  Any action to be taken by the
    Corporation's shareholders at any valid meeting which commenced
    with a quorum shall require the affirmative vote only of a
    majority of the votes cast, except where this Charter or the
    Corporation's Bylaws then in effect requires the affirmative
    vote of a higher proportion of the votes cast or requires the
    affirmative vote of a proportion of the total voting power, and
    except where the Nevada General Corporation Law specifically
    requires the affirmative vote of a majority of all the votes
    entitled to be cast. Directors shall be elected by plurality
    vote. Abstentions from voting shall not be considered in the
    tallying of votes. Nothing contained in this Article SIXTH shall
    affect the voting rights of holders of any class or series of
    shares entitled to vote as a class or by series. The Bylaws may
    provide for the vote necessary at any adjournment of a duly
    called meeting for which a quorum was not obtained.   (d) 
    Manner of Voting; Etc.  The vote of shareholders may be taken at
    a meeting by a show of hands or other method authorized by the 
    Board of Directors.  Written ballots shall be used only upon
    authorization of the Board of Directors or as provided in the
    Corporation's Bylaws. Cumulative voting shall not be allowed in
    the election of directors.

      (e)  Action Without Meeting.  Any action required or permitted
    to be taken at a meeting of the shareholders may be taken
    without a meeting, without prior notice and without a vote, if a
    consent in writing, setting forth the action so taken, shall be
    signed by shareholders holding at least a majority of the voting
    power, except that if a different proportion of voting power is
    required for such an action at a meeting, then that proportion
    of written consents is required.

      (f)  Shareholder Ratification.  Any contract, transaction, or
    act of the Corporation or of the directors which shall be
    ratified by vote of the shareholders at any annual meeting, or
    at any special meeting called for such purpose, or by means of a
    written consent of shareholders in lieu of a meeting, shall so
    far as permitted by law be as valid and as binding as though
    ratified by every shareholder of the Corporation.

         {CONCERNING SHAREHOLDERS, DIRECTORS AND OFFICERS}

      SEVENTH.  The following provisions are hereby adopted for the
    purpose of defining, limiting, and regulating the powers of the
    Corporation and of the directors, officers and shareholders:

      (a)  Number of Directors.  The number of Directors shall be as
    fixed in the Bylaws. In the absence of such provision in the
    Bylaws, the Corporation shall have one (1) Director. Directors
    shall be elected by plurality vote and need not be elected by
    written ballot, except as provided in the Bylaws.

      (b)  Removal of Directors.   A director of the Corporation, or
    the entire Board of Directors of the Corporation, may be removed
    by the shareholders, with or without cause, only upon the
    affirmative vote of the holders of not less than two-thirds
    (2/3) of the total voting power, without considering the vote of
    the director or directors sought to be removed.

      (c)  Removal of Officers and Employees.  Unless the Bylaws
    otherwise provide, any officer or employee of the Corporation
    may be removed at any time with or without cause by the Board of
    Directors or by any committee or superior officer upon whom such
    power of removal may be conferred by the Bylaws or by authority
    of the Board of Directors, without prejudice, however, to
    existing contractual rights.

      (d)  Corporate Opportunities.  The officers, directors and
    other members of management of the Corporation shall be subject
    to the doctrine of "corporate opportunities" only insofar as it
    applies to any business opportunity (i) of a type falling within
    the regular business or operations of the Corporation, or (ii)
    in which the Corporation has expressed an interest as determined
    from time to time by the Corporation's Board of Directors as
    evidenced by resolutions appearing in the Corporation's minutes.
    All such business opportunities which come to the attention of
    the officers, directors, and other members of management of the
    Corporation shall be disclosed promptly to the Corporation and
    made available to it.  The Board of Directors may reject any
    business opportunity presented to it, and only thereafter may
    any officer, director or other member of management avail
    himself of such opportunity. The provisions of this paragraph
    shall not be construed to release any employee of the
    Corporation from any fiduciary duties which he may have to the
    Corporation.

                            {BYLAWS}

      EIGHTH.   The initial Bylaws of the Corporation shall be
    adopted by its Board of Directors.  The power to alter, amend or
    repeal the Bylaws or adopt new Bylaws shall be vested in the
    Board of Directors, subject to the right of the shareholders to
    alter, amend or repeal such Bylaws or adopt new Bylaws.  The
    Bylaws may contain any provisions for the regulation and
    management of the affairs of the Corporation not inconsistent
    with law or this Charter.

        {INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS}

      NINTH.   The following provisions are hereby adopted for the
    purpose of defining and regulating certain rights of directors,
    officers and others in respect of indemnification and related
    matters.

      (a)  Actions, Suits or Proceedings Other than by or in the
    Right of the Corporation.  The Corporation may indemnify any
    person who was or is a party or is threatened to be made a party
    to any threatened, pending or completed action, suit or
    proceeding, whether civil, criminal, administrative or
    investigative (other than an action by or in the right of the
    Corporation), by reason of the fact that he is or was or has
    agreed to become a director, officer, employee or agent of the
    Corporation, or is or was serving or has agreed to serve at the
    request of the Corporation as a director, officer, employee or
    agent of another corporation, partnership, joint venture, trust
    or other enterprise, or by reason of any action alleged to have
    been taken or omitted in such capacity, against costs, charges,
    expenses (including attorney's fees), judgments, fines and
    amounts paid in settlement actually and reasonably incurred by
    him or on his behalf in connection with such action, suit or
    proceeding and any appeal therefrom, if he acted in good faith
    and in a manner he reasonably believed to be in or not opposed
    to the best interests of the Corporation and, with respect to
    any criminal action or proceeding, had no reasonable cause to
    believe his conduct was unlawful.  The termination of any
    action, suit or proceeding by judgment, order, settlement,
    conviction, or upon a plea of nolo contendere or its equivalent,
    shall not, of itself, create a presumption that the person did
    not act in good faith and in a manner which he reasonably
    believed to be in or not opposed to the best interests of the
    Corporation or that, with respect to any criminal proceeding, he
    had reasonable cause to believe that his conduct was unlawful.

      (b)  Actions or Suits by or in the Right of the Corporation. 
    The Corporation may indemnify any person who was or is a party
    or is threatened to be made a party to any threatened, pending
    or completed action, suit or proceeding by or in the right of
    the Corporation to procure a judgment in its favor by reason of
    the fact that he is or was or has agreed to become a director,
    officer, employee or agent of the Corporation, or is or was
    serving or has agreed to serve at the request of the Corporation
    as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other
    enterprise, or by reason of any action alleged to have been
    taken or omitted in such capacity, against costs, charges and
    expenses (including amounts paid in settlement and attorney's
    fees) actually and reasonably incurred by him or on his behalf
    in connection with the defense or settlement of such action or
    suit and any appeal therefrom, if he acted in good faith and in
    a manner he reasonably believed to be in or not opposed to the
    best interests of the Corporation. No indemnification shall be
    made in respect of any claim, issue or matter as to which such
    person shall have been adjudged by a court of competent
    jurisdiction after exhaustion of all appeals therefrom to be
    liable to the Corporation or for amounts paid in settlement to
    the Corporation unless and only to the extent that the court in
    which such action or suit was brought or other court of
    competent jurisdiction shall determine upon application that,
    despite the adjudication of such liability but in view of all
    the circumstances of the case, such person is fairly and
    reasonably entitled to indemnity for such costs, charges and
    expenses which the court shall deem proper.

      (c)  Indemnification for Costs, Charges and Expenses of
    Successful Party.  Notwithstanding the other provisions of this
    Article NINTH, to the extent that a director, officer, employee
    or agent of the Corporation has been successful on the merits or
    otherwise, including, without limitation, the dismissal of an
    action without prejudice, in defense of any action, suit or
    proceeding referred to in Sections (a) and (b) of this Article
    NINTH, or in defense of any claim, issue or matter therein, he
    shall be indemnified against all costs, charges and expenses
    (including attorney's fees) actually and reasonably incurred by
    him or on his behalf in connection therewith.

      (d)  Determination of Right to Indemnification.  Any
    indemnification under Sections (a) and (b) of this Article NINTH
    (unless ordered by a court) shall be paid by the Corporation
    unless a determination is made (i) by a disinterested majority
    of the Board of Directors who were not parties to such action,
    suit or proceeding, or (ii) if such disinterested majority of
    the Board of Directors so directs or cannot be obtained, by
    independent legal counsel in a written opinion, or (iii) by the
    shareholders, that indemnification of the director or officer is
    not proper in the circumstances because he has not met the
    applicable standard of conduct set forth in Sections (a) and (b)
    of this Article NINTH.

      (e)  Advances of Costs, Charges and Expenses.  Costs, charges
    and expenses (including attorney's fees) incurred by a person
    referred to in Sections (a) or (b) of this Article NINTH in
    defending a civil or criminal action, suit or proceeding may be
    paid by the Corporation in advance of the final disposition of 
    such action, suit or proceeding; provided, however, that the
    payment of such costs, charges and expenses incurred by a
    director or officer in his capacity as a director or officer
    (and not in any other capacity in which service was or is
    rendered by such person while a director or officer) in advance
    of the final disposition of such action, suit or proceeding
    shall be made only upon receipt of an undertaking by or on
    behalf of the director or officer to repay all amounts so
    advanced in the event that it shall ultimately be determined
    that such director or officer is not entitled to be indemnified
    by the Corporation as authorized in this Article, accompanied by
    evidence satisfactory to the Board of Directors of ability to
    make such repayment.  Such costs, charges and expenses incurred
    by other employees and agents may be so paid upon such terms and
    conditions, if any, as the majority of the Directors deems
    appropriate.  The majority of the Directors may, in the manner
    set forth above, and upon approval of such director, officer,
    employee or agent of the Corporation, authorize the
    Corporation's counsel to represent such person, in any action,
    suit or proceeding, whether or not the Corporation is a party to
    such action, suit or proceeding.

      (f)  Procedure for Indemnification.  Any indemnification under
    Sections (a), (b) and (c), or advance of costs, charges and
    expenses under Section (e) of this Article NINTH, shall be made
    promptly, and in any event within 60 days, upon the written
    request of the director or officer.  The right to
    indemnification or advances as granted by this Article shall be
    enforceable by the director or officer in any court of competent
    jurisdiction if the Corporation denies such request, in whole or
    in part, or if no dispo- sition thereof is made within 60 days. 
    Such person's costs and expenses incurred in connection with
    successfully establishing his right to indemnification, in whole
    or in part, in any such action shall also be indemnified by the
    Corporation. It shall be a defense to any such action (other
    than an action brought to enforce a claim for the advance of
    costs, charges and expenses under Section (e) of this Article
    NINTH where the required undertaking, if any, has been received
    by the Corporation) that the claimant has not met the standard
    of conduct set forth in Sections (a) or (b) of this Article
    NINTH, but the burden of proving such defense shall be on the
    Corporation.  Neither the failure of the Corporation (including
    its Board of Directors, its independent legal counsel and its
    shareholders) to have made a determination prior to the
    commencement of such action that indemnification of the claimant
    is proper in the circumstances because he has met the applicable
    standard of conduct set forth in Sections (a) or (b) of this
    Article NINTH, nor the fact that there has been an actual
    determination by the Corporation (including its Board of
    Directors, its independent legal counsel and its shareholders)
    that the claimant has not met such applicable standard of
    conduct, shall be a defense to the action or create a
    presumption that the claimant has not met the applicable
    standard of conduct.

      (g)  Settlement.  If in any action, suit or proceeding,
    including any appeal, within the scope of Sections (a) or (b) of
    this Article NINTH, the person to be indemnified shall have
    unreasonably failed to enter into a settlement thereof, then,
    notwithstanding any other provision hereof, the indemnification
    obligation of the Corporation to such person in connection with
    such action, suit or proceeding shall not exceed the total of
    the amount at which settlement could have been made and the
    expenses by such person prior to the time such settlement could
    reasonably have been effected.

      (h)  Other Rights; Continuation of Right to Indemnifica- tion. 
    The indemnification provided by this Article shall not be deemed
    exclusive of any other rights to which any director, officer,
    employee or agent seeking indemnification may be entitled under
    any law (common or statutory), agreement, vote of shareholders
    or disinterested directors or otherwise, both as to action in
    his official capacity and as to action in another capacity while
    holding office or while employed by or acting as agent for the
    Corporation, and shall continue as to a person who has ceased to
    be a director, officer, employee or agent, and shall inure to
    the benefit of the estate, heirs, executors and administrators
    of such person.  All rights to indemnification under this
    Article shall be deemed to be a contract between the Corporation
    and each director or officer of the Corporation who serves or
    served in such capacity at any time while this Article NINTH is
    in effect.  Any repeal or modification of this Article NINTH or
    any repeal or modification of relevant provisions of the General
    Corporation Law of Nevada or any other applicable laws shall not
    in any way diminish any rights to indemnification of such
    director, officer, employee or agent or the obligations of the
    Corporation arising hereunder.  This Article NINTH shall be
    binding upon any successor corporation to this Corporation,
    whether by way of acquisition, merger, consolidation or
    otherwise.

