AS ACCEPTED JUNE 10, 1980


                                     BYLAWS

                                       OF

                             TAURUS OIL CORPORATION

                               ARTICLE I. OFFICES
                               ------------------

     THE  PRINCIPAL  OFFICE OF THE CORPORATION IN THE STATE OF COLORADO SHALL BE
LOCATED  IN  THE CITY OF DENVER, COUNTY OF DENVER. THE CORPORATION MAY HAVE SUCH
OTHER  OFFICES,  EITHER WITHIN OR WIHTOUT THE STATE OF INCORPORTION AS THE BOARD
OF = DIRECTORS MAY DESIGNATE OR AS THE BUSINESS OF THE CORPORATION MAY FROM TIME
TO  TIME  REQUIRE.

                            ARTICLE II. STOCKHOLDERS
                            ------------------------


     SECTION 1. ANNUAL MEETING.  THE ANNUAL MEETING OF THE STOCKHOLDERS SHALL BE
                ---------------
HELD  AT SUCH TIME AS MAY BE FIXED BY THE BOARD OF DIRECTORS; PROVIDED, HOWEVER,
THAT  IF THE BOARD OF DIRECTORS FAILS TO FIX A TIME, THE ANNUAL MEETING SHALL BE
HELD  ON  THE  SECOND  TUESDAY OF JUNE IN EACH YEAR AT THE HOUR OF 2:00 P.M. THE
ANNUAL  MEETING  OF  THE  STOCKHOLDERS SHALL BE HELD FOR THE PURPOSE OF ELECTING
DIRECTORS  AND FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE
MEETING.  IF  THE DAY FIXED FOR THE ANNUAL MEETING SHALL BE A LEGAL HOLIDAY SUCH
MEETING  SHALL  BE  HELD  ON  THE  NEXT  SUCCEED-ING  BUSINESS  DAY.


     SECTION  2.  SPECIAL MEETINGS. SPECIAL MEETINGS OF THE STOCKHOLDERS FOR ANY
                  -----------------
PURPOSE  OR  PURPOSES,  UNLESS OTHERWISE PRESCRIBED BY STATUTE, MAY BE CALLED BY
THE PRESIDENT OR BY THE BOARD OF DIRECTORS, AND SHALL BE CALLED BY THE PRESIDENT
AT  THE  REQUEST  OF  THE  HOLDERS OF NOT LESS THAN TEN PERCENT (10%) OF ALL THE
OUTSTANDING  SHARES  OF  THE  CORPORATION  EN-TITLED  TO  VOTE  AT  THE MEETING.

     SECTION  3.  PLACE  OF  MEETING.  THE  BOARD OF DIRECTORS MAY DESIGNATE ANY
                  -------------------
PLACE,  EITHER  WITHIN  OR  WITHOUT  THE  STATE  UNLESS  OTHERWISE PRESCRIBED BY
STATUTE,  AS  THE  PLACE  OF  MEET-ING FOR ANY ANNUAL MEETING OR FOR ANY SPECIAL
MEETING  CALLED  BY  THE  BOARD  OF  DIRECTORS. A WAIVER OF NOTICE SIGNED BY ALL

<PAGE>

                                                                               2

STOCKHOLDERS  ENTITLED  TO  VOTE  AT  A  MEETING MAY DESIGNATE ANY PLACE, EITHER
WITHIN OR WITHOUT THE STATE UNLESS OTHERWISE PRESCRIBED BY STATUTE, AS THE PLACE
FOR  HOLDING SUCH MEETING. IF NO DESIGNATION IS MADE, OR IF A SPECIAL MEETING BE
OTHER-WISE  CALLED,  THE  PLACE  OF MEETING SHALL BE THE PRINCIPAL OFFICE OF THE
CORPORATION  IN  THE  STATE  OF  COLORADO.

