Exhibit 3.2


                                     BYLAWS
                                       OF
                                  SPARTA CORP.


                                    ARTICLE I
                                     OFFICES

         The registered office of the corporation shall be that set forth in the
Articles of Incorporation dated July 5, 1988, filed with the Secretary of State
of Minnesota on July 7, 1988, or in the most recent amendment thereof, or in a
statement of the Board of Directors filed with the Secretary of State of the
State of Minnesota changing the registered office in the manner prescribed by
law. The corporation may also have offices and places of business at such other
locations as the Board of Directors may from time to time designate, or the
business of the corporation may require.

                                   ARTICLE II
                             SHAREHOLDER'S MEETINGS

         Section 2.1. Time and Place of Meetings. Regular or special meetings of
the shareholders, if any, shall be held on the date and at the time and place
fixed by the President/Chief Executive Officer or the Board of Directors, except
that a meeting called by, or at the demand of a shareholder or shareholders,
pursuant to Minnesota Statutes, Section 302A.431, Subd. 2, shall be held in the
county where the principal executive office is located.

         Section 2.2. Regular Meetings. An annual meeting of the shareholders
shall be held at such place as the Board of Directors shall designate, either
within or without the State of Minnesota, and on such date and at such time as
may be determined by the Board of Directors and communicated to the shareholders
according to the requirements set forth herein, for the purpose of electing
directors and for the transaction of any other business which may properly come
before it. Additional regular meetings of the shareholders may be held on a less
frequent periodic basis. No meeting shall be considered a regular meeting unless
specifically designated as such in the notice of meeting or unless all the
shareholders are present in person or by proxy and none of them objects to such
designation. Any business appropriate for action by the shareholders may be
transacted at a regular meeting.

         Section 2.3. Special Meetings. Special meetings of the shareholders may
be held for any purpose or purposes, unless otherwise prescribed by statute.
Such a meeting may be called by the President/Chief Executive Officer, the Chief
Financial Officer or two or more directors and shall be called by the
President/Chief Executive Officer at the request in writing of shareholders
owning not less than ten percent (10%) or more of the voting stock of the
corporation.

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         Section 2.4. Notice of Meetings. Written notice of a meeting of the
shareholders stating the time and place thereof shall be mailed at least five
(5) days but not more than sixty (60) days prior to the meeting, except as
otherwise provided by statute, to each shareholder entitled to vote thereat to
the last known address of such shareholder as the same appears upon the books of
the corporation.

         Every notice of any special meeting shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the call, unless all
of the shareholders are present in person or by proxy and none of them objects
to consideration of a particular item of business.

         Section 2.5. Record Date. The determination of shareholders entitled to
vote at a regular or special meeting shall be made on the date fixed by the
Board of Directors for closing of the books of the corporation. If no date is
fixed by the Board, the date for such determination shall be the date five (5)
days before the date of such meeting.

         Section 2.6. Waiver of Notice. Notice of the time, place and purpose of
any meeting of shareholders, whether required by statute, the Articles of
Incorporation or these Bylaws, may be waived by any shareholder. Such waiver may
be given before, at, or after the meeting, and may be given in writing, orally
or by attendance.

         Section 2.7. Action without Meeting. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting, if authorized in
writing or writings signed by all shareholders who would be entitled to notice
of a meeting for such purpose.

         Section 2.8. Quorum. The presence at any meeting, in person or by
proxy, of the holders of a majority of the shares entitled to vote, shall
constitute a quorum for the transaction of business. If, however, such majority
shall not be present in person or by proxy at any meeting of the shareholders,
those present shall have the power to adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until the requisite
amount of voting shares shall be represented. At any such adjourned meeting at
which the required number of voting shares shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed.

         Section 2.9. Voting. At all meetings of the shareholders, each
shareholder having the right to vote shall be entitled to vote in person or by
proxy, duly appointed by an instrument in writing subscribed by such
shareholder. Each shareholder shall have one (1) vote for each share having
voting power standing in his name on the books of the corporation. Upon the
demand of any shareholder, the vote for directors or the vote upon any question
before the meeting shall be by ballot. All elections shall be had and all
questions decided by a majority vote except as otherwise required by these
Bylaws, the Articles of Incorporation, any applicable shareholder agreement, or
statute.