      (i)   Exceptions to Indemnification Right.  Notwithstanding any
    other language in this Charter, the Corporation shall not be
    obligated pursuant to the terms of this Charter:

            (1)  Claims Initiated by Indemnitee.  To indemnify or
    advance expenses to any person with respect to proceedings or
    claims initiated or brought voluntarily by him or her and not by
    way of defense, expect with respect to proceedings brought to
    establish or enforce a right to indemnification under this
    Charter or any other statue or law or otherwise as required
    under the General Corporation Law of Nevada, but such
    indemnification or advancement of expenses may be provided by
    the Corporation in specific cases if the Board of Directors
    finds it to be appropriate; or

            (2)  Lack of Good Faith.  To indemnify any person for any
    expenses incurred by him or her with respect to any proceeding
    instituted by him or her to enforce or interpret this Agreement,
    if a court of competent jurisdiction determines that each of the
    material assertions made by him or her in such proceeding was
    not made in good faith or was frivolous;

            (3)  Insured Claims.  To indemnify any person for expenses
    or liabilities of any type whatsoever (including, but not
    limited to, judgments, fines, ERISA excise taxes or penalties, 
    and amounts paid in settlement) which have been paid directly to
    him or her by an insurance carrier under a policy of officers'
    and directors' liability insurance maintained by the Corporation.

            (4)  Claims Under Section 16(b).  To indemnify any person
    for expenses or the payment of profits arising from the purchase
    and sale by him or her of securities in violation of Section
    16(b) of the Securities Exchange Act of 1934, as amended, or any
    similar or successor statute.

      (j)  Insurance.  The Corporation may purchase and maintain
    insurance on behalf of any person who is or was or has agreed to
    become a director, officer, employee or agent of the
    Corporation, or is or was serving at the request of the
    Corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other
    enterprise against any liability asserted against him and
    incurred by him or on his behalf in any such capacity, or
    arising out of his status as such, whether or not the
    Corporation would have the power to indemnify him against such
    liability under the provisions of this Article NINTH; provided,
    however, that such insurance is available on acceptable terms,
    which deter- mination shall be made by a vote of a majority of
    the Directors.  

      (k)  Savings Clause.  If this Article NINTH or any portion
    hereof shall be invalidated on any ground by any court of
    competent jurisdiction, then the Corporation (i) shall
    nevertheless indemnify each director and officer of the
    Corporation and (ii) may nevertheless indemnify each employee
    and agent of the Corporation, as to any cost, charge and expense
    (including attorney's fees), judgment, fine and amount paid in
    settlement with respect to any action, suit or proceeding,
    whether civil, criminal, administrative or investigative,
    including an action by or in the right of the Corporation, to
    the full extent permitted by any applicable portion of this
    Article NINTH that shall not have been invalidated and to the
    full extent permitted by applicable law.

      (l)  Amendment.  No amendment, termination or repeal of this
    Article NINTH shall affect or impair in any way the rights of
    any director or officer of the Corporation to indemnification
    under the provisions hereof with respect to any action, suit or
    proceeding arising out of, or relating to, any actions,
    transactions or facts occurring prior to the final adoption of
    such amendment, termination or appeal.

      (m)  Subsequent Legislation.  If the General Corporation Law of
    Nevada is amended after adoption of this Charter to further
    expand the indemnification permitted to directors, officers,
    employees or agents of the Corporation, then the Corporation
    shall indemnify such persons to the fullest extent permitted by
    the General Corporation Law of Nevada, as so amended.

      (n)  Restriction.  Notwithstanding any other provision hereof
    whatsoever, no person shall be indemnified under this Article
    NINTH who is adjudged liable for (i) a breach of duty to the
    Corporation or its shareholders that resulted in personal
    enrichment to which he was not legally entitled, (ii)
    intentional fraud or dishonesty or illegal conduct, or (iii) for
    any other cause prohibited by applicable state or federal law,
    unless a court determines otherwise.

                {EXCLUSION OF DIRECTOR LIABILITY}

      TENTH.   As authorized by Section 78.037(1) of the General
    Corporation Law of Nevada, no director or officer of the
    Corporation shall be personally liable to the Corporation or any
    shareholder thereof for monetary damages for breach of his 
    fiduciary duty as a director or officer, except for liability
    for (a) any acts or omissions which involve intentional
    misconduct, fraud or a knowing violation of law, or (b) any
    payment of dividends in violation of Section 78.300 of the
    General Corporation Law of Nevada, as it now exists or may
    hereafter be amended. This Article TENTH shall apply to a person
    who has ceased to be a director or officer of the Corporation
    with respect to any breach of fiduciary duty which occurred when
    such person was serving as a director or officer.  This Article
    TENTH shall not be construed to limit or modify in any way any
    director's or officer's right to indemnification or other right
    whatsoever under this Charter, the Corporation's Bylaws or the
    General Corporation Law of Nevada.

      If the General Corporation Law of Nevada hereafter is amended to
    authorize the further elimination or limitation of the liability
    of directors or officers generally, then the liability of the
    Corporation's directors and officers, in addition to the
    limitation on personal liability provided herein, shall be
    limited to the fullest extent permitted by the General
    Corporation Law of Nevada as so amended.  Any repeal or
    modification of this Article TENTH by the shareholders shall be
    prospective only and shall not adversely affect any limitation
    on the personal liability of any director or officer existing at
    the time of such repeal or modification.

                           {AMENDMENT}

      ELEVENTH.   The Corporation reserves the right to amend,
    restate or repeal any provision contained in this Charter, in
    the manner now or hereafter prescribed by statute, and all
    rights conferred on shareholders are granted subject to this
    reservation. 

        {INAPPLICABILITY OF CONTROL SHARE ACQUISITION STATUTE}

      TWELFTH.    The Corporation expressly elects not to be governed
    by Sections 78.378 through 78.3793 of the General Corporation
    Law of Nevada (concerning acquisitions of controlling interest 
    in corporations), as it now exists or may hereafter be amended,
    or any successor statute. The affirmative vote of at least a
    majority of the total voting power shall be required to amend,
    repeal or adopt any provision inconsistent with this Article
    THIRTEENTH.  IN WITNESS WHEREOF, the undersigned, being the
    Incorporator named above, for the purpose of forming a
    corporation pursuant to the General Corporation Law of Nevada,
    does hereby make and file this Certificate of Incorporation for
    RENEGADE VENTURE (NEV.) CORPORATION.

DATED: September 2, 1997 

                           INCORPORATOR:


                              /s/ John D. Brasher Jr.        
                           X...........................
                              John D. Brasher Jr.




Exhibit 3.2 to Form 8-K dated September 22, 1997



                               BYLAWS
                                 of
                  RENEGADE VENTURE (NEV.) CORPORATION
                      (A Nevada Corporation)
      
                             ARTICLE I
                              General

      1.01  Applicability.  These Bylaws provide rules for conducting
    the business of this corporation (the "Company").  Every
    shareholder and person who subsequently becomes a shareholder,
    the Board of Directors, Committees and Officers of the Company 
    shall comply with these Bylaws, as amended from time to time. 
    All bylaws and resolutions heretofore adopted by the Board of
    Directors are hereby repealed, to the extent in conflict with
    the provisions of these Bylaws.

      1.02  Offices.  The principal office of the Company shall be
    selected by the Board of Directors from time to time and may be
    within or without the State of Nevada. The Company may have such
    other offices, within or without the State of Nevada, as the
    Board of Directors may, from time to time, determine. The
    registered office of the Company required by the General
    Corporation Law of Nevada to be maintained in Nevada may be, but
    need not be, identical with the principal office if in Nevada,
    and the address of the registered office may be changed from
    time to time by the Board of Directors.

      1.03  Definition of Terms. Terms defined in the Company's
    Certificate of Incorporation, as amended and restated from time
    to time (the "Charter"), shall have the same meanings when used
    in these Bylaws.

                             ARTICLE II
                         Stock Certificates

      2.01  Stock Certificates.  The shares of the Company's capital
    stock shall be represented by consecutively numbered
    certificates signed by the President or a Vice President and the
    Secretary or Assistant Secretary of the Company, and sealed with
    the seal of the Company, or a facsimile thereof.  If
    certificates are signed by a transfer agent and registrar other
    than the Company or an employee thereof, the signatures of the
    officers of the Company may be facsimile.  In case any officer
    who has signed (by real or facsimile signature) a certificate
    shall have ceased to hold such office before the certificate is
    issued, it may be issued by the Company with the same effect as 
    if he continued to hold such office on the date of issue. Each
    certificate representing shares shall state upon the face
    thereof:  (i) that the Company is organized under the laws of
    the State of Nevada; (ii)  the name of the person to whom
    issued; (iii)  the number, class and series (if any) of shares
    which such certificate represents; and (iv)  the par value, if
    any, of the shares represented by such certificate, or a
    statement that the shares have no par value.

      If any class or series of shares is subject to special powers,
    designations, preferences or relative, participating or other
    special rights, then such (together with all qualifications,
    limitations or restrictions of such preferences or rights) shall
    be set forth in full or summarized on the certificate
    representing such class or series.  Moreover, each certificate
    shall state that the Company will furnish, without charge, to
    the registered holder of the shares represented by such
    certificate who so requests a statement setting forth such
    information in full.

      Each certificate also shall set forth restrictions upon
    transfer, if any, or a reference thereto, as shall be adopted by
    the Board of Directors or by the shareholders, or as may be
    contained in this Article II. Any shares issued without
    registration under the Securities Act of 1933, as amended
    ("Act"), shall bear a legend restricting transfer unless such
    shares are registered under such act or an exemption from
    registration is available for a proposed transfer.

      2.02  Consideration for Shares.  Shares of the Company shall be
    issued, and treasury shares may be disposed of, for such
    consideration or considerations as shall be fixed from time to
    time by the Board of Directors. No shares shall be issued for
    less than the par value thereof.  The consideration for the
    issuance of shares may be paid, in whole or in part, in money,
    in other property, tangible or intangible, or in labor or
    services actually performed for the Company, or as permitted in
    the Charter.

      2.03  Lost Certificates.  The Board of Directors may direct a
    new certificate or certificates to be issued in place of any
    certificate or certificates theretofore issued by the Company
    alleged to have been lost or destroyed, upon the making of an
    affidavit of that fact by the person claiming the certificate of
    stock to be lost, and the Board of Directors when authorizing
    such issue of a new certificate or certificates may in its
    discretion, and as a condition precedent to the issuance
    thereof, require the owner of such lost or destroyed certificate
    or certificates or his legal representative to advertise the
    same in such manner as it shall require, and/or furnish to the
    Company a bond in such sum as it may direct, as indemnity
    against any claim that may be made against the Company.  Except
    as hereinabove in this section provided, no new certificate or
    certificates evidencing shares of stock shall be issued unless
    and until the old certificate or certificates, in lieu of which
    the new certificate or certificates are issued, shall be
    surrendered for cancellation.

      2.04  Registered Holder as Owner.  The Company shall be
    entitled to treat the registered holder of any shares of the
    Company as the owner of such shares, and shall not be bound to
    recognize any equitable or other claim to, or interest in, such
    shares or rights deriving from such shares, unless and until
    such purchaser, assignee, transferee or other person becomes the
    registered holder of such shares, whether or not the Company
    shall have either actual or constructive notice of the interests
    of such purchaser, assignee, or transferee or other person.  The
    purchaser, assignee, or transferee of any of the shares of the
    Company shall not be entitled: to receive notice of the meetings
    of the shareholders; to vote at such meetings; to examine a list
    of the shareholders; to be paid dividends or other sums payable
    to shareholders; or to own, enjoy and exercise any other
    property or rights deriving from such shares against the
    Company, until such purchaser, assignee, or transferee has
    become the registered holder of such shares.

      2.05  Reversions.  Cash, property or share dividends, shares
    issuable to shareholders in connection with a reclassification
    of stock, and the redemption price of redeemed shares, which are
    not claimed by the shareholders entitled thereto within TWO
    years after the dividend or redemption price became payable or
    the shares became issuable, despite reasonable efforts by the
    Company to pay the dividend or redemption price or deliver the
    certificate(s) for the shares to such shareholders within such
    time shall, at the expiration of such time, revert in full
    ownership to the Company, and the Company's obligation to pay
    any such dividend or redemption price or issue such shares, as
    the case may be, shall thereupon cease; provided, that the Board
    of Directors may at any time and for any reason satisfactory to
    it, but need not, authorize (i) payment of the amount of cash or
    property dividend or (ii) issuance of any shares, ownership of
    which has reverted to the Company pursuant to this Section of
    Article II, to the person or entity who or which would be
    entitled thereto had such reversion not occurred.

      2.06  Returned Certificates.  All certificates for shares
    changed or returned to the Company for transfer shall be marked
    by the Secretary "CANCELLED," with the date of cancellation, and
    the transaction shall be immediately recorded in the certificate
    book opposite the memorandum of their issue.  The returned
    certificate may be inserted in the certificate book.