     SECTION  4. NOTICE OF MEETING. WRITTEN OR PRINTED NOTICE STATING THE PLACE,
                 ------------------
DAY  AND  HOUR  OF THE MEETING AND, IN CASE OF A SPECIAL MEETING, THE PURPOSE OR
PURPOSES  FOR  WHICH THE MEETING IS CALLED, SHALL BE DELIVERED NOT LESS THAN TEN
(10)  NOR  MORE  THAN  FIFTY  (50)  DAYS  BEFORE THE DATE OF THE MEETING, EITHER
PERSONALLY  OR  BY  MAIL,  BY  OR  AT  THE  DIRECTION  OF  THE PRESIDENT, OR THE
SECRETARY, OR THE OFFICER OR PERSCMS CALLING THE MEETING, TO EACH STOCKHOLDER OF
RECORD  ENTITLED TO VOTE AT SUCH MEETING. IF MAILED, SUCH NOTICE SHALL BE DEEMED
TO  BE  DELIVERED  WHEN  DEPOSITED  IN  THE UNITED STATES MAIL, ADDRESSED TO THE
STOCKHOLDER  AT  HIS  ADDRESS  AS  IT APPEARS ON THE STOCK TRANSFER BOOKS OF THE
CORPORATION,  WITH  POSTAGE  THEREON  PREPAID.

     SECTION  5.  CLOSING  OF  TRANSFER  BOOKS OR FIXING OF RECORD DATE. FOR THE
                  ------------------------------------------------------
PURPOSE  OF  DETERMINING  STOCKHOLDERS  ENTITLED  TO NOTICE OF OR TO VOTE AT ANY
MEETING OF STOCK-HOLDERS OR ANY ADJOURNMENT THEREOF, OR STOCKHOLDERS ENTITLED TO
RECEIVE  PAYMENT  OF  ANY  DIVIDEND,  OR  IN  ORDER  TO  MAKE A DETERMINATION OF
STOCKHOLDERS  FOR  ANY  OTHER PROPER PURPOSE, THE BOARD OF DIRECTORS MAY PROVIDE
THAT  THE  STOCK  TRANSFER  BOOKS SHALL BE CLOSED FOR A STATED PERIOD BUT NOT TO
EXCEED,  IN  ANY  CASE,  FIFTY  (50)  DAYS. IF THE STOCK TRANSFER BOOKS SHALL BE
CLOSED  FOR  THE PURPOSE OF DETERMINING STOCKHOLDERS ENTITLED TO NOTICE OF OR TO
VOTE  AT A MEETING OF STOCK-HOLDERS, SUCH BOOKS SHALL BE CLOSED FOR AT LEAST TEN
(10)  DAYS  IMMEDIATELY  PRECEDING  SUCH  MEETING.  IN LIEU OF CLOSING THE STOCK
TRANSFER  BOOKS,  THE BOARD OF DIRECTORS MAY FIX IN ADVANCE A DATE AS THE RECORD
DATE FOR ANY SUCH DETERMINATION OF STOCKHOLDERS, SUCH DATE IN ANY CASE TO BE NOT
MORE  THAN  FIFTY  I50) DAYS AND, IN CASE OF A MEETING OF STOCKHOLDERS, NOT LESS
THAN  TEN  (10)  DAYS PRIOR TO THE DATE ON WHICH THE PARTICULAR ACTION REQUIRING
SUCH  DETERMINATION OF STOCK-HOLDERS IS TO BE TAKEN. IF THE STOCK TRANSFER BOOKS
ARE NOT CLOSED AND NO RECORD DATE IS FIXED FOR THE DETERMINATION OF STOCKHOLDERS
ENTITLED  TO  NOTICE OF OR TO VOTE AT A MEETING OF STOCKHOLDERS, OR STOCKHOLDERS
ENTITLED  TO  RECEIVE  PAYMENT  OF  A  DIVIDEND, THE DATE ON WHICH NOTICE OF THE
MEETING  IS MAILED OR THE DATE ON WHICH THE RESOLUTION OF THE BOARD OF DIRECTORS

<PAGE>

                                                                               3

DECLARING SUCH DIVIDEND IS ADOPTED, AS THE CASE MAY BE, SHALL BE THE RECORD DATE
FOR  SUCH  DETERMINATION  OF  STOCKHOLDERS. WHEN A DETERMINATION OF STOCKHOLDERS
ENTITLED  TO  VOTE  AT  ANY MEETING OF STOCKHOLDERS HAS BEEN MADE AS PROVIDED IN
THIS  SECTION,  SUCH  DETERMINATION  SHALL  APPLY  TO  ANY  ADJOURNMENT THEREOF.