<PAGE>

         Section 2.10. 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. Such proxy shall be filed with the Secretary of the
corporation at or before the time of the meeting. A proxy shall be valid for the
period specified in the proxy or, if no expiration date is provided in the
proxy, for a period not to exceed eleven months from the date of its execution.
A proxy's authority shall not be revoked by the death or incapacity of the maker
unless, before the vote is cast and the authority exercised, written notice of
such death or incapacity is given to the corporation.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 3.1. Election of Directors. The business and affairs of this
corporation shall be managed by its Board of Directors. The number of directors
shall be the number last elected by a majority vote of the shareholders or by
the Board of Directors, which number shall not be less than two (2) nor more
than eight (8) directors. Directors need not be shareholders. Each of the
directors shall hold office until the regular meeting of the shareholders next
held after his election, until a successor shall have been elected and shall
qualify, or until he shall resign or shall have been removed as hereinafter
provided.

         Section 3.2. Board Meetings; Place and Notice. Meetings of the Board of
Directors may be held from time to time at any place within or without the State
of Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. Any director may call
a meeting of the Board of Directors by giving two (2) days notice to all
directors of the date and time of the meeting. The notice need not state the
purpose of the meeting. Notice may be given by mail, telephone, telegram or in
person. If a meeting schedule is adopted by the Board of Directors, or if the
date and time of a Board of Directors meeting has been announced at a previous
meeting, no notice is required.

         Section 3.3. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the Board of Directors, whether required by statute, the Articles
of Incorporation, or these Bylaws, may be waived by any director. Such waiver
may be given before, at, or after the meeting and may be given in writing,
orally or by attendance. The attendance of a director at a meeting and
participation therein shall constitute waiver of notice of such meeting unless
the director attends for the express purpose of objecting to the transaction of
business because the meeting is not lawfully called or convened, the director so
states at the meeting, and the director does not thereafter participate in the
meeting.

         Section 3.4. Quorum and Action of Board. At all meetings of the Board
of Directors, a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business; provided, that if less than
a majority of the directors are present, a majority of those present may adjourn
the meeting from time to time without notice other than an announcement at the
meeting at which adjournment is taken.

<PAGE>

         The directors present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

         The act of a majority of the directors present at any meeting at which
a quorum is present, or at any meeting at which a quorum was present and at
which the remaining directors are authorized under this Section to continue to
transact business shall be the act of the Board of Directors.

         Section 3.5. Electronic Communications. A conference among directors by
any means of communication through which the directors may simultaneously hear
each other during the conference constitutes a board meeting, if the same notice
is given of the conference as required by these Bylaws for a meeting, and if the
number of directors participating in the conference would be sufficient to
constitute a quorum at a meeting. Participation in a meeting by such electronic
means of communication constitutes presence in person at the meeting.

         Section 3.6. Vacancies. Any vacancy occurring on the Board of Directors
by reason of death, resignation, disqualification, or increase in the number of
directors, may be filled by a majority of the remaining directors, though less
than a quorum, at any regular or special meeting, except that vacancies on the
Board resulting from newly created directorships may only be filled by a
majority vote of the directors serving at the time of the increase. Each
director so elected shall hold office until the next regular or special
shareholder meeting or until his or her successor is elected and qualified.

         Section 3.7. Resignations. Any director of the corporation may resign
at any time by giving written notice to the Chairman of the Board or to the
President/Chief Executive Officer or Secretary of the corporation. Unless a
later date is specified in the notice of resignation as the effective date of
resignation, resignation shall take effect on the date of receipt of the written
notice by the Chairman, President/Chief Executive Officer, or Secretary. Unless
otherwise specified in such notice, the acceptance of the resignation shall not
be necessary to make it effective.

         Section 3.8. Removal. At a meeting of shareholders called expressly for
that purpose, any director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

         Section 3.9. Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a Board meeting. If the
director is not present at the meeting, consent or opposition to a proposal does
not constitute presence for purposes of determining the existence of a quorum,
but consent or opposition stated in writing and delivered to the President/Chief
Executive Officer or the officer or director presiding at the meeting shall be
counted as a vote in favor of or against the proposal if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected. Such written
consent or opposition shall be entered in the minutes or other record of action
at the meeting.

<PAGE>

         Section 3.10. Action without Meeting. Any action which is required or
may be taken at a meeting of the Board of Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
a majority of all the directors entitled to vote with respect to the subject
matter thereof, except as to matters that require shareholder approval, in which
case such consent in writing must be signed by all of the directors. Action
taken by such written consent shall be effective on the date when signed by the
required number of directors, or such earlier effective date as set forth
therein. When written action is permitted to be taken by less than all of the
directors, all directors shall be notified immediately of its text and effective
date. Failure to provide the notice shall not invalidate the written action. A
director who does not sign or consent to the written action shall have no
liability for the action or actions taken thereby.