      2.07  Transfer of Shares.  Upon surrender to the Company or to
    a transfer agent of the Company of a certificate of stock
    endorsed or accompanied by proper evidence of succession,
    assignment or authority to transfer, and such documentary stamps
    as may be required by law, it shall be the duty of the Company
    to issue a new certificate, upon payment by the transferee of
    such nominal charge therefor as the Company or its transfer
    agent may impose.  Each such transfer of stock shall be entered
    on the stock book of the Company. Respecting any securities
    issued in reliance upon Rule 903 of Regulation S under the Act
    at any time when the Company is not a "reporting issuer" as
    defined in Rule 902 of Regulation S, no transfer of such
    securities shall be registered unless made in accordance with
    the provisions of Regulation S.

      2.08  Transfer Agent.  The Board of Directors shall have power
    to appoint one or more transfer agents and registrars for the
    transfer and registration of certificates of stock of any class, 
    and may require that stock certificates shall be countersigned
    and registered by one or more of such transfer agents and
    registrars.  Any powers or duties with respect to the transfer
    and registration of certificates may be delegated to the
    transfer agent and registrar.

                             ARTICLE III
                    Meetings of the Shareholders
  
      3.01  Annual Meeting.  The annual meeting of the shareholders
    shall be held between the 90th and 180th day after the tax year
    end, at such date and time and at such place, within or without
    the State of Nevada, as is designated from time to time by the
    Board of Directors and stated in the notice of the meeting. At
    each annual meeting the shareholders shall elect a Board of
    Directors in accordance with the Charter and shall transact such
    other business as may properly be brought before the meeting.

      3.02  Special Meetings.  Unless otherwise proscribed by law,
    the Charter or these Bylaws, special meetings of the
    shareholders may be called by the Chairman of the Board, the
    President, or a majority of the Board of Directors, or by
    persons who as of the date of calling the meeting are the
    holders of not less than ten percent (10%) of the total voting
    power. Requests for special meetings shall state the purpose or
    purposes of the proposed meeting.

      3.03  Notice of Meetings.  Except as otherwise provided by law,
    the Charter or these Bylaws, written notice of any annual or
    special meeting of the shareholders shall state the place, date,
    and time thereof and, in the case of a special meeting, the
    purpose or purposes for which the meeting is called, shall be
    given to each shareholder of record entitled to vote at such
    meeting not fewer than 10 nor more than 60 days prior to the
    meeting by any means permitted in Article IX hereof. No business
    other than that specified in the notice of a special meeting
    shall be transacted at any such special meeting.

      3.04  Record Date.  In order that the Company may determine
    shareholders of record who are entitled (i) to notice of or to
    vote at any shareholders meeting or adjournment thereof, (ii) to
    express written consent to corporate action in lieu of a
    meeting, (iii) to receive payment of any dividend or other
    distribution, or (iv) to allotment of any rights or to exercise
    any rights in respect of any change, conversion or exchange of
    stock, or in order that the Company may make a determination of
    shareholders of record for any other lawful purpose, the Board
    of Directors may fix in advance a date as the record date for
    any such determination. Such date shall not be more than 60
    days, and in case of a meeting of shareholders, not less than 10
    days prior to the date on which the particular action, requiring
    such determination of shareholders, is to be taken, and in no
    event may the record date precede the date upon which the
    Directors adopt a resolution fixing the record date.

      If no record date is fixed for the determination of
    shareholders entitled to notice of or to vote at a meeting of
    shareholders, or shareholders entitled to receive payment of a
    dividend, the date on which notice of the meeting is given (as
    defined in Article IX hereof) or the date on which the
    resolution of the Board of Directors declaring such dividend is
    adopted, as the case may be, shall be the record date for such
    determination of the 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 Board of Directors
    fixes a new record date for the adjournment

      3.05  Voting List.  At least 10 days but nor more than 60 days
    before any meeting of shareholders, the officer or transfer
    agent in charge of the Company's stock transfer books shall
    prepare a complete alphabetical list of the shareholders
    entitled to vote at such meeting, which list shows the address
    of each shareholder and the number of shares registered in his
    or her name. The list so prepared shall be maintained at the
    corporate offices of the Company and shall be open to inspection
    by any shareholder, for any purpose germane to the meeting, at
    any time during usual business hours during a period of no fewer
    than 10 days prior to the meeting. The list shall also be
    produced and kept open at any shareholders meeting and, except
    as otherwise provided by law, may be inspected by any
    shareholder or proxy of a shareholder who is present in person
    at the meeting. The original stock transfer books shall be prima
    facie evidence as to who are the shareholders entitled to
    examine the list of shareholders and to vote at any meeting of
    shareholders.

      3.06  Quorum; Adjournments.  (a) The holders of a majority of
    the total voting power at any shareholders meeting present in
    person or by proxy shall be necessary to and shall constitute a
    quorum for the transaction of business at all shareholders
    meetings, except as otherwise provided by law or by the Articles.

      (b)  If a quorum is not present in person or by proxy at any
    shareholders meeting, a majority of the voting shares present or
    represented shall have the power to adjourn the meeting from
    time to time to the same or another place within 30 days thereof
    and no further notice of such adjourned meeting need be given if
    the time and place thereof are announced at the meeting at which
    the adjournment is taken.

      (c)  Even if a quorum is present in person or by proxy at any
    shareholders meeting, a majority of the voting shares present or
    represented shall have the power to adjourn the meeting from
    time to time, for good cause, without notice of the adjourned
    meeting if the time and place thereof are announced at the  
    meeting at which the adjournment is taken, until a new date
    which is not more than 30 days after the date of the original
    meeting.

      (d)  Any business which might have been transacted at a
    shareholders meeting as originally called may be transacted at
    any meeting held after adjournment as provided in this Section
    3.06 at which reconvened meeting a quorum is present in person
    or by proxy. Anything in paragraph (b) of this Section to the
    contrary notwithstanding, if an adjournment is for more than 30
    days, or if after an adjournment a new record date is fixed for
    the adjourned meeting, notice of the adjourned meeting shall be
    given to each shareholder of record entitled to vote thereat.

      (e)  The shareholders present at a duly called meeting may
    continue to transact business until adjournment, notwithstanding
    the withdrawal of enough shareholders to leave less than a
    quorum.

      3.07  Proxies.  At all meetings of shareholders, a shareholder
    may vote by proxy, executed in writing by the shareholder or by
    his duly authorized attorney in fact. Any proxyholder shall be
    authorized to sign, on the shareholder's behalf, any written
    consent for shareholder action taken in lieu of a meeting.  Such
    proxy shall be filed with the Secretary of the Company before or
    at the time of the meeting.  No proxy shall be valid after the
    expiration of six (6) months from the date of its execution,
    unless coupled with an interest, or unless the person executing
    it specifies therein the length of time for which it is to
    continue in force, which in no case shall exceed three (3) years
    from the date of its execution.

      3.08  Voting of Shares.  At any shareholders meeting every
    shareholder having the right to vote shall be entitled to vote
    in person or by proxy. Except as otherwise provided by law, by
    the Articles or in the Board resolution authorizing the issuance
    of shares, each shareholder of record shall be entitled to one
    vote (on each matter submitted to a vote) for each share of
    capital stock registered in his, her or its name on the
    Company's books. Except as otherwise provided by law or by the
    Articles, all matters submitted to the shareholders for approval
    shall be determined by a majority of the votes cast (not
    counting abstentions) at a legal meeting commenced with a quorum.

      3.09  Voting of Shares by Certain Holders.  Neither treasury
    shares, nor shares of its own stock held by the Company in a
    fiduciary capacity, nor shares held by another corporation if
    the majority of the shares entitled to vote for the election of
    directors of such other corporation is held by the Company,
    shall be voted at any meeting or counted in determining the
    total number of outstanding shares at any given time.

      Shares standing in the name of another corporation, domestic or
    foreign, may be voted by such officer, agent, or proxy as the
    bylaws of such corporation may prescribe, or, in the absence of
    such provision, as the board of directors of such corporation
    may determine.

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

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

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

      3.10  Chairman.  The Chairman of the Board of Directors of the
    Company, if there is one, or in his absence, the President,
    shall act as chairman at all meetings of shareholders.

      3.11  Manner of Shareholder Voting.  Voting at any
    shareholders' meeting shall be oral or by show of hands;
    provided, however, that voting shall be by written ballot if
    such demand is made by any shareholder present in person or by
    proxy and entitled to vote.

      3.12  Informal Action by Shareholders; Record Date.  Any action
    required or permitted to be taken at a meeting of the
    shareholders may be taken without a meeting, without prior
    notice and without a vote, if a consent in writing, setting
    forth the action so taken, shall be signed by shareholders
    holding at least a majority of the voting power, except that if
    a different proportion of voting power is required for such an
    action at a meeting, then that proportion of written consents is
    required. Such a consent must be filed with the minutes of the
    proceedings of shareholders and shall have the same force and
    effect as a vote of the shareholders, and may be stated as such
    in any document filed with the Secretary of State of Nevada
    under the General Corporation Law of Nevada.  Written notice of
    such action shall be given to all shareholders who have not
    consented in writing to the action taken. The record date for
    determining shareholders entitled to consent to corporate
    actions in writing without a meeting (the "consent record date")
    shall not precede, and shall not be more than ten (10) days
    after, the date upon which the resolution fixing the record date
    was adopted. However, if no consent record date is fixed, the
    consent record date shall be, respectively, (i) if prior action
    by the Board of Directors is required under the General
    Corporation Law of Nevada for the consent to be validly taken,
    the close of business on the day on which the Board of Directors
    adopts the resolution taking such prior action; and (ii) if
    prior action by the Board of Directors is not required, the
    first date on which a properly signed and dated consent setting
    forth the action taken or proposed to be taken is delivered as
    required above.

      3.13  Presiding Officers; Order of Business.  (a) Shareholders
    meetings shall be presided over by the Chairman of the Board; or
    if the Chairman (and Vice Chairman) is not present, by the
    President; or if the President is not present, by a Vice
    President; or if a Vice President is not present, by such person
    chosen by the Board of Directors; or if none, by a chairperson
    to be chosen at the meeting by shareholders present in person or
    by proxy who own a majority of the voting power present. The
    Secretary of a shareholders meeting shall be the Secretary of
    the Company; or if the Secretary is not present, an Assistant
    Secretary; or if an Assistant Secretary is not present, such
    person as may be chosen by the Board of Directors; or if none,
    by such person who is chosen by the chairperson at the meeting.

      (b)  The following order of business, unless otherwise ordered
    at the shareholders meeting by the chairperson thereof, shall be
    observed as far as practicable and consistent with the purposes
    of the meeting:

       1.   Calling of the shareholders' meeting to order.

       2.   Presentation of proof of mailing of the notice of the
            meeting and, if a special meeting, the call thereof.

       3.   Presentation of proxies.

       4.   Determination and announcement that a quorum is present.

       5.   Reading and approval (or waiver thereof) of the minutes of
            the previous meeting of shareholders.

       6.   Reports, if any, of officers.

       7.   Election of directors, if the meeting is an annual meeting
            or a meeting called for such purpose.

       8.   Consideration of the specific purpose or purposes for
            which the meeting has been called, other than election of
            directors.

       9.   Transaction of such other business as may properly come
            before the meeting.

       10.  Adjournment.

      3.14  Annual Report.  The President of the Company shall
    prepare an annual report which will set forth a statement of
    affairs of the Company as of the end of its last fiscal year,
    including a balance sheet, an income statement and a statement
    of changes in financial position, which need not be audited, and
    present them at the annual meeting of shareholders.  Failure to
    prepare or present an annual report shall not affect the
    validity of any shareholder meeting.  No such report need be
    prepared or presented for any fiscal year in which the Company
    was inactive. This Section shall not apply as to any fiscal year
    if the Company (i) was at the year end subject to the reporting
    requirements of Section 13 or 15(d) of the Securities Exchange
    Act of 1934, and subsequently furnishes to the shareholders an
    annual report or report on Form 10-K under such Act covering
    such fiscal year, or (ii) furnishes to shareholders an
    Information Statement which conforms to the requirements of Rule
    15c2-11 of the Securities and Exchange Commission.

                             ARTICLE IV
                     Directors, Powers and Meetings


      4.01  General Powers.  All corporate powers shall be exercised,
    and the Company's business and affairs shall be managed, by or
    under the authority of its Board of Directors, except as
    otherwise provided in the General Corporation Law of Nevada or
    the Charter.

      4.02  Number, Tenure and Qualifications.  The Company's Board
    of Directors shall consist of not less than one (1) and not more
    than seven (7) Directors, as resolved from time to time by the
    Board of Directors.  If such number is not so fixed, the Company
    shall have one Director. Directors shall be elected at each
    annual meeting of shareholders, except as otherwise provided
    below.  Each Director shall hold office until the next annual
    meeting of shareholders and thereafter until his successor shall
    have been elected and duly qualified. Directors need not be
    residents of Nevada or shareholders of the Company. Directors
    shall be elected by plurality vote. At least one-fourth in
    number of the Directors must be elected annually. No decrease in
    the number of Directors shall shorten the term of any incumbent
    Director.