     SECTION  6.  VOTING  LISTS. THE OFFICER OR AGENT HAVING CHARGE OF THE STOCK
                  --------------
TRANSFER  BOOKS FOR SHARES OF THE CORPORATION SHALL MAKE, AT LEAST TEN (10) DAYS
BEFORE  EACH  MEETING  OF  STOCKHOLDERS,  A  COMPLETE  LIST  OF THE STOCKHOLDERS
ENTITLED  TO  VOTE  AT  SUCH  MEETING,  OR  ANY ADJOURNMENT THEREOF, ARRANGED IN
ALPHABETICAL  ORDER,  WITH THE ADDRESS OF AND THE NUMBER OF SHARES HELD BY EACH,
WHICH  LIST,  FOR A PERIOD OF TEN (10) DAYS PRIOR TO SUCH MEETING, SHALL BE KEPT
ON  FILE  AT  THE  PRINCIPAL  OFFICE  OF THE CORPORATION AND SHALL BE SUBJECT TO
INSPECTION BY ANY STOCKHOLDER AT ANY TIME DURING USUAL BUSINESS HOURS. SUCH LIST
SHALL  ALSO  BE PRODUCED AND KEPT OPEN, AT THE TIME AND PLACE OF THE MEETING AND
SHALL  BE  SUBJECT TO THE INSPECTION OF ANY STOCKHOLDER DURING THE WHOLE TIME OF
THE  MEETING.  THE ORIGINAL STOCK TRANSFER BOOK SHALL BE PRIMA FACIE EVIDENCE AS
TO  WHO  ARE THE STOCKHOLDERS ENTITLED TO EXAMINE SUCH LIST OR TRANSFER BOOKS OR
TO  VOTE  AT  THE  MEETING  OF  STOCKHOLDERS.

     SECTION  7.  QUORUM.  AT  ANY  MEETING  OF  STOCKHOLDERS, A MAJORITY OF THE
                  -------
OUTSTANDING SHARES OF THE CORPORATION ENTITLED TO VOTE, REPRESENTED IN PERSON OR
BY PROXY, SHALL CONSTITUTE A QUORUM. IF LESS THAN SAID NUMBER OF THE OUTSTANDING
SHARES ARE REPRESENTED AT A MEETING, A MAJORITY OF THE SHARES SO REPRESENTED MAY
ADJOURN THE MEETING FROM TIME TO TIME WITHOUT FURTHER NOTICE; PROVIDED, HOWEVER,
THAT NO SINGLE ADJOURNMENT MAY EXCEED SIXTY (60) DAYS. AT SUCH ADJOURNED MEETING
AT  WHICH  A  QUORUM  SHALL  BE  PRESENT  OR  REPRESENTED,  ANY  BUSINESS MAY BE
TRANSACTED  WHICH  MIGHT  HAVE  BEEN  TRANSACTED  AT  THE  MEETING AS ORIGINALLY
NOTIFIED.  THE  STOCKHOLDERS PRESENT AT A DULY ORGANIZED MEETING MAY CONTINUE TO
TRANSACT  BUSINESS  UNTIL  ADJOURNMENT, NOTWITHSTANDING THE WITHDRAWAL OF ENOUGH
STOCKHOLDERS  TO  LEAVE  LESS  THAN  A  QUORUM.

     SECTION 8. PROXIES. AT ALL MEETINGS OF STOCKHOLDERS, A STOCKHOLDER MAY VOTE
                --------
BY  PROXY  EXECUTED  IN  WRITING  BY  THE  STOCKHOLDER OR BY HIS DULY AUTHORIZED
ATTORNEY  IN  FACT.  SUCH  PROXY  SHALL  BE  FILED  WITH  THE  SECRETARY  OF THE
CORPORATION  BEFORE OR AT THE TIME OF THE MEETING. NO PROXY SHALL BE VALID AFTER
ELEVEN  MONTHS  FROM THE DATE OF ITS EXECUTION, UNLESS OTHERWISE PROVIDED IN THE
PROXY.

                                                                               4

     SECTION  9.  VOTING.  EACH  STOCKHOLDER  ENTITLED  TO  VOTE
                  -------

IN  ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE CERTIFICATE OF INCORPORATION
AND  THESE BYLAWS SHALL BE ENTITLED TO ONE VOTE, IN PERSON OR BY PROXY, FOR EACH
SHARE  OF  STOCK  ENTITLED TO VOTE HELD BY SUCH STOCKHOLDERS. UPON THE DEMAND OF
ANY STOCKHOLDER, THE VOTE FOR DIRECTORS AND UPON ANY QUESTION BEFORE THE MEETING
SHALL  BE  BY  BALLOT. ALL ELECTIONS FOR DIRECTORS SHALL BE DECIDED BY PLURALITY
VOTE OF THE SHARES REPRESENTED AT THE MEETING AND ENTITLED TO VOTE THERE ON; ALL
OTHER  QUESTIONS  SHALL BE DECIDED BY MAJORITY VOTE OF THE SHARES REPRESENTED AT
THE  MEETING  AND  ENTITLED  TO VOTE THEREON EXCEPT AS OTHERWISE PROVIDED BY THE
CERTIFICATE  OF  INCORPORATION  OR  THE  LAWS  OF  THE  STATE  OF  COLORADO.