         Section 3.11. Presumption of Assent. For purposes of any liability as a
director, a director of the corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless:

                  (a) He objects at the beginning of the meeting to the
         transaction of business because the meeting is not lawfully called or
         convened and does not thereafter participate in the meeting;

                  (b)      He votes against the action at the meeting; or

                  (c) He is prohibited from voting at the meeting due to a
         conflict of interest.

         Section 3.12. Committees. The Board of Directors may, by a majority
vote, designate two or more of their number to constitute an executive
committee, which, to the extent determined by the Board and allowed by law,
shall have and exercise the authority of the Board in the management of the
business of the corporation. Such executive committee shall act only in the
interval between meetings of the Board and shall be subject at all times to the
control and direction of the Board. The Board of Directors by a majority vote
may also appoint one or more natural persons who need not be Board members to
serve on such other committees as the Board may determine. Such other committees
shall have powers and duties as shall from time to time be prescribed by the
Board. A majority of the members of any committee present at a meeting is a
quorum for the transaction of business. All committees shall keep accurate
minutes of their meetings, which minutes shall be made available upon request to
members of that committee and to any director.

         Section 3.13. Chairman. The Board may elect one of their number to
serve as Chairman, who shall preside, when present, at all meetings of the
Board.

         Section 3.14. Compensation. The directors of the corporation and all
members of committees shall serve without salary, unless ordered by the
directors; however, they shall be paid the necessary expenses incurred in the
execution of their duties. Nothing herein shall preclude the paying by the
corporation of a salary or other compensation to an officer or employee who is
also a director.

<PAGE>

         Section 3.15. Limitation of Liability. Except as expressly provided in
Minnesota Statutes, Section 302A.251, Subd. 4, a member of the Board of
Directors of this corporation shall have no personal liability to this
corporation or to the shareholders for monetary damages for breach of fiduciary
duty as a member of the Board of Directors. Amendment or repeal of Section 4.6
of the Articles of Incorporation of this corporation shall not adversely affect
any limitation of liability of a director with respect to any liability or
alleged liability arising out of any act or omission occurring prior to such
amendment or repeal.

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1. Election of Officers. The Board of Directors shall, from
time to time, elect a President/Chief Executive Officer and a Treasurer/Chief
Financial Officer. The Board of Directors may, but shall not be required to,
elect a Secretary and one (1) or more Vice Presidents, as they may determine,
one of whom may be designated as an Executive Vice President. In addition, the
Board of Directors may elect such other officers and agents as it may determine
necessary, including Assistant Secretaries and Assistant Treasurers. Such
officers shall exercise such powers and perform such duties as are prescribed by
the Articles of Incorporation or the Bylaws or as may be otherwise determined
from time to time by the Board of Directors. Any number of offices or functions
of those officers may be held or exercised by the same person.

         Section 4.2. Terms of Office. The officers of the corporation shall
hold office for such terms as shall be determined from time to time by the Board
of Directors or until their successors are chosen and qualify in their stead.
Any officer elected or appointed by the Board of Directors may be removed by the
affirmative vote of a majority of the whole Board of Directors with or without
cause.

         Section 4.3. Salaries. The salaries of all officers and agents of the
corporation shall be determined by the Board of Directors.

         Section 4.4. President/Chief Executive Officer. The President/Chief
Executive Officer shall be the chief executive officer of the corporation, and
shall have the general direction of the affairs of the corporation. He shall
preside at all meetings of the shareholders and of the Board of Directors. He
shall direct general active management of the business of the corporation, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall execute all contracts, mortgages and other instruments of
the corporation, and may appoint and discharge agents and employees. He shall be
ex officio a member of any executive committee which may be constituted
hereunder, and all other standing committees, and shall perform all such other
duties as are incident to his office, or are properly required of him by the
Board of Directors. As used herein or in other writings of, or documents
delivered on behalf of, the corporation, the titles "President" and "Chief
Executive Officer" shall mean one and the same person and shall be
interchangeable.

<PAGE>

         Section 4.5. Vice Presidents. The Vice Presidents in the order
designated by the Board of Directors shall perform the duties and exercise the
powers of the President/Chief Executive Officer in his absence or incapacity.
The Vice Presidents shall perform such other duties as the Board of Directors
shall from time to time prescribe.

         Section 4.6. Secretary and Assistant Secretaries. The Secretary shall
attend all sessions of the Board of Directors and all meetings of the
shareholders, and record all votes and minutes for all proceedings in a book
kept for that purpose, and shall perform like duties for the standing committees
when required. He shall give or cause to be given notice of all meetings of the
shareholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President/Chief Executive
Officer under whose supervision he shall be. He shall keep in safe custody the
seal, if any, of the corporation, and shall affix the same to any instrument
requiring it.