      4.03  Vacancies; Resignation.  (a)  Any vacancy occurring in
    the Board of Directors, except resulting from an increase in the
    number of directors, may be filled by the affirmative vote of a
    majority of the remaining Directors, though less than a quorum,
    or by a sole remaining Director. A Director elected to fill a
    vacancy shall be elected for the unexpired term of his
    predecessor in office.  Any directorship to be filled by reason
    of an increase in the number of Directors shall be filled by the
    affirmative vote of a majority of the entire board or by a
    majority of the total voting power at any annual meeting or at a
    special meeting of shareholders called for that purpose, or by
    means of written shareholder consents taken in lieu of a
    meeting. Every director chosen to fill a vacancy as provided in
    this Section shall hold office until the next annual meeting of
    shareholders or until his successor has been elected and
    qualified.

      (b)  Any Director may resign at any time by giving written
    notice to the Board, the Chairman of the Board, the President or
    the Secretary of the Company. Unless otherwise specified in such
    written notice, a resignation shall take effect upon delivery to
    the Board or the designated officer. A resignation need not be
    accepted in order for it to be effective.

      4.04  Removal of Directors.  Any Director may be removed only
    by the shareholders in the manner provided in the Company's
    Charter and, if no such provision appears therein, then as
    provided by law. Such action may be taken at any special meeting
    called for that purpose or by means of written shareholder
    consents. In case any vacancy so created shall not be filled by
    the shareholders at such meeting or in the written consent
    effecting removal, such vacancy may be filled by a majority of
    the Board of Directors.

      4.05  Place of Meetings. The Board of Directors may hold both
    regular and special meetings either within or without the State
    of Nevada, at such place as the Board of Directors from time to
    time deems advisable.

      4.06  Regular Meetings.  A regular meeting of the Board of
    Directors shall be held without other notice than these Bylaws
    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 for the holding of additional regular
    meetings without other notice than such resolution; provided,
    that any Director not present when any such resolution is passed
    is given notice of the resolution.

      4.07  Special Meetings.  A special meeting of the Board of
    Directors shall be held without other notice than these Bylaws
    immediately after and at the same place as every special meeting
    of shareholders. Special meetings of the Board of Directors also
    may be called by or at the request of the Chairman of the Board,
    the President, or any two Directors upon two days' notice to
    each director if such notice is delivered personally or sent by
    telegram, or upon five days' notice if sent by mail.

      4.08  Telephonic Meetings.  One or more members of the Board of
    Directors or any committee designated by the Board may
    participate in a meeting of the Board of Directors or committee
    by means of conference telephone or similar communications
    equipment by which all persons participating in the meeting can
    hear one another at the same time.  Such participation shall
    constitute presence in person at the meeting.  All participants
    in any meeting of Directors, by virtue of their participation
    and without further action on their part, shall be deemed to
    have consented to the recording of such meeting by electronic
    device or otherwise, and to the making of a written transcript
    thereof, in order that minutes thereof shall be available for
    the Company's records.

      4.09  Notice.  Except as otherwise provided above, notice of
    the time, date and place, of every special meeting of Directors 
    or any committee thereof shall be given. Any Director may waive
    notice of any meeting.  The attendance of a Director at a
    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.

      4.10  Quorum; Adjournments.  A majority of the number of
    directors then in office, present in person or by means of
    conference telephone or similar equipment, shall constitute a
    quorum for the transaction of business at every Board meeting,
    and the act of the majority of the Directors present at a
    meeting at which a quorum is present shall be the act of the
    Board of Directors, except as may otherwise specifically be
    provided by law, the Charter or these Bylaws. If a quorum is not
    present at any Board meeting, the directors present may adjourn
    the meeting, from time to time, without notice other than
    announcement of the meeting, until a quorum is present.

      4.11  Compensation.  Directors shall be entitled to such
    compensation for their services as directors as from time to
    time may be fixed by the Board and shall be entitled to
    reimbursement of all reasonable expenses incurred by them in
    attending Board meetings. A director may waive compensation for
    any Board meeting. No director who receives compensation as a
    director shall be barred from serving the Company in any other
    capacity or from receiving compensation and reimbursement of
    reasonable expenses for any or all such other services.

      4.12  Presumption of Assent.  A Director of the Company who is
    present at a meeting of the Board of Directors at which action
    on any corporate matter is taken shall be presumed to have
    assented to the action taken unless his dissent shall be entered
    in the minutes of the meeting or unless he shall file his
    written dissent to such action with the person acting as the
    Secretary of the meeting before the adjournment thereof, or
    shall forward such dissent by registered or certified mail,
    first class, postage prepaid, to the Secretary of the Company,
    provided such mailing is postmarked within ten calendar days
    after the adjournment of the meeting.  Such right to dissent
    shall not apply to a Director who voted in favor of such action.

      4.13  Action by Directors Without Meeting.  Any action required
    to be taken at a meeting of the Directors of the Company or of a
    committee of Directors or any action which may be taken at such
    a meeting, may be taken without a meeting if a consent in
    writing, setting forth the action so taken, shall be signed by
    all of the Directors entitled to vote with respect to the
    subject matter thereof.  A consent shall be sufficient for this
    Section if it is executed in counterparts, in which event all of
    such counterparts, when taken together, shall constitute one and
    the same consent.

      4.14  Bank Accounts, etc.  Anything herein to the contrary
    notwithstanding, the Board of Directors may, except as may
    otherwise be required by law, authorize any officer or officers,
    agent or agents, in the name of and on behalf of the Company, to
    sign checks, drafts, or other orders for the payment of money or
    notes or other evidences of indebtedness, to endorse for
    deposit, deposit to the credit of the Company at any bank or
    trust company or banking institution in which the Company may
    maintain an account or to cash checks, notes, drafts, or other
    bankable securities or instruments, and such authority may be
    general or confined to specific instances, as the Board of
    Directors may elect.

      4.15  Inspection of Records.  Every Director shall have the
    absolute right at any reasonable time to inspect all books,
    records, documents of every kind, and the physical properties,
    of the Company and of its subsidiaries.  Such inspection may be
    made personally or by an agent and includes the right to make
    copies and extracts.

      4.16  Executive Committee.  (a) The Board of Directors may, by
    resolution adopted by a majority of the whole Board, appoint two
    or more of its members to constitute an Executive Committee. One
    of such directors shall be designated as Chairman of the
    Executive Committee. Each member of the Executive Committee
    shall continue as a member thereof until the expiration of his
    term as a director, or until his earlier resignation from the
    Executive Committee, in either case unless sooner removed as a
    director or member of the Executive Committee by any means
    authorized by the Charter or herein.

      (b)  The Executive Committee shall have and may exercise, to
    the extent provided in such resolution and except as prohibited
    by law, all of the rights, power and authority of the Board of
    Directors.

      (c)  The Executive Committee shall fix its own rules of
    procedure and shall meet at such times and at such place or
    places as may be provided by its rules. The Chairman of the
    Executive Committee, or in the absence of the Chairman, a member
    of the Executive Committee chosen by a majority of the members
    present, shall preside at all meetings of the Executive
    Committee, and another member thereof chosen by the Executive
    Committee shall act as Secretary. A majority of the Executive
    Committee shall constitute a quorum for the transaction of
    business, and the affirmative vote of a majority of the members
    thereof shall be required for any action of the Executive
    Committee. The Executive Committee shall keep minutes of its
    meetings and deliver such minutes to the Board of Directors.

      4.17  Other Committees.  The Board of Directors may, by
    resolution duly adopted by a majority of directors at a meeting
    at which a quorum is present, appoint an audit committee,
    compensation committee, and such other committee or committees
    as it shall deem advisable and with such limited authority as
    the Board of Directors shall from time to time determine.

      4.18  Other Provisions Regarding Committees.  (a) The Board of
    Directors shall have the power at any time to fill vacancies in,
    change the membership of, or discharge any committee. The
    members of any committee present at any meeting of a committee,
    whether or not they constitute a quorum, may appoint a director
    to act in the place of an absent member.

      (b)  Members of any committee shall be entitled to such
    compensation for their services as such as from time to time may
    be fixed by the Board of Directors and in any event shall be
    entitled to reimbursement of all reasonable expenses incurred in
    attending committee meetings. Any member of a committee may
    waive compensation for any meeting. No member of a committee who
    receives compensation as a member of one or more committees
    shall be barred from serving the Company in any other capacity
    or from receiving compensation and reimbursement of reasonable
    expenses for any or all such other services.

      (c)  Unless otherwise prohibited by law, the provisions above
    concerning action by written consent of directors and meetings
    of directors by telephonic or similar means shall apply to all
    committees from time to time created by the Board of Directors.

                               ARTICLE V
                          Officers and Agents

      5.01  Positions.  The Company's officers generally shall be
    chosen by the Board of Directors and shall consist of a Chairman
    of the Board, a President, one or more Vice Presidents if
    desired, a Secretary and a Treasurer. The Board of Directors may
    appoint one or more other officers, assistant officers and
    agents as it from time to time deems necessary or appropriate,
    who shall be chosen in such manner and hold their offices for
    such terms and have such authority and duties as from time to 
    time may be determined by the Board of Directors. The Board may
    delegate to the Chairman of the Board the authority to appoint
    any officer or agent of the Company and to fill a vacancy other
    than the Chairman of the Board or President. Any two or more
    offices may be held by the same person, except that no person
    may simultaneously hold the offices of President and Secretary
    and of President and Vice President. In all cases where the
    duties of any officer, agent or employee are not prescribed by
    these bylaws or by the Board of Directors, such officer, agent
    or employee shall follow the orders and instructions of the
    President.

      5.02  Term of Office; Removal.  Each officer of the Company
    shall hold office at the pleasure of the Board and any officer
    may be removed, with or without cause, at any time by the
    affirmative vote of a majority of the directors then in office;
    provided, that any officer appointed by the Chairman of the
    Board pursuant to authority delegated by the Board may be
    removed, with or without cause, at any time by the Chairman
    whenever the Chairman in his or her absolute discretion shall
    consider that the Company's best interests shall be served by
    such removal. Removal of an officer by the Board (or the
    Chairman, as the case may be) shall not prejudice the contract
    rights, if any, of the person so removed. Election or
    appointment of an officer or agent shall not in itself create
    contract rights.

      5.03  Vacancies.  A vacancy in any office, however occurring,
    may be filled by the Board or the Executive Committee, for the
    unexpired portion of the term by majority vote of its members,
    or by the Chairman of the Board in the case of a vacancy
    occurring in an office to which the Chairman has been delegated
    authority to make appointments.

      5.04  Compensation.  The salaries of all officers of the
    Company shall be fixed from time to time by the Board, and no
    officer shall be prevented from receiving a salary by reason of
    the fact that he also receives compensation from the Company in
    any other capacity.

      5.05  Chairman of the Board.  The Chairman of the Board
    ("Chairman"), if such officer shall be chosen by the Board of
    Directors, shall preside at all meetings of the Board of
    Directors and meetings of shareholders at which he is present
    and shall exercise general supervision and direction over the
    implementation of Board policy affecting the affairs of the
    Company. Any act which may be performed by the Chief Executive
    Officer or President may be performed by the Chairman.

      5.06  Chief Executive Officer; Chief Operating Officer.  The
    Chairman of the Board shall, unless the Board determines
    otherwise, serve as the Chief Executive Officer ("CEO") of the
    Company. If the Chairman is not designated the CEO, then the
    President shall serve as CEO. The Board may, from time to time,
    designate from among the executive officers of the Company an
    officer to serve as Chief Operating Officer ("COO") of the
    Company. If the Chairman serves as the CEO, then the President
    shall serve as COO. If the President is designated CEO, then the
    Executive Vice President (or if there is none, then the next
    most senior Vice President) shall serve as COO. A person
    designated to serve in the capacity of CEO or COO shall serve at
    the pleasure of the Board.

      A person designated Chief Executive Officer (CEO) shall have
    primary responsibility for and active charge of the management
    and supervision of the Company's business and affairs. The CEO
    may execute in the name of the Company authorized corporate
    obligations and other instruments, shall perform such other
    duties as may be prescribed by the Board (or Chairman, as the
    case may be) from time to time and, in the absence or disability
    of the President, shall exercise all of the duties and powers of
    the President. In the event that the President is not the CEO,
    then the CEO shall supervise the performance of the President
    and shall be responsible for the execution of the policies and
    directives of the Board. The CEO shall report directly to the
    Board. The CEO shall perform such other duties as may be
    assigned by the Board (or Chairman, as the case may be). The CEO
    may perform any act which might be performed by the President.

      A person designated Chief Operating Officer (COO) shall be
    responsible for the day-to-day management of the Company's
    operations, subject to the authority of the CEO. The COO shall
    report directly to the CEO of the Company and shall consult with
    the CEO on all matters of corporate policy and material business
    activities of the Company. The COO shall perform such other
    duties as may be assigned by the Board or the CEO.