     SECTION 10. ORDER OF BUSINESS. THE ORDER OF BUSINESS AT ALL MEETINGS OF THE
                 ------------------
STOCKHOLDERS,  SHALL  BE  AS  FOLLOWS:

1.     ROLL  CALL.

2.     PROOF  OF  NOTICE  OF  MEETING  OR  WAIVER  OF  NOTICE.

3.     READING  OF  MINUTES  OF  PRECEDING  MEETING.

4.     REPORTS  OF  OFFICERS.

5.     REPORTS  OF  COMMITTEES.

6.     ELECTION  OF  DIRECTORS.

7.     UNFINISHED  BUSINESS.

8.     NEW  BUSINESS.

     SECTION  11.  INFORMAL ACTION BY STOCKHOLDERS. UNLESS OTHERWISE PROVIDED BY
                   --------------------------------
LAW,  ANY  ACTION  REQUIRED TO BE TAKEN AT A MEETING OF THE STOCKHOLDERS, OR ANY
OTHER  ACTION  WHICH MAY BE TAKEN AT A MEETING OF THE STOCKHOLDERS, MAY BE TAKEN
WITHOUT  A  MEETING  IF A CONSENT IN WRITING, SETTING FORTH THE ACTION SO TAKEN,
SHALL  BE SIGNED BY ALL OF THE STOCKHOLDERS ENTITLED TO VOTE WITH RESPECT TO THE
SUBJECT  MATTER  THEREOF.

                         ARTICLE III. BOARD OF DIRECTORS
                         -------------------------------

     SECTION  1.  GENERAL  POWERS.  THE  BUSINESS AND AFFAIRS OF THE CORPORATION
                  ----------------
SHALL  BE  MANAGED  BY ITS BOARD OF DIRECTORS.  THE DIRECTORS SHALL IN ALL CASES
ACT AS A BOARD, AND THEY MAY ADOPT SUCH RULES AND REGULATIONS FOR THE CONDUCT OF
THEIR
MEETINGS  AND  THE  MANAGEMENT  OF THE CORPORATION, AS THEY MAY DEEM PROPER, NOT
INCONSISTENT  WITH  THESE  BYLAWS  AND  THE  LAWS
OF  THE  STATE  OF  COLORADO.

     SECTION  2.  NUMBER,  TENURE AND QUALIFICATIONS. THE NUMBER OF DIRECTORS OF
                  -----------------------------------
THE  CORPORATION  SHALL  BE  NOT  LESS  THAN

<PAGE>
                                                                               5

THREE  OR  MORE THAN NINE AS MAY BE FIXED FROM TIME TO TIME BY RESOLUTION OF THE
BOARD  OF  DIRECTORS;  PROVIDED,  HOWEVER,  THAT  NO  DECREASE  IN THE NUMBER OF
DIRECTORS  SHALL  HAVE  THE  EFFECT  OF  SHORTENING  THE  TERM  OF ANY INCUMBENT
DIRECTOR.  EACH  DIRECTOR  SHALL  HOLD  OFFICE  UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS  AND  UNTIL  HIS  SUCCESSOR  SHALL HAVE BEEN ELECTED AND QUALIFIED.

     SECTION  3.  REGULAR  MEETINGS. A REGULAR MEETING OF THE DIRECTORS SHALL BE
                  ------------------
HELD  WITHOUT  OTHER  NOTICE  THAN THIS BYLAW IMMEDIATELY AFTER, AND AT THE SAME
PLACE  AS,  THE  ANNUAL  MEETING  OF STOCKHOLDERS. THE DIRECTORS MAY PROVIDE, BY
RESOLUTION,  THE  TIME  AND PLACE FOR THE HOLDING OF ADDITIONAL REGULAR MEETINGS
WITHOUT  OTHER  NOTICE  THAN  SUCH  RESOLUTION.