         The Assistant Secretary shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary, and
shall perform such other duties as the Board of Directors shall prescribe.

         Section 4.7. Treasurer/Chief Financial Officer and Assistant
Treasurers. The Treasurer/Chief Financial Officer shall have the custody of the
corporate funds and securities, and shall keep full and accurate account of
receipt and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated from time to time by
the Board of Directors; he shall disburse the funds of the corporation in
discharge of corporate liabilities and obligations as may be ordered by the
Board of Directors from time to time, taking the proper vouchers for such
disbursements, and shall render to the President and the Board of Directors
whenever they may require the same, an account of all of his transactions and of
the financial condition of the corporation; he shall give the corporation a
bond, if required by the Board of Directors, in such sum as the Board of
Directors may by resolution determine; and with one (1) or more sureties
satisfactory to the Board of Directors for the faithful performance of the
duties of his office, and for the restoration to the corporation in case of
death, resignation, retirement or removal from office of all books, vouchers,
papers, money and other property of whatsoever kind in his possession or under
his control belonging to the corporation. As used herein or in other writings
of, or documents delivered on behalf of, the corporation, the titles "Treasurer"
and "Chief Financial Officer" shall mean one and the same person and shall be
interchangeable.

         The Assistant Treasurer shall, in the absence or disability of the
Treasurer/Chief Financial Officer, perform the duties and exercise the powers of
the Treasurer/Chief Financial Officer, and shall perform such other duties as
the Board of Directors shall prescribe.

         Section 4.8. Vacancies. If the office of any officer or agent becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office or otherwise, the Board of Directors, by a majority vote, shall
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

<PAGE>

         Section 4.9. Delegation of Authority. An officer elected or appointed
by the Board of Directors may delegate some or all of the duties or powers of
his office to other persons, provided that such delegation is in writing.

         Section 4.10. Contract Rights. The election or appointment of a person
as an officer or agent does not, of itself, create contract rights.

                                    ARTICLE V
                                 INDEMNIFICATION

         To the full extent permitted or required by Section 302A.521 of the
Minnesota Business Corporation Act, as now enacted or hereinafter amended, or by
other provisions of law, each person who was or is a party or is threatened to
be made a party to any threatened, pending, or pleaded action, suit, or
proceeding, whenever brought, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer or
agent of the corporation, or he is or was serving at the specific request of the
corporation as a director, officer, employee, fiduciary, or agent of another
corporation, partnership, joint venture, trust or other entity or enterprise,
shall be indemnified by the corporation against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit, or proceeding; provided,
however, that the indemnification with respect to a person who is or was serving
as a director, officer, employee, fiduciary, or agent of another corporation,
partnership, joint venture, trust, or other enterprise shall apply only to the
extent such person is not indemnified by such other corporation, partnership,
joint venture, trust, or other entity or enterprise. Indemnification provided by
this paragraph shall continue as to a person or agent and shall inure to the
benefit of the heirs, executors, and administrators of such person and shall
apply whether or not the claim against such person arises out of matters
occurring before the adoption of this paragraph.

         To the full extent permitted by the Minnesota Business Corporation Act,
as now enacted or hereinafter amended, the corporation shall have the authority
to purchase and maintain insurance for officers, directors, employees and agents
against liability arising out of their status as such.

         Further, to the full extent permitted by the Minnesota Business
Corporation Act, as now enacted or hereinafter amended, the corporation shall
have the authority to enter into such agreements as the Board of Directors deem
appropriate for the indemnification of present or future directors and officers
of the corporation in connection with their service to, or status with, the
corporation or any other corporation, entity or enterprise with which such
person is serving at the express written request of the corporation.

<PAGE>

                                   ARTICLE VI
                                     SHARES

         Section 6.1. Issuance of Shares. The Board of Directors is authorized
and empowered to issue shares of the capital stock of the corporation to the
full amount authorized by the Articles of Incorporation and all amendments
thereto in such amounts and at such times as may be determined by the Board of
Directors and as permitted by law.