      5.07  President.  The President shall have general active
    management of the business of the Company, subject to the
    authority of the Chief Executive Officer if the President is not
    designated as such, and general supervision of its officers,
    agents and employees. In the absence of the Chairman and Chief
    Executive Officer, he shall preside at all meetings of the
    shareholders and of the Board. In the absence of a designated
    Chief Executive Officer he shall see that all policies and
    directives of the Board are carried into effect.

      He shall, unless otherwise directed by the Board of Directors,
    attend in person or by substitute appointed by him, or shall
    execute in behalf of the Company written instruments appointing
    a proxy or proxies to represent the Company, at all meetings of
    the stockholders of any other company in which the Company shall
    hold any stock.  He may, on behalf of the Company, in person or
    by substitute or by proxy, execute written waivers of notice and
    consents with respect to any such meetings.  At all such
    meetings and otherwise, the President, in person or by
    substitute or proxy as aforesaid, may vote the stock so held by
    the Company and may execute written consent and other
    instruments and power incident to the ownership of said stock,
    subject however to the instructions, if any, of the Chairman or
    the Board of Directors.  The President shall have custody of the
    Treasurer's bond, if any.

      5.08 Executive Vice President.  The Executive Vice President
    shall assist the President in the discharge of supervisory,
    managerial and executive duties and functions. In the absence of
    the  President or in the event of his death, or inability or
    refusal to act, the Executive Vice President shall perform the
    duties of the President and when so acting shall have the duties
    and powers of the President. He shall perform such other duties
    as from time to time may be assigned to him by the President,
    Chairman or Board of directors.

      5.09  Vice Presidents.  The Vice Presidents, if any, shall
    assist the President and Executive Vice President and shall
    perform such duties as may be prescribed by the Board, the
    Chairman or the President. Vice Presidents in the order of their
    seniority shall, in the absence or disability of the Chairman
    and President, exercise all of the duties and powers of such
    officers. The Executive Vice President, if any, shall be the
    most senior of Vice Presidents, and the Senior Vice President,
    if any, shall be the next most senior of Vice Presidents. In
    regard to other Vice Presidents, they shall have the respective
    ranks designated by the Board of Directors, or if none has been
    so designated, as designated by the Chairman, or if none has
    been so designated by the Chairman, they shall rank in the order
    of their respective elections to such office. The execution of
    any instrument on the Company's behalf by a Vice President shall
    be conclusive evidence, as to third parties, of his authority to
    act in the stead of the President and Executive Vice President.

      5.10  Secretary.  The Secretary shall:  (i) keep the minutes of
    the proceedings of the shareholders and the Board of Directors
    and record all votes and proceedings thereof in a book kept for
    that purpose; (ii) see that all notices are duly given in
    accordance with the provisions of these Bylaws or as required by
    law; (iii) be custodian of the corporate records and of the seal
    of the Company and affix the seal to all documents when
    authorized by the Board of Directors; (iv) keep at its
    registered office or principal place of business within or
    outside Delaware a record containing the names and addresses of
    all shareholders and the number and class of shares held by
    each, unless such a record shall be kept at the office of the
    Company's transfer agent or registrar; (v) sign with the
    President, or a Vice President, certificates for shares of the
    Company, the issuance of which shall have been authorized by
    resolution of the Board of Directors; (vi) have general charge
    of the stock transfer books of the Company, unless the Company
    has a transfer agent; and (vii) 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 the
    Board of Directors. The Board of Directors may give general
    authority to officers other than the Secretary or any Assistant
    Secretary to affix the Company's seal and to attest the fixing
    thereof by his or her signature.

      5.11  Assistant Secretary. The Assistant Secretary, if any (or
    if there is more than one, the Assistant Secretaries in the
    order designated, or in the absence of any designation, in the
    order of their appointment), in the absence or disability of the
    Secretary, shall perform the duties and exercise the powers of
    the Secretary. The Assistant Secretary(ies) shall perform such
    other duties and have such other powers as from time to time may
    be prescribed by the Board, the Chairman or the Chief Executive
    Officer. The Chairman may appoint one or more Assistant
    Secretary(ies) to office.

      5.12  Treasurer.  The Treasurer shall, unless the Board
    otherwise resolves, be the principal financial officer and
    principal accounting officer of the Company and shall have the
    care and custody of all funds, securities, evidence of
    indebtedness and other valuable effects of the Company, shall
    keep full and accurate accounts of receipts and disbursements in
    books belonging to the Company and shall deposit all money and
    other valuable effects of the Company in the name and to the
    credit of the Company in such depositories as from time to time
    may be designated by the Board. The Treasurer shall disburse the
    funds of the Company in such manner as may be ordered by the
    Board from time to time and shall render to the Chairman of the
    Board, the President and the Board, at regular Board meetings or
    whenever any of them may so require, an account of all
    transactions and of the Company's financial condition.

      5.13  Assistant Treasurer.  The Assistant Treasurer, if any (or
    if there is more than one, the Assistant Treasurers in the order
    designated, or in the absence of any designation, in the order
    of their appointment), in the absence or disability of the
    Treasurer, shall perform the duties and exercise the powers of
    the Treasurer. The Assistant Treasurer(s) shall perform such
    other duties and have such other powers as from time to time may
    be prescribed by the Board, the Chairman or the Chief Executive
    Officer. The Chairman may appoint one or more Assistant
    Treasurer(s) to office.

      5.14 Resignations.  Any officer may resign at any time by
    giving written notice to the Board or to the Chairman. Such
    resignation shall take effect at the time specified therein and,
    unless specified therein, no acceptance of the resignation shall
    be required for the resignation to be effective.

      5.15 Delegation of Duties.  In the event of the absence or
    disability of any officer of the Company, or for any other
    reason the Board shall deem sufficient, the Board may
    temporarily designate the powers and duties, or particular
    powers and duties, of such officer to any other officer, or to
    any director.

      5.16  Fidelity Bonds.  The Board of Directors shall have the
    power, to the extent permitted by law, to require any officer,
    agent or employee of the Company to give bond for the faithful
    discharge of his duties in such form and with such surety or
    sureties as the Board deems advisable.

                            ARTICLE VI
                          Indemnification 

      Every Director, officer, employee and agent of the Company, and
    every person serving at the Company's request as a director,
    officer (or in a position functionally equivalent to that of
    officer or director), employee or agent of another corporation,
    partnership, joint venture, trust or other entity, shall be
    indemnified to the extent and in the manner provided by the
    Company's Charter, as it may be amended, and in the absence of
    any such provision therein, in accordance with Nevada law.

                            ARTICLE VII
        Execution of Instruments and Deposit of Corporate Funds

      7.01  Execution of Instruments Generally.  The Chairman of the
     Board, the President, any Vice President, the Secretary or the
    Treasurer, subject to the approval of the Board of Directors,may
    enter into any contract or execute and deliver any instrument in
    the name and on behalf of the Company.  The Board of Directors
    may authorize any officer or officers, or agent or agents, to
    enter into any contract or execute and deliver any instrument in
    the name and on behalf of the Company, and such authorization
    may be general or confined to specific instances.

      7.02  Borrowing.  Unless and except as authorized by the Board
    of Directors, no loans or advances shall be obtained or
    contracted for, by or on behalf of the Company, and no
    negotiable paper shall be issued in its name.  Such
    authorization may be general or confined to specific instances. 
    Any officer or agent of the Company thereunto so authorized may
    attain loans and advances for the Company and for such loans and
    advances may make, execute and deliver any promissory notes,
    bonds, or other evidences of indebtedness of the Company.  Any
    officer or agent of the Company so authorized may pledge,
    hypothecate or transfer as security for the payment of any and
    all loans, advances, indebtedness and liabilities of the
    Company, any and all stocks, bonds other securities and other
    personal property at any time held by the Company, and to that
    end may endorse, assign and deliver the same and do every act
    and thing necessary or proper in connection therewith.

      7.03  Deposits.  All funds of the Company not otherwise
    employed shall be deposited from time to time to its credit in
    such banks or trust companies or with such bankers or other
    depositaries as the Board of Directors may select, or as may be
    selected by any officer or officers or agent or agents
    authorized to do so by the Board of Directors.  Endorsements for
    deposit to the credit of the Company in any of its duly
    authorized depositaries shall be made in such manner as the
    Board of Directors from time to time may determine.

      7.04  Checks, Drafts, etc.  All checks, drafts or other orders
    for the payment of money, and all notes or other evidence of
    indebtedness issued in the name of the Company, shall be signed
    by such officer or officers or agent or agents of the Company
    and in such manner as the Board of Directors from time to time
    may determine.

      7.05  Proxies.  Proxies to vote with respect to shares of stock
    of other corporations owned by, or standing in the name of, the
    Company may be executed and delivered from time to time on
    behalf of the Company by the Chairman of the Board, the
    President or any Vice President or by any other person or
    persons thereunto authorized by the Board of Directors.         
  
                           ARTICLE VIII
                           Miscellaneous

      8.01  Declaration of Dividends.  The Board of Directors at any
    regular or special meeting may declare dividends payable,
    whenever in the exercise of its discretion it may deem such
    declaration advisable and such is permitted by law.  Such
    dividends may be paid in cash, property, or shares of the
    Company.

      8.02  Benefit Plans.  Directors shall have the power to install
    and authorize any pension, profit sharing, stock option, stock
    award or stock bonus, insurance, welfare, educational, bonus,
    health and accident or other benefit program which the Board
    deems to be in the interest of the Company, at the expense of
    the Company, and to amend or revoke any plan so adopted. Any
    such plan may adopted and have full force and effect by
    resolution of the Board of Directors, except where applicable
    laws, rules or regulations require prior approval of the
    Company's shareholders of such plan in order for the plan to be
    valid.

      8.03  Seal.  The corporate seal of the Company shall be
    circular in form and shall contain the name of the Company, the
    year incorporated and the words "Seal" and "Nevada".

      8.04  Fiscal Year.  The Board of Directors shall have the power
    to fix, and from time to time change, the fiscal year of the
    Company.  Any such adoption of or change in a fiscal year shall
    not constitute or require an amendment to these Bylaws.

      8.05  Amendment of Bylaws.  These Bylaws may be amended or
    repealed in the manner provided for in the Charter, or if none
    is there provided: by majority vote of the Board of Directors,
    taken at any meeting or by written consent, subject to the
    shareholders' right to change or repeal any Bylaws so made or
    adopt new Bylaws by vote of at least a majority of the total
    voting power.  Bylaws amendments may be proposed by any Director
    or shareholder. Any action duly taken by the Board or the
    shareholders which conflicts or is inconsistent with these
    Bylaws (as they may be amended) shall constitute an amendment of
    the Bylaws, if the action was taken by such number of directors
    or shares voting as would be sufficient for amendment of the
    Bylaws.

      8.06  Gender.  The masculine gender is used in these Bylaws as
    a matter of convenience only and shall be interpreted to include
    the feminine and neuter genders as the circumstances indicate.

      8.07  Conflicts.  In the event of any irreconcilable conflict
    between these Bylaws and either the Company's Charter or
    applicable law, the latter shall control.

      8.08  Definitions.  Except as these Bylaws otherwise
    specifically provide, all terms used in these Bylaws shall have
    the definitions given them in the Company's Charter or the
    Nevada General Corporation Law.

                              ARTICLE IX
                               Notices

      9.01  Receipt of Notices by the Company.  Notices, shareholder
    writings consenting to action, and other documents or writings
    shall be deemed to have been received by the Company when they
    are actually received: (i) at the registered office of the
    Company in Nevada; (ii) at the principal office of the Company
    (as designated in the most recent document filed by the Company
    with the Nevada Secretary of State designating a principal
    office) addressed to the attention of the Secretary of the
    Company; (iii) by the Secretary of the Company wherever the
    Secretary may be found; or (iv) by any other person authorized
    from time to time by the Board of Directors or the President to
    receive such writings, wherever such person is found.

      9.02  Giving of Notice.  Except as otherwise provided by the
    General Corporation Law of Nevada, these Bylaws, the Charter or
    resolution of the Board of Directors, every meeting notice or
    other notice, demand, bill, statement or other communication
    (collectively, "Notice") from the Company to a Director, Officer
    or shareholder shall be duly given if it is written or printed
    and is (i) sent by first class or express mail, postage prepaid,
    (ii) sent by any commercial overnight air courier service, such
    as DHL, Federal Express, Emery, Airborne, UPS or similar
    service, (iii) sent by telegraph, cablegram, telex, telecopier,
    facsimile or similar transmission, (iv) delivered by any
    commercial messenger service which regularly retains its
    receipts, or (v) personally delivered, provided a receipt is
    obtained reflecting the date of delivery.  Notice shall not be
    duly given unless all delivery or postage charges are prepaid. 
    Notice shall be given to an addressee's most recent address as
    it appears on the Company's records or to such other address as
    has been provided in writing to the Secretary.  A Notice shall
    be deemed "given" when dispatched for delivery, when personally
    delivered, when transmitted electronically, or if mailed, on the
    date postmarked.  This Section shall not have the effect of 
    shortening any notice period provided for in these Bylaws.