     SECTION  4.  SPECIAL  MEETINGS.  SPECIAL  MEETINGS  OF THE DIRECTORS MAY BE
                  ------------------
CALLED BY OR AT THE REQUEST OF THE PRESIDENT OR ANY TWO DIRECTORS. THE PERSON OR
PERSONS  AUTHORIZED  TO CALL SPECIAL MEETINGS OF THE DIRECTORS MAY FIX THE PLACE
FOR  HOLDING  ANY  SPECIAL  MEETING  OF  THE  DIRECTORS  CALLED  BY  THEM.

     SECTION  5.  NOTICE.  NOTICE OF ANY SPECIAL MEETING SHALL BE GIVEN AT LEAST
                  -------
FIVE  (5)  DAYS PREVIOUSLY THERETO BY WRITTEN NOTICE DELIVERED PERSONALLY, OR BY
TELEGRAM  OR  MAILED  TO  EACH DIRECTOR AT HIS BUSINESS ADDRESS. IF MAILED, SUCH
NOTICE  SHALL BE DEEMED TO BE DELIVERED WHEN DEPOSITED IN THE UNITED STATES MAIL
SO ADDRESSED, WITH POSTAGE THEREON PREPAID. IF NOTICE BE GIVEN BY TELEGRAM, SUCH
NOTICE  SHALL  BE  DEEMED  TO BE DELIVERED WHEN THE TELEGRAM IS DELIVERED TO THE
TELEGRAPH  COMPANY. 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.

     SECTION  6. QUORUM. AT ANY MEETING OF THE DIRECTORS A MAJORITY OF THE TOTAL
                 -------
NUMBER  OF  DIRECTORS SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS,
BUT  IF  LESS  THAN  SAID  NUMBER  IS  PRESENT  AT  A MEETING, A MAJORITY OF THE
DIRECTORS  PRESENT  MAY  ADJOURN  THE  MEETING FROM TIME TO TIME WITHOUT FURTHER
NOTICE.

     SECTION  7.  MANNER  OF  ACTING.  THE  ACT OF THE MAJORITY OF THE DIRECTORS
                  -------------------
PRESENT AT A MEETING AT WHICH A QUORUM I'S PRESENT SHALL BE THE ACT OF THE BOARD
OF  DIRECTORS.  MEETINGS  OF  THE  BOARD  OF DIRECTORS SHALL BE CONDUCTED BY THE
CHAIRMAN

<PAGE>
                                                                               6

OF  THE  BOARD,  IF  ANY,  OR  BY  THE PRESIDENT OR, IF NEITHER IS PRESENT, BY A
CHAIRMAN  TO  BE  ELECTED  AT  THE  MEETING.

     SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.  NEWLY  CREATED
                  ----------------------------------------------
DIRECTORSHIPS  RESULTING  FROM  AN  INCREASE  IN  THE  NUMBER  OF  DIRECTORS AND
VACANCIES  OCCURRING IN THE BOARD OF DIRECTORS FOR ANY REASON EXCEPT THE REMOVAL
OF  DIRECTORS  WITHOUT  CAUSE  MAY  BE  FILLED  BY  A  VOTE OF A MAJORITY OF THE
DIRECTORS  THEN  IN  OFFICE,  ALTHOUGH  LESS  THAN  A  QUORUM  EXISTS. VACANCIES
OCCURRING BY REASON OF THE REMOVAL OF DIRECTORS WITHOUT CAUSE SHALL BE FILLED BY
VOTE  OF  THE  STOCKHOLDERS.  A  DIRECTOR  ELECTED  TO  FILL A VACANCY CAUSED BY
RESIGNATION,  DEATH OR REMOVAL SHALL BE ELECTED TO HOLD OFFICE FOR THE UNEXPIRED
TERM  OF  HIS  PREDECESSOR.

     SECTION  9. REMOVAL. AT A MEETING OF STOCKHOLDERS CALLED EXPRESSLY FOR-THAT
                 --------
PURPOSE,  THE  ENTIRE BOARD OF DIRECTORS, OR ANY MEMBER THEREOF, 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  10.  RESIGNATION.  A  DIRECTOR  MAY  RESIGN  AT ANY TIME BY GIVING
                   ------------
WRITTEN  TO  THE  BOARD  OF  DIRECTORS,  THE  PRESIDENT  OR THE SECRETARY OF THE
CORPORATION.  UNLESS  OTHERWISE  SPECIFIED  IN THE NOTICE, THE RESIGNATION SHALL
TAKE  EFFECT  UPON  RECEIPT  THEREOF  BY  THE  BOARD  OR  SUCH  OFFICER, AND THE
ACCEPTANCE  OF  THE  RESIGNATION  SHALL  NOT  BE NECESSARY TO MAKE IT EFFECTIVE.