         Section 6.2. Certificates. Certificates for shares of the capital stock
of the corporation shall be in such form or forms as may be determined by the
Board of Directors or those actually used in the event the Board fails to act.
There shall be no uncertificated shares. Each shareholder shall be entitled to a
certificate representing his or her shares of stock, signed by the
President/Chief Executive Officer or a Vice President, and by the Secretary or
an Assistant Secretary, if one has been elected or appointed, otherwise (or if
the Treasurer and the President/Chief Executive Officer are the same person), by
the Treasurer/Chief Financial Officer or an Assistant Treasurer; provided,
however, that where a certificate is countersigned by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
corporation and registered by a registrar, the signatures of said officers on
such certificates for shares may be facsimiles. If a person signs or has a
facsimile signature placed upon a certificate while an officer, transfer agent,
or registrar of the corporation, the certificate may be issued by the
corporation even if the person has ceased to have that capacity before the
certificate is issued with the same effect as if the person had that capacity at
the date of its issue. All certificates for shares shall be consecutively
numbered or otherwise identified, and shall state the name of the corporation,
that it is organized under the laws of the State of Minnesota, the name of the
person to whom the shares are issued, the number and class of shares, and the
designation of the series, if any, that the certificate represents. The name of
the person to whom the shares are issued with the number of shares and date of
issue shall be entered on the books of the corporation.

         Section 6.3. Transfer of Shares. The shares of stock of the corporation
shall be transferable upon its books only by persons named in the certificates
or by attorney lawfully constituted in writing, and upon surrender to the
corporation of the old stock certificates, properly endorsed, to the person in
charge of the stock and transfer books and designate, by whom they shall be
cancelled. New certificates for the shares shall thereupon be issued to the
person entitled to such new certificates. A record shall be made of each
transfer, and whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer.

         Section 6.4. Lost Certificates. Any shareholder claiming a certificate
of shares to be lost, stolen or destroyed shall make an affidavit or affirmation
of that fact in such form as the Board of Directors may require, and shall, if
the Board of Directors so requires:

                  (a) advertise such fact in such manner as the Board of 
         Directors may require;

                  (b) give to the corporation and its transfer agent and
         registrar, if any, a bond of indemnity in open penalty as to amount or
         in such other sum as the Board of Directors may direct, in form
         satisfactory to the Board of Directors and to the transfer agent and
         registrar of the corporation, if any, and with or without such sureties
         as the Board of Directors with the approval of the transfer agent and
         registrar, if any, may prescribe; and

<PAGE>

                  (c) satisfy such other requirements as may be imposed by the
         Board.

         If notice by the shareholder of the loss, destruction, or wrongful
taking of a certificate is received by the corporation before the corporation
has received notice that the shares represented by such certificate have been
acquired by a bona fide purchaser, and if the foregoing requirements imposed by
the Board are satisfied, then the Board of Directors shall authorize the
issuance of a new certificate for shares of the same tenor and for the same
number of shares as the one alleged to have been lost or destroyed.

         Section 6.5. Dividends. The Board of Directors may declare dividends to
the extent permitted by Section 302A.551 of the Minnesota Business Corporation
Act as and when it deems expedient. Before declaring any dividend, there may be
reserved out of the accumulated profits such sums as the Board of Directors from
time to time, in its discretion, thinks proper for working capital or as a
reserve fund to meet contingencies or for equalizing dividends, or for such
other purposes as the Board of Directors shall think conducive to the interests
of the corporation.

         Shareholders entitled to payment of such dividend shall be those
shareholders of record on the date fixed by the Board for closing of the books
of the corporation. If no date for closing of the books is fixed by the Board,
the shareholders entitled to payment of the dividend shall be the shareholders
of record on the date on which the resolution declaring such dividend is adopted
by the Board.

                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 7.1. Books of Account. The corporation shall keep such books of
account as are required by Section 302A.461 of the Minnesota Business
Corporations Act and every shareholder shall have a right to examine such books,
in person or by agent or attorney, to the extent provided in such Section.

         Section 7.2. Corporate Seal. If so directed by the Board of Directors,
the corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
corporation. The seal need only include the word "seal", but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by law.

         Section 7.3. Checks and Documents. All checks or demands for money and
notes of the corporation and all other instrument, documents or needs of every
kind, nature and description required to be executed in the name and in behalf
of the corporation shall be signed by such of the officers or agents of the
corporation as the Board of Directors may from time to time by resolution
designate and determine.

<PAGE>

         Section 7.4. Fiscal Year. The fiscal year of this corporation shall be
as determined by resolution of the Board of Directors.

         Section 7.5. Amendments to Bylaws. These Bylaws may be amended or
altered by the vote of a majority of the Board of Directors present at any
meeting provided that notice of such proposed amendments shall have been given
in the notice given to the directors of such meeting. Such authority of the
Board of Directors is subject to the power of the shareholders to change or
repeal such Bylaws as prescribed by statute and subject to any other limitations
on such authority prescribed by statute.


                          THESE BYLAWS WERE ADOPTED ON
                                  July 7, 1988
                   BY RESOLUTION OF THE BOARD OF DIRECTORS OF
                                  SPARTA CORP.



                                    /s/ Jeffrey D. Anderson
                                    Jeffrey D. Anderson,
                                    Secretary