      9.03  Waiver of Notice.  Any Notice required or permitted by
    the General Corporation Law of Nevada, the Charter or these
    Bylaws may be waived in writing at any time by the person
    entitled to the Notice, and such waiver shall be equivalent to
    the giving of notice.  Notice of any shareholders' meeting shall
    be waived by attendance, in person or by proxy, at the meeting,
    unless any question of lack of or defect in a Notice is raised
    prior to conclusion of the meeting.  A waiver of Notice of a
    special meeting of shareholders shall state the purpose for
    which the meeting was called or the business to be transacted
    thereat.

       APPROVED AND ADOPTED by the Board of Directors as of September
    18, 1997.

                    SECRETARY'S CERTIFICATION

      I, the undersigned Secretary of this corporation, hereby
    certify that the foregoing Bylaws were duly adopted by its Board
    of Directors on the date above indicated and that the foregoing
    text of the Bylaws are currently in full force and effect and
    have not been revoked, suspended or amended since adoption
    thereof.

Dated: September 18, 1997
  
                             RENEGADE VENTURE (NEV.) CORPORATION




                                 /s/ Elisabeth Crosse           
                            By......................................
                               Secretary or Assistant Secretary

(SEAL)





Exhibit 10.1 to Form 8-K dated September 22, 1997


                   RENEGADE VENTURE (NEV.) CORPORATION

                  1997  COMPENSATORY STOCK  OPTION  PLAN


      1.    Purpose of this Plan.

      This Compensatory Stock Option Plan ("Plan") is intended as an
    employment incentive, to aid in attracting and retaining in the
    employ or service of RENEGADE VENTURE (NEV.) CORPORATION
    ("Company"), a Nevada corporation, and any Affiliated Company,
    persons of experience and ability and whose services are
    considered valuable, to encourage the sense of proprietorship in
    such persons, and to stimulate the active interest of such
    persons in the development and success of the Company. This Plan
    provides for the issuance of non-statutory stock options ("CSOs" 
    or "Options") which are not intended to qualify as "incentive
    stock options" within the meaning of Section 422 of the Internal
    Revenue Code of 1986, as amended ("Code"). Certain other terms
    also are defined in Paragraph 17 and elsewhere of this Plan.

      2.    Administration of this Plan.

      The Company's Board of Directors ("Board") may appoint and
    maintain as administrator of this Plan the Compensation
    Committee ("Committee") of the Board which shall consist of at
    least two members of the Board who are Non-Employee Directors as
    defined in Rule 16b-3 under the Securities Exchange Act of 1934,
    as amended ("Exchange Act"). At any time that the Committee is
    not duly constituted, the Board itself shall have and fulfill
    the duties herein allocated to the Committee. The Committee
    shall have full power and authority to designate Plan
    participants, to determine the provisions and terms of
    respective CSOs (which need not be identical as to number of
    shares covered by any CSO, the method of exercise as related to
    exercise in whole or in installments, or otherwise), including
    the CSO price, and to interpret the provisions and supervise the
    administration of this Plan. The Committee may in its discretion
    provide that certain CSOs not vest (that is, become exercisable)
    until expiration of a certain period after issuance or until
    other conditions are satisfied, so long as not contrary to this
    Plan.

      A majority of the members of the Committee shall consititue a
    quorum. All decisions and selections made by the Committee
    pursuant to this Plan's provisions shall be made by a majority
    of its members. Any decision reduced to writing and signed by
    all of the members shall be fully effective as if it had been
    made by a majority at a meeting duly held. The Committee shall
    select one of its members as its chairman and shall hold its
    meetings at such times and places as it deems advisable. Each
    Option shall be evidenced by a written agreement containing
    terms and conditions established by the Committee consistent
    with the provisions of this Plan.

      3.    Designation of Participants.

      Only Employees shall be eligible for participation in this
    Plan. The Committee shall have full power to designate, from
    among eligible individuals, the persons to whom CSOs may be
    granted. A person who has been granted a CSO hereunder may be
    granted an additional CSO or CSOs, if the Committee shall so
    determine. Persons eligible under this Plan additionally may be
    granted one or more options under any other compensation or
    stock option plan or awarded shares under any other benefit plan
    of the Company. No Option shall confer any right upon the
    Optionee with respect to the continuation of his employment (or
    his position as an officer, director, employee or consultant)
    with the Company or any Affiliated Company, and shall not
    interfere with the right of the Company or any Affiliated
    Company to terminate such relationship(s) at any time in
    accordance with law and any agreements then in force.



      4.    Stock Reserved for this Plan.

      Subject to adjustment as provided in Paragraph 9 below, a total
    of 2,000,000 shares of Common Stock of the Company ("Option
    Stock" or "Option Shares") shall be subject to this Plan. The
    Option Stock subject to this Plan shall consist of unissued
    shares of Common Stock or previously issued shares of Common
    Stock reacquired and held by the Company or any Affiliated
    Company, and such number of Option Shares shall be and is hereby
    reserved for sale for such purpose. Any Option Shares which may
    remain unsold and which are not subject to outstanding CSOs at
    the termination of this Plan shall cease to be reserved for the
    purpose of this Plan, but until termination of this Plan the
    Company shall at all times reserve a sufficient number of shares
    to meet the requirements of this Plan. Should any CSO expire or
    be cancelled prior to its exercise in full, the unexercised
    Option Shares theretofore subject to such CSO may again be
    subjected to a CSO under this Plan.

      5.    Option Exercise Price.

      The purchase (exercise) price of each share of Option Stock
    made subject to an Option shall not be less than eighty-five
    percent (85%) of the Fair Market Value of a share of Common
    Stock on the date the Option is granted. For purposes of this 
    Plan, the  "Fair Market Value" of a share of the Company's
    Common Stock as of a given date shall be: (i) the closing price
    of a share of the Company's Common Stock on the principal
    exchange, NASDAQ system, NASDAQ Small Cap Market, or other
    quotation medium, on which shares of the Company's Common Stock
    are then trading or quoted, or (ii) if the Company's Common
    Stock is not publicly traded, the fair market value established
    by the Committee acting in good faith. The cash proceeds from
    the sale of Option Stock are to be added to the general funds of
    the Company.

      6.    Exercise Period; Vesting.  (a)  An Option shall have a
    term of not more than ten (10) years from the date of grant and
    shall automatically terminate:

            (i)    Upon termination of the Optionee's employment with
    the Company for cause;

            (ii)   At the expiration of a period to be determined by
    the Committee at the time of grant which is not to exceed twelve
    (12) months following the date of termination of the Optionee's
    employment with the Company without cause for any reason other
    than death; provided, that if no such period is specified in the
    Option, the Option shall automatically terminate thirty (30)
    days following termination of Optionee's employment; provided,
    further, that if the Optionee dies within such period, subclause
    (iii) below shall apply; or

            (iii)       At the expiration of twelve (12) months after
    the date of death of the Optionee; provided, that the Committee
    may in its discretion provide that any Option not be exercisable
    after the Optionee's death or may be exercised for a period less
    than twelve months.

            (iv)   Unless otherwise specified in the Option, if
    termination is due to the Optionee's "permanent and total
    disability" within the meaning of Section 422(c)(6) of the Code,
    an Option may be exercised at any time within twelve (12) months
    following termination of employment or relationship as a
    consultant or director.

      (b)  "Employment with the Company" as used in this Plan shall
    include employment or relationship as a consultant, adviser or
    director with the Company or any Affiliated Company in any such
    capacity, even if employment or engagement in another capacity
    ceases. Options granted under this Plan shall not be affected by
    an employee's transfer of employment among the Company and any
    one or more Affiliated Companies. An Optionee's employment with
    the Company shall not be deemed interrupted or terminated by a
    bona fide leave of absence (such as sabbatical leave or
    employment by the Government) duly approved, military leave or
    sick leave.



      (c)  Each Option may be made exercisable (that is, vest) in
    whole or in nstallments, cumulative or otherwise, during its
    term, or subject to other restrictions or limitations. Unless
    otherwise set forth in the granting resolution, an Option shall
    vest immediately upon grant. If an Option is made to vest over
    time, any portion not vested at the time of termination of
    employment or relationship as a director or consultant with the
    Company shall lapse as if never granted. Nothing contained in
    this Section shall be construed to extend the term of any Option
    or to permit anyone to exercise an Option after expiration of
    its term, nor shall it be construed to increase the number of
    shares as to which any Option is exercisable from the amount
    exercisable on the date of termination of the Optionee's
    employment or relationship as a consultant or director.

      7.    Exercise of Options.

      (a)  The Committee, in granting CSOs, shall have discretion to
    determine the terms upon which CSOs shall be exercisable,
    subject to applicable provisions of this Plan. Once available
    for purchase, unpurchased Option Shares shall remain subject to
    purchase until the CSO expires or terminates in accordance with
    Paragraph 6 above. Unless otherwise provided in the CSO, a CSO
    may be exercised in whole or in part, one or more times, but no
    CSO may be exercised for a fractional share. Resulting fractions
    shall be rounded up or down, as appropriate.

      (b)  CSOs may be exercised solely by the Optionee or a
    permitted transferee during his lifetime or by a spouse or
    former spouse pursuant to a qualified domestic relations order,
    or if the Option permits, after his death (with respect to the
    number of shares which the Optionee could have purchased at the
    time of death) by the person or persons entitled thereto under
    the decedent's will or the laws of descent and distribution.

      (c)  The purchase price of the Option Shares as to which a CSO
    is exercised shall be paid or delivered in full at the time of
    exercise and no Option Shares shall be issued until full payment
    is made therefor. Payment shall be made by any one or more of
    the following means:

      (i)  in cash, represented by bank or cashier's check, certified
    check or money order, or made by bank wire transfer;

      (ii) by offsetting against the purchase price a cash obligation
    of the Company which is both liquidated (meaning the dollar
    amount is fixed and known or easily determinable) and
    uncontested;

      (iii)  with the prior approval of the Committee, by delivering
    shares of the Company's Common Stock which have been
    beneficially owned by the Optionee, the Optionee's spouse or
    both of them, for a period of at least six (6) months prior to
    the time of exercise (the "Delivered Stock"), the Delivered
    Stock to be valued by the Committee in good faith at its  Fair
    Market Value on the date of exercise;

      (iv) with the prior approval of the Committee, by delivery of
    shares of corporate stock which are freely tradeable without
    restriction and which are part of a class of securities which
    has been listed for trading on the NASDAQ system, the NASDAQ
    Small Cap Market or a national securities exchange, with an
    aggregate Fair Market Value on the date of exercise equal to or
    greater than the exercise price of the Option Shares being
    purchased under the CSO ("Other Shares"); or

      (v)  with the prior approval of the Committee, by delivering to
    the Company the Optionee's personal recourse promissory note,
    adequately secured by property other than the Option Shares
    thereby purchased, containing such terms and conditions as the
    Committe shall determine.

      (d)  An Option shall be deemed exercised when written notice
    thereof, accompanied by the appropriate payment in full, is
    received by the Company. No holder of an Option shall be, or
    have any of the rights and privileges of, a shareholder of the
    Company in respect of any Option Shares purchasable upon
    exercise of an Option unless and until certificates evidencing
    such shares shall have been issued by the Company to him, her or
    it.

      (e)  An Option may, but need not, provide that the Optionee may
    at any time when and to the extent the Option is exercisable,
    effect an Option Exchange, provided the then market price of the
    Common Stock exceeds the Option's exercise price. To effect an
    Option Exchange, the Optionee must surrender the Option at the
    Company's principal offices stating the intent to effect the
    Option Exchange and the number of Option Shares being exchanged, 
    and the Option Exchange shall be deemed to take place on the
    date of the Company's receipt thereof or such later date as the
    Optionee specifies in writing. In connection with any Option
    Exchange, an Option shall represent the right to subscribe for
    and acquire the number of Option Shares equal to [i] the number
    of Option Shares specified by the Optionee in its notice of
    exchange (the "Total Number") LESS [ii] the number of Option
    Shares equal to the quotient obtained by dividing (A) the
    product of the Total Number and the exercise price by (B) the
    current Fair Market Value of a share of the Common Stock on the
    date of exchange, or if such date is not a trading day, on the
    trading day preceding. One or more certificates for the Option
    Shares issuable and, if applicable, a new Option of like tenor
    evidencing the balance of the Option Shares remaining subject to
    the Option, shall be issued as of the exercise date.

      8.    Non-Transferability of Options.

      No Option shall be assignable or otherwise transferable except
    by will or by operation of law, pursuant to a qualified domestic
    relations order (as defined in Rule 16b-3 of the Securities and
    Exchange Commission, or any successor rule), or pursuant to
    Title I of the Employee Retirement Income Security Act of 1974,
    as amended (ERISA), or rules thereunder. No CSO shall be pledged
    or hypothecated in any manner, whether by operation of law or
    otherwise, nor be subject to execution, attachment or similar
    process. The same restrictions on transfer or assignment shall
    apply to any heirs, devisees, beneficiaries, legal
    representatives or other persons acquiring this Option or an
    interest herein under such an instrument or by operation of law.
    Any attempt to transfer or otherwise dispose of an Option in
    contravention of its terms shall void the Option.