     SECTION  11.  COMPENSATION.  NO COMPENSATION SHALL BE PAID TO DIRECTORS, AS
                   -------------
SUCH,  FOR  THEIR  SERVICES, BUT BY RESOLUTION OF THE BOARD OF DIRECTORS A FIXED
SUM AND EXPENSES FOR ACTUAL ATTENDANCE AT EACH REGULAR OR SPECIAL MEETING OF THE
BOARD MAY BE AUTHORIZED. NOTHING HEREIN CONTAINED SHALL BE CONSTRUED TO PRECLUDE
ANY  DIRECTOR  FROM  SERVING THE CORPORATION IN ANY OTHER CAPACITY AND RECEIVING
COMPENSATION  THEREFOR.

     SECTION  12.  PRESUMPTION  OF  ASSENT. A DIRECTOR-OF THE CORPORATION WHO IS
                   ------------------------
PRESENT AT A MEETING OF THE DIRECTORS AT WHICH ACTION ON ANY CORPORATE MATTER IS
TAKEN  SHALL  BE PRESUMED TO HAVE ASENTED 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 P~RSON ACTING AS THE SECRETARY OF THE
MEETING  BEFORE  THE  ADJOURNMENT  THEREOF  OR  SHALL  FORWARD  SUCH  DISSENT BY
REGISTERED  MAIL  TO  THE SECRETARY OF THE CORPORATION IMMEDIATELY AFTER THE AD-

<PAGE>
                                                                               7

JOURNMENT  OF  THE  MEETING. SUCH RIGHT TO DISSENT SHALL NOT APPLY TO A DIRECTOR
WHO  VOTED  IN  FAVOR  OF  SUCH  ACTION.

     SECTION  13.  EXECUTIVE  AND  OTHER  COMMITTEES. THE BOARD OF DIRECTORS, BY
                   ----------------------------------
RESOLUTION  ADOPTED  BY  A MAJORITY OF THE NUMBER OF DIRECTORS FIXED PURSUANT TO
THESE  BYLAWS,  MAY  DESIGNATE FROM AMONG ITS MEMBERS AN EXECUTIVE COMMITTEE AND
OTHER  COMMITTEES,  EACH  CONSISTING  OF  THREE  OR  MORE  DIRECTORS.  EACH SUCH
COMMITTEE  SHALL  SERVE AT THE PLEASURE OF THE BOARD AND, TO THE EXTENT PROVIDED
IN  THE  RESOLUTION,  SHALL  HAVE ALL OF THE AUTHORITY OF THE BOARD OF DIRECTORS
EXCEPT THAT NO SUCH COMMITTEE SHALL HAVE THE AUTHORITY OF THE BOARD OF DIRECTORS
IN  REFERENCE  TO  AMENDING  THE  ARTICLES  OF INCORPORATION, ADOPTING A PLAN OF
MERGER  OR  CONSOLIDATION,  RECOMMENDING  TO  THE  STOCKHOLDERS THE SALE, LEASE,
EXCHANGE  OR  OTHER  DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND
ASSETS  OF THE CORPORATION OTHERWISE THAN IN THE USUAL AND REGULAR COURSE OF ITS
BUSINESS,  RECOMMENDING  TO  THE  STOCKHOLDERS  A  VOLUNTARY  DISSOLUTION OF THE
CORPORATION  OR A REVOCATION THEREOF, OR AMENDING THE BYLAWS OF THE CORPORATION.
THE DESIGNATION OF SUCH COMMITTEES AND THE DELEGATION THERETO OF AUTHORITY SHALL
NOT  OPERATE  TO  RELIEVE  THE BOARD OF DIRECTORS, OR ANY MEMBER THEREOF, OF ANY
RESPONSIBILITY  IMPOSED  BY  LAW.

ARTICLE  IV.  OFFICERS

     SECTION  1.  NUMBER.  THE OFFICERS OF THE CORPORATION SHALL BE A PRESIDINT,
                  -------
ONE  OR MORE VICE PRESIDENTS, A SECRETARY AND A TREASURER, EACH OF WHOM SHALL BE
ELECTED BY THE BOARD OF DIRECTORS. SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS
MAY  BE  DEEMED NECESSARY MAY BE ELECTED OR APPOINTED BY THE BOARD OF DIRECTORS.