      9.    Reorganizations and Recapitalizations of the Company.

      (a)  No Limit Imposed on Corporate Powers.  The existence of
    this Plan and Options granted hereunder shall not affect in any
    way the right or power of the Company or its shareholders to
    make or authorize any and all adjustments, recapitalizations,
    reorganizations or other changes in the Company's capital
    structure or its business, or any merger or consolidation of the
    Company, or any issue of bonds, debentures or other
    indebtedness, or any preferred or prior preference stocks senior
    to or affecting the Common Stock or the rights thereof, or the
    dissolution or liquidation of the Company, or any sale, exchange
    or transfer of all or any part of its assets or business, or any
    other corporate act or proceeding, whether of a similar
    character or otherwise.

      (b)  Certain Adjustments to be Made.  The Option Shares with
    respect to which Options may be granted hereunder are shares of
    the Common Stock of the Company as currently constituted. In
    certain instances, the number of shares purchasable upon
    exercise of Options and the exercise price shall be adjusted as
    provided herein. All adjustments and made under this Section
    shall be made by the Committee in good faith in its sole
    discretion. Every adjustment in outstanding Options shall be
    made without change in the total price applicable to the
    unexercised portion of the Option but with a corresponding
    adjustment in the exercise price per share and number (and if
    applicable, kind) of shares purchasable.

      (c)  Stock Splits, Stock Combinations, Etc.  If, and whenever,
    prior to delivery by the Company of all of the Option Shares
    which are subject to Options granted hereunder, the Company
    shall effect a split or combination of the Common Stock or other
    capital readjustment, the payment of a Common Stock dividend, or
    recapitalization, reclassification or other increase or
    reduction of the number of shares of the Common Stock
    outstanding without receiving compensation therefor in money,
    services or property, then the number of Option Shares available
    under this Plan and the number of Option Shares with respect to
    which Options granted hereunder may thereafter be exercised
    shall (i) in the event of an increase in the number of
    outstanding shares of Common Stock, be proportionately
    increased, and the cash consideration payable per share shall be
    proportionately reduced; and (ii) in the event of a reduction in
    the number of outstanding shares of Common Stock, be 
    proportionately reduced, and the cash consideration payable per
    share shall be proportionately increased.

      (d)  Certain Other Changes In the Common Stock.  If the
    outstanding Common Stock shall be hereafter increased or
    decreased, or changed into or exchanged for a different number
    or kind of shares or other securities of the Company or of
    another corporation, by reason of reorganization, merger,
    consolidation, share exchange or other business combination in
    which the Company is the surviving parent corporation,
    appropriate adjustment shall be made by the Committee in the
    number and kind of shares for which Options may be granted under
    the Plan.  In addition, the Committee shall make appropriate
    adjustment in the number and kind of shares as to which
    outstanding and unexercised Options shall be exercisable, to the
    end that the proportionate interest of the holder of the Option
    shall, to the extent practicable, be maintained as before the
    occurrence of such event.

      (e)  Certain Defined Reorganizations.  For purposes of this
    Section, the term "Reorganization" shall mean any
    reorganization, merger, consolidation, share exchange, or other
    business combination pursuant to which the Company is not the
    surviving parent corporation after the effective date of the
    Reorganization, or any sale or lease of all or substantially all
    of the assets of the Company, and the term "Reorganization
    Agreement" shall mean a plan or agreement with respect to a
    Reorganization. Nothing herein shall require the Company to
    adopt a Reorganization Agreement, or to make provision for the
    adjustment, change, conversion, or exchange of any Options, or
    the shares subject thereto, in any Reorganization Agreement
    which it does adopt. In the event of a Reorganization (as
    hereinafter defined), then,

            (i)    If there is no Reorganization Agreement, or if the
    Reorganization Agreement does not specifically provide for the
    adjustment, change, conversion, or exchange of the outstanding
    and unexercised options for cash or other property or securities
    of another corporation, then any outstanding and unexercised
    options shall terminate as of a future date to be fixed by the
    Committee; or,

            (ii)   If there is a Reorganization Agreement, and the
    Reorganization Agreement specifically provides for the
    adjustment, change, conversion, or exchange of the outstanding
    and unexercised options for cash or other property or securities
    of another corporation, the Committee shall adjust the shares
    under such outstanding and unexercised options, and shall adjust
    the shares remaining under the Plan which are then available for
    the issuance of options under the Plan if the Reorganization
    Agreement for the adjustment, change, conversion, or exchange of
    such options and shares.

            (iii)  The Committee shall provide to each Optionee then
    holding an outstanding and unexercised Option not less than
    thirty (30) calendar Days' advance written notice of any date
    fixed by the Committee pursuant to this Section 13 and of the
    terms of any Reorganization Agreement providing for the
    adjustment, change, conversion, or exchange of outstanding and
    unexercised Options.  Except as the Committee may otherwise
    provide, each Optionee shall have the right during such period
    to exercise his Option only to the extent that the Option was
    exercisable on the date such notice was provided to the Optionee.

      (f)  Dissolution or Liquidation.  In the event of the
    dissolution or liquidation of the Company, any outstanding and
    unexercised options shall terminate as of a future date to be
    fixed by the Committee.

      (g)  No Adjustments to be Made.      Except as expressly
    provided above, the Company's issuance of shares of its capital
    stock of any class, or securities convertible into shares of its
    capital stock of any class, for cash or property, or for labor
    or services, either upon direct sale or upon the exercise of
    rights or warrants to subscribe therefor, or upon conversion of
    shares or obligations of the Company convertible into or
    exchangeable for shares of capital stock or other securities of
    the Company, shall not affect, and no adjustment by reason
    thereof shall be made with respect to, the number of Option
    Shares subject to CSOs granted hereunder or the purchase price
    of such shares.

      10.   Purchase for Investment.

      Unless the Option Shares covered by this Plan have been
    registered under the Act prior to issuance, each person
    exercising a CSO under this Plan may be required by the Company
    to give a representation in writing that he is acquiring such
    shares for his or her own account for investment and not with a
    view to, or for sale in connection with, the distribution of any
    part thereof.

      11.   Effective Date and Expiration of this Plan.

      The effective date of this Plan is April 15, 1994, the date of
    its adoption by the Board of Directors of the Company's
    predecessor, RENEGADE VENTURE CORPORATION, a Colorado
    corporation. The Company assumed this Plan pursuant to that
    certain Merger Agreement dated September 18, 1997, between the
    Company and RENEGADE VENTURE CORPORATION. The effective date of
    the merger pursuant to the Agreement and Plan of Merger was
    September 22, 1997.  No Plan Shares may be issued after April
    15, 2004.

      12.   Amendments or Termination.

      The Committee or Board may amend, alter or discontinue this
    Plan at any time in such respects as it shall deem advisable in
    order to conform to any change in any other applicable law, or
    in order to comply with the provisions of any rule or regulation
    of the Securities and Exchange Commission required to exempt
    this Plan or any CSOs granted thereunder from the operation of
    Section 16(b) of the Exchange Act, or in any other respect not
    inconsistent with Section 16(b) of the Exchange Act; provided,
    that no amendment or alteration shall be made which would impair
    the rights of any participant under any CSO theretofore granted,
    without his consent (unless made solely to conform such CSO to,
    and necessary because of, changes in the foregoing laws, rules
    or regulations), and except that no amendment or alteration
    shall be made without the approval of shareholders which would
    increase the total number of shares reserved for the purposes of
    this Plan (except as provided in Paragraph 9) or extend the
    expiration date of this Plan as set forth in Paragraph 11.

      13.   Government Regulations.

      This Plan, and the granting and exercise of CSOs hereunder, and
    the obligation of the Company to sell and deliver Option Shares
    under such CSOs, shall be subject to all applicable laws, rules
    and regulations, and to such approvals by any governmental
    agencies or national securities exchanges as may be required.

      14.   Liability. 

      No member of the Board of Directors or the Committee, nor any
    officers, employees or agents of the Company or any Affiliated
    Company shall be personally liable for any action, omission or
    determination made in good faith in connection with this Plan.

      15.  Options in Substitution for Other Options.

      The Committee may, in its sole discretion, at any time during
    the term of this Plan, grant new options to an employee under
    this Plan or any other stock option plan of the Company on the
    condition that such employee shall surrender for cancellation
    one or more outstanding options which represent the right to
    purchase (after giving effect to any previous partial exercise
    thereof) a number of shares, in relation to the number of shares
    to be covered by the new conditional grant hereunder, determined
    by the Committee.  If the Committee shall have so determined to
    grant such new options on such a conditional basis ("New
    Conditional Options"), no such New Conditional Option shall
    become exercisable in the absence of such employee's consent to
    the condition and surrender and cancellation as appropriate. 
    New Conditional Options shall be treated in all respects under
    this Plan as newly granted options.  Options may be granted
    under this Plan from time to time in substitution for similar
    rights held by employees of other corporations who are about to
    become employees of the Company or an Affiliated Company as a
    result of a merger or consolidation of the employing corporation
    with the Company or an Affiliated Company, or the acquisition by
    the Company or an Affiliated Company of the assets of the
    employing corporation, or the acquisition by the Company or an
    Affiliated Company of stock of the employing corporation as the
    result of which such other corporation becomes an Affiliated
    Company.



      16.  Withholding Taxes.

      Pursuant to applicable federal and state laws, the Company may
    be required to collect withholding taxes upon the exercise of a
    CSO.  The Company may require, as a condition to the exercise of
    a CSO, that the Optionee concurrently pay to the Company the
    entire amount or a portion of any taxes which the Company is
    required to withhold by reason of such exercise, in such amount
    as the Committee or the Company in its discretion may determine.
    In lieu of part or all of any such payment, the Optionee may
    elect to have the Company withhold from the shares to be issued
    upon exercise of the option that number of shares having a Fair
    Market Value equal to the amount which the Company is required
    to withhold.

      17.  Other Definitions.

      Whenever used in this Plan, except where the context might
    clearly indicate otherwise, the following terms shall have the
    meanings set forth below:

       a.   "Act" means the U.S. Securities Act of 1933, as amended.

       b.   "Affiliated Company" means any Parent or Subsidiary of the
             Company.

       c.   "Award" or "grant" means any grant of a CSO (Option) made
             under this Plan.

       d.   "Board of Directors" means the Board of Directors of the
             Company. The term "Committee" is defined in Section 2 of this
             Plan.

       e.   "Common Stock" or "Common Shares" means the common stock,
             $.001 par value per share, of the Company, or in the event that
             the outstanding Common Shares are hereafter changed into or
             exchanged for different shares or securities of the Company or
             any other issuer, such other shares or securities.

       f.   "Date of Grant" means the day the Committee authorizes the 
             grant of a CSO or such later date as may be specified by the
             Committee as the date a particular grant will become effective.

       g.   "Employee" means and includes the following persons: (i)
             executive officers, officers and directors (including advisory
             and other special directors) of the Company or an Affiliated
             Company; (ii) full-time and part-time employees of the Company
             or an Affiliated Company; (iii) persons engaged by the Company
             or an Affiliated Company as a consultant, advisor or agent; and
             (iv) a lawyer, law firm, accountant or accounting firm, or other
             professional or professional firm engaged by the Company or an
             Affiliated Company.

       h.   "Optionee" means an Employee to whom a CSO is granted.

       i.   "Parent" means any corporation owning 50% or more of the
             total combined voting stock of all classes of the Company or of
             another corporation qualifying as a Parent within this
             definition.

       j.   "Subsidiary" means a corporation more than 50% of whose
             total combined capital stock of all classes is held by the
             Company or by another corporation qualifying as a Subsidiary
             within this definition.



      18.   Litigation.

      In the event that any Optionee or Optionee's successor should
    bring any lawsuit or other action or proceeding ("Action")
    against the Company or an Affiliated Company based upon or
    arising in relation to an Option, an Optionee, or successor, as
    the case may be, not prevailing in such Action shall be required
    to reimburse the Company or Affiliated Company's costs and
    expenses, including reasonable attorneys' fees, incurred in
    defending such action and appealing any award by a lower court.

      19.   Governing Law.

      The Plan and all rights and obligations under it shall be
    construed and enforced in accordance with the laws of the State
    of Nevada or subsequent state of domicile, should the Company's
    domicile be changed.

                                *  *  *

      By signature below, the undersigned officers of the Company
    hereby certify that the foregoing is a true and correct copy of
    the 1997 Compensatory Stock Option Plan of the Company.

DATED: September 22, 1997

                            RENEGADE VENTURE (NEV.) CORPORATION

(SEAL)                           /s/ Randy Sasaki
                            By...................................
                               Authorized Officer



       /s/ Elisabeth Crosse
By....................................
     Secretary or Assistant Secretary



                  RENEGADE VENTURE (NEV.) CORPORATION

                                                   

                   CERTIFICATION  OF  PLAN  ADOPTION    



      I, the undersigned Secretary or assistant secretary of this
    Corporation, hereby certify that the foregoing Compensatory
    Stock Option Plan of this corporation was duly approved by the
    requisite number of holders of the issued and outstanding common
    stock of this corporation as of the date below.

Date of Approval: September 18, 1997



                                 /s/ Elisabeth Crosse           
                         X...................................
                                       Signature



(SEAL)





Exhibit 10.2 to Form 8-K dated September 22, 1997



                 RENEGADE VENTURE (NEV.) CORPORATION

               1997  EMPLOYEE  STOCK  COMPENSATION  PLAN



      1.  Purpose of the Plan.

      This 1997 Employee Stock Compensation Plan ("Plan") is intended
    to further the growth and advance the best interests of RENEGADE
    VENTURE (NEV.) CORPORATION, a Nevada corporation (the
    "Company"), and Affiliated Corporations, by supporting and
    increasing the Company's ability to attract, retain and
    compensate persons of experience and ability and whose services
    are considered valuable, to encourage the sense of
    proprietorship in such persons, and to stimulate the active
    interest of such persons in the development and success of the
    Company and Affiliate Corporations.  This Plan provides for
    stock compensation through the award of the Company's Common
    Stock.

      2.  Definitions.

      Whenever used in this Plan, except where the context might
    clearly indicate otherwise, the following terms shall have the
    meanings set forth in this section:

       a.   "Act" means the U.S. Securities Act of 1933, as amended.

       b.   "Affiliated Corporation" means any Parent or Subsidiary of
             the Company.

       c.   "Award" or "grant" means any grant or sale of Common Stock
             made under this Plan.

       d.   "Board of Directors" means the Board of Directors of the
             Company. The term "Committee" is defined in Section 4 of this
             Plan.

       e.   "Code" means the Internal Revenue Code of 1986, as amended.

       f.   "Common Stock" or "Common Shares" means the common stock,
             $.001 par value per share, of the Company, or in the event that
             the outstanding Common Shares are hereafter changed into or
             exchanged for different shares or securities of the Company,
             such other shares or securities.

       g.   "Date of Grant" means the day the Committee authorizes the
             grant of Common Stock or such later date as may be specified by
             the Committee as the date a particular award will become
             effective.

       h.   "Employee" means and includes the following persons: (i)
             executive officers, officers and directors (including advisory
             and other special directors) of the Company or an Affiliated
             Corporation; (ii) full-time and part-time employees of the
             Company or an Affiliated Corporation; (iii) natural persons
             engaged by the Company or an Affiliated Corporation as a
             consultant, advisor or agent; and (iv) a lawyer, law firm,
             accountant or accounting firm, or other professional or
             professional firm engaged by the Company or an Affiliated
             Corporation.

       i.   "Parent" means any corporation owning 50% or more of the
             total combined voting stock of all classes of the Company or of
             another corporation qualifying as a Parent within this
             definition.

       j.   "Participant" means an Employee to whom an Award of Plan
             Shares has been made.

       k.   "Plan Shares" means shares of Common Stock from time to
             time subject to this Plan.

       l.   "Subsidiary" means a corporation more than 50% of whose
             total combined capital stock of all classes is held by the
             Company or by another corporation qualifying as a Subsidiary
             within this definition.

      3.  Effective Date of the Plan.

      The effective date of this Plan is April 15, 1994, the date of
    its adoption by the Board of Directors of the Company's
    predecessor, RENEGADE VENTURE CORPORATION, a Colorado
    corporation. The Company assumed this Plan pursuant to that
    certain Merger Agreement dated September 18, 1997, between the
    Company and RENEGADE VENTURE CORPORATION. The effective date of
    the merger pursuant to the Agreement and Plan of Merger was
    September 22, 1997.  No Plan Shares may be issued after April
    15, 2004.

      4.  Administration of the Plan.

      The Compensation Committee of the Board of Directors
    ("Committee"), and in default of the appointment or continued
    existence of such Committee the Board of Directors, will be
    responsible for the administration of this Plan, and will have
    sole power to award Common Shares under this Plan.  Subject to
    the express provisions of this Plan, the Committee shall have
    full authority and sole and absolute discretion to interpret
    this Plan, to prescribe, amend and rescind rules and regulations
    relating to it, and to make all other determinations which it
    believes to be necessary or advisable in administering this
    Plan.  The determination of those eligible to receive an award
    of Plan Shares shall rest in the sole discretion of the
    Committee, subject to the provisions of this Plan. Awards of
    Plan Shares may be made as compensation for services rendered,
    directly or in lieu of other compensation payable, as a bonus in
    recognition of past service or performance or may be sold to an
    Employee as herein provided. The Committee may correct any
    defect, supply any omission or reconcile any inconsistency in
    this Plan in such manner and to such extent it shall deem
    necessary to carry it into effect.  Any decision made, or action
    taken, by the Committee arising out of or in connection with the
    interpretation and administration of this Plan shall be final
    and conclusive.

      5.  Stock Subject to the Plan.

      The maximum number of Plan Shares which may be awarded under
    this Plan is 1,000,000 shares.

      6.  Persons Eligible to Receive Awards.

      Awards may be granted only to Employees (as herein defined).

      7.  Grants or Awards of Plan Shares.

      Except as otherwise provided herein, the Committee shall have
    complete discretion to determine when and to which Employees
    Plan Shares are to be granted, and the number of Plan Shares to
    be awarded to each Employee. A grant to an Employee may be made
    for cash, property, services rendered or other form of payment
    constituting lawful consideration under applicable law; Plan
    Shares awarded other than for services rendered shall be sold at
    not less than the fair value thereof on the date of grant. No
    grant will be made if, in the judgment of the Committee, such a
    grant would constitute a public distribution with the meaning of
    the Act or the rules and regulations promulgated thereunder.



      8.  Delivery of Stock Certificates. 

      As promptly as practicable after authorizing an award of Plan
    Shares, the Company shall deliver to the person who is the
    recipient of the award, a certificate or certificates registered
    in that person's name, representing the number of Plan Shares
    that were granted.  Unless the Plan Shares have been registered
    under the Act, each certificate evidencing Plan Shares shall
    bear a legend to indicate that such shares represented by the
    certificate were issued in a transaction which was not
    registered under the Act, and may only be sold or transferred in
    a transaction that is registered under the Act or is exempt from
    the registration requirements of the Act. In the absence of
    registration under the Act, any person awarded Plan Shares may
    be required to execute and deliver to the Company an investment
    letter, satisfactory in form and substance to the Company, prior
    to issuance and delivery of the shares. An award may be made
    under this Plan wherein the Plan Shares may be issued only after
    registration under the Act.

      9.  Assignability.

      An award of Plan Shares may not be assigned.  Plan Shares, once
    issued and delivered, may be transferred in accordance with
    applicable law and any transfer restrictions imposed at the time
    of award.

      10.  Employment not Conferred.

      Nothing in this Plan or in the award of Plan Shares shall
    confer upon any Employee the right to continue in the employ of
    the Company or Affiliated Corporation nor shall it interfere
    with or restrict in any way the lawful rights of the Company or
    any Affiliated Corporation to discharge any Employee at any time
    for any reason whatsoever, with or without cause.

      11.  Laws and Regulations.

      The obligation of the Company to issue and deliver Plan Shares
    following an award under this Plan shall be subject to the
    condition that the Company be satisfied that the sale and
    delivery thereof will not violate the Act or any other
    applicable laws, rules or regulations.

      12.  Withholding of Taxes.

      If subject to withholding tax, the Company or any Affiliated
    Corporation may require that the Employee concurrently pay to
    the Company the entire amount or a portion of any taxes which
    the Company or Affiliated Corporation is required to withhold by
    reason of granting Plan Shares, in such amount as the Company or
    Affiliated Corporation in its discretion may determine.  In lieu
    of part or all of any such payment, the Employee may elect to
    have the Company or Affiliated Corporation withhold from the
    Plan Shares issued hereunder a sufficient number of shares to
    satisfy withholding obligations.  If the Company or Affiliated
    Corporation becomes required to pay withholding taxes to any
    federal, state or other taxing authority as a result of the
    granting of Plan Shares, and the Employee fails to provide the
    Company or Affiliated Corporation with the funds with which to
    pay that withholding tax, the Company or Affiliated Corporation
    may withhold up to 50% of each payment of salary or bonus to the
    Employee (which will be in addition to any required or permitted
    withholding), until the Company or Affiliated Corporation has
    been reimbursed for the entire withholding tax it was required
    to pay in respect of the award of Plan Shares.

      13.  Reservation of Shares.

      The stock subject to this Plan shall, at all times, consist of
    authorized but unissued Common Shares, or previously issued
    shares of Common Stock reacquired or held by the Company or an
    Affiliated Corporation equal to the maximum number of shares the
    Company may be required to issue as stated in Section 5 of this
    Plan, and such number of Common Shares hereby is reserved for
    such purpose.  

      14.  Amendment and Termination of the Plan.

      The Committee may suspend or terminate this Plan at any time or
    from time to time, but no such action shall adversely affect the
    rights of a person granted an Award under this Plan prior to
    that date.  Otherwise, this Plan shall terminate on the earlier
    of the terminal date stated in Section 3 of this Plan or the
    date when all Plan Shares have been issued.  The Committee shall
    have absolute discretion to amend this Plan, subject only to
    those limitations expressly set forth herein; however, the
    Committee shall have no authority to extend the term of this
    Plan, to increase the number of Plan Shares subject to award
    under this Plan or to amend the definition of "Employee" herein.


      15.  Delivery of Plan.

      A copy or synopsis (for which a prospectus registering Plan
    Shares will serve) or description of this Plan shall be
    delivered to every person to whom an award of Plan Shares is
    made. The Secretary of the Company may, but is not required to,
    also deliver a copy of the resolution or resolutions of the
    Committee authorizing the award.

      16.  Liability.

      No member of the Board of Directors, the Committee or any other
    committee of directors, or officers, employees or agents of the
    Company or any Affiliated Corporation shall be personally liable
    for any action, omission or determination made in good faith in
    connection with this Plan.

      17.  Miscellaneous Provisions.

      The place of administration of this Plan shall be in the State
    of Colorado (or subsequently, wherever the Company's principal
    executive offices are located), and the validity, construction,
    interpretation and effect of this Plan and of its rules,
    regulations and rights relating to it, shall be determined
    solely in accordance with the laws of the State of Nevada or
    subsequent state of domicile of the Company. Without amending
    this Plan, the Committee may issue Plan Shares to employees of
    the Company who are foreign nationals or employed outside the
    United States, or both, on such terms and conditions different
    from those specified in this Plan but consistent with the
    purpose of this Plan, as it deems necessary and desirable to
    create equitable opportunities given differences in tax laws in
    other countries. All expenses of administering this Plan and
    issuing Plan Shares shall be borne by the Company.

      18.   Reorganizations and Recapitalizations of the Company.

      (a)  The shares of Common Stock subject to this Plan are shares
    of the Common Stock of the Company as currently constituted. If,
    and whenever, the Company shall effect a subdivision or
    consolidation of shares or other capital readjustment, the
    payment of a Common Stock dividend, a stock split, combination
    of shares (reverse stock split) or recapitalization or other
    increase or reduction of the number of shares of the Common
    Stock outstanding without receiving compensation therefor in
    money, services or property, then the number of shares of Common
    Stock subject to this Plan shall (i) in the event of an increase
    in the number of outstanding shares, be proportionately
    increased; and (ii) in the event of a reduction in the number of
    outstanding shares, be proportionately reduced.

      (b)  Except as expressly provided above, the Company's issuance
    of shares of Common Stock of any class, or securities
    convertible into shares of Common Stock of any class, for cash
    or property, or for labor or services, either upon direct sale
    or upon the exercise of rights or warrants to subscribe
    therefor, or upon conversion of shares or obligations of the
    Company convertible into or exchangeable for shares of Common
    Stock or other securities, shall not affect, and no adjustment
    by reason thereof shall be made with respect to, the number of
    shares of Common Stock subject to this Plan.

      By signature below, the undersigned officers of the Company
    hereby certify that the foregoing is a true and correct copy of
    the 1997 Employee Stock Compensation Plan of the Company.

DATED: September 22, 1997

                             RENEGADE VENTURE (NEV.) CORPORATION



                                  /s/ Randy Sasaki
 (SEAL)
                            By......................................
                                      Authorized Officer





     /s/ Elisabeth Crosse
By...................................
   Secretary or Assistant Secretary




                 RENEGADE VENTURE (NEV.) CORPORATION


                  CERTIFICATION  OF  PLAN  ADOPTION     



      I, the undersigned Secretary or assistant secretary of this
    Corporation, hereby certify that the foregoing Employee Stock
    Compensation Plan of this corporation was duly approved by the
    requisite number of holders of the issued and outstanding common
    stock of this corporation as of the date below.

Date of Approval: September 18, 1997



                                 /s/ Elisabeth Crosse 
                           X....................................
                                        Signature



(SEAL)