     SECTION  2. ELECTION AND TERM OF OFFICE. THE OFFICERS OF THE CORPORATION TO
                 ----------------------------
BE  ELECTED  BY  THE  BOARD  OF DIRECTORS SHALL BE ELECTED ANNUALLY AT THE FIRST
MEETING OF THE DIRECTORS HELD AFTER THE ANNUAL MEETING OF THE STOCKHOLDERS. EACH
OFFICER  SHALL  HOLD OFFICE UNTIL HIS SUCCESSOR SHALL HAVE BEEN DULY ELECTED AND
SHALL  HAVE  QUALIFIED OR UNTIL HIS DEATH OR UNTIL HE SHALL RESIGN OR SHALL HAVE
BEEN  REMOVED  IN  THE  MANNER  HEREINAFTER  PROVIDED.

     SECTION  3. REMOVAL. ANY OFFICER OR AGENT ELECTED OR APPOINTED BY THE BOARD
                 --------
OF  DIRECTORS  MAY  BE  REMOVED  BY  THE

<PAGE>
                                                                               8

BOARD  WHENEVER  IN  ITS JUDGMENT THE BEST INTERESTS OF THE CORPORATION WOULD BE
SERVED  THEREBY,  BUT  SUCH  REMOVAL  SHALL BE WITHOUT PREJUDICE TO THE CONTRACT
RIGHTS,  IF  ANY,  OF  THE  PERSON  SO  REMOVED.

     SECTION 4. VACANCIES. A VACANCY IN ANY OFFICE BECAUSE OF DEATH, RESIGNATION
                ----------
REMOVAL,  DISQUALIFICATION OR OTHERWISE, MAY BE FILLED BY THE BOARD OF DIRECTORS
FOR  THE  UNEXPIRED  PORTION  OF  THE  TERM.

     SECTION  5.  PRESIDENT.  THE  PRESIDENT  SHALL  BE  THE PRINCIPAL EXECUTIVE
                  ----------
OFFICER  OF  THE  CORPORATION  AND,  SUBJECT  TO  THE  CONTROL  OF  THE BOARD OF
DIRECTORS,  SHALL  IN  GENERAL  SUPERVISE  AND  CONTROL  ALL OF THE BUSINESS AND
AFFAIRS  OF THE: CORPORATION. HE SHALL, WHEN PRESENT, PRESIDE AT ALL MEETINGS OF
THE  STOCKHOLDERS AND, IN THE ABSENCE OR INABILITY OF THE CHAIRMAN OF THE BOARD,
OF  THE  BOARD OF DIRECTORS. HE MAY SIGN, WITH THE SECRETARY OR ANY OTHER PROPER
OFFICER  OF  THE  CORPORATION  THEREUNTO  AUTHORIZED  BY THE BOARD OF DIRECTORS,
CERTIFICATES  FOR  SHARES  OF  THE  CORPORATION,  ANY  DEEDS,  MORTGAGES, BONDS,
CONTRACTS OR OTHER INSTRUMENTS WHICH THE BOARD OF DIRECTORS HAS AUTHORIZED TO BE
EXECUTED,  EXCEPT  IN  CASES  WHERE  THE  SIGNING AND EXECUTION THEREOF SHALL BE
EXPRESSLY  DELEGATED  BY THE BOARD OF DIRECTORS OR BY THESE BYLAWS TO SOME OTHER
OFFICER OR AGENT OF THE CORPORATION, OR SHALL BE REQUIRED BY LAW TO BE OTHERWISE
SIGNED  OR  EXECUTED;  AND  IN  GENERAL SHALL PERFORM ALL DUTIES INCIDENT TO THE
OFFICE  OF  PRESIDENT AND SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF
DIRECTORS  FROM  TIME  TO  TIME.

     SECTION  6. VICE PRESIDENTS. IN THE ABSENCE OF THE President or in event of
                 ----------------
his  death,  inability  or  refusal to ACT, THE VICE PRESIDENT (OR, IN THE EVENT
THAT  THERE  IS  MORE  THAN ONE VICE PRESIDENT, THE VICE PRESIDENTS IN THE ORDER
DESIGNATED AT THE TIME OF THEIR ELECTION, OR, IN THE ABSENCE OF ANY DESIGNATION,
THEN  IN THE ORDER OF THEIR ELECTION) SHALL PERFORM THE DUTIES OF THE PRESIDENT,
AND  WHEN  SO  ACTING,  SHALL  HAVE  ALL THE POWERS OF AND BE SUBJECT TO ALL THE
RESTRICTIONS  UPON  THE  PRESIDENT.  ANY VICE PRESIDENT SHALL PERFORM SUCH OTHER
DUTIES  AS FROM TIME TO TIME MAY BE ASSIGNED BY THE PRESIDENT OR BY THE BOARD OF
DIRECTORS.

     SECTION  7. SECRETARY. THE SECRETARY SHALL KEEP THE MINUTES OF THE MEETINGS
                 ----------
OF  THE  STOCKHOLDERS  AND  THE DIRECTORS IN ONE OR MORE BOOKS PROVIDED FOR THAT
PURPOSE,  SEE  THAT  ALL  NOTICES  ARE  DULY  GIVEN  IN ACCORDANCE WITH THE PRO-

<PAGE>
                                                                               9

VISIONS  OF  THESE  BYLAWS  OR AS REQUIRED BY LAW, BE CUSTODIAN OF THE CORPORATE
RECORDS  AND  OF  THE  SEAL  OF  THE CORPORATION AND KEEP A REGISTER OF THE POST
OFFICE  ADDRESS OF EACH STOCKHOLDER WHICH SHALL BE FURNISHED TO THE SECRETARY BY
SUCH  STOCKHOLDER,  HAVE  GENERAL  CHARGE  OF  THE  STOCK  TRANSFER BOOKS OF THE
CORPORATION  AND  IN  GENERAL  PERFORM  ALL  DUTIES  INCIDENT  TO  THE OFFICE OF
SECRETARY  AND  SUCH OTHER DUTIES AS FROM TIME TO TIME MAY BE ASSIGNED TO HIM BY
THE  PRESIDENT  OR  BY  THE  BOARD  OF  DIRECTORS.

     SECTION  8. TREASURER. IF REQUIRED BY THE BOARD OF DIRECTORS, THE TREASURER
                 ----------
SHALL  GIVE A BOND FOR THE FAITHFUL DISCHARGE OF HIS DUTIES IN SUCH SUM AND WITH
SUCH SURETY OR SURETIES AS THE BOARD OF DIRECTORS SHALL DETERMINE. HE SHALL HAVE
CHARGE  AND  CUSTODY  OF  AND BE RESPONSIBLE FOR ALL FUNDS AND SECURITIES OF THE
CORPORATION;  RECEIVE  AND  GIVE  RECEIPTS  FOR  MONEYS  DUE  AND PAYABLE TO THE
CORPORATION  FROM ANY-SOURCE WHATSOEVER, AND DEPOSIT ALL SUCH MONEYS IN THE NAME
OF THE CORPORATION IN SUCH BANKS, TRUST COMPANIES OR OTHER DEPOSITORIES AS SHALL
BE  SELECTED  IN  ACCORDANCE WITH THESE BYLAWS AND IN GENERAL PERFORM ALL OF THE
DUTIES INCIDENT TO THE OFFICE OF TREASURER AND SUCH OTHER DUTIES AS FROM TIME TO
TIME  MAY  BE  ASSIGNED  TO  HIM  BY THE PRESIDENT OR BY THE BOARD OF DIRECTORS.

     SECTION  9. SALARIES. THE SALARIES OF THE OFFICERS SHALL BE FIXED FROM TIME
                 ---------
TO     TIME  BY  THE  DIRECTORS AND NO OFFICER SHALL BE PREVENTED FROM RECEIVING
SUCH  SALARY  BY  REASON  OF  THE  FACT  THAT  HE  IS ALSO     A DIRECTOR OF THE
CORPORATION.

     SECTION  10.  COMBINED  OFFICES. ANY TWO OR MORE OFFICES OF THE CORPORATION
                   ------------------
MAY BE COMBINED EXCEPT THOSE OF PRESIDENT AND SECRETARY. OFFICERS MAY ALSO SERVE
AS  DIRECTORS.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
                ------------------------------------------------

     SECTION  1.  CONTRACTS. THE BOARD OF DIRECTORS MAY AUTHORIZE ANY OFF~ICEROR
                  ----------
OFFICERS, AGENT OR AGENTS, TO ENTER INTO ANY CONTRACT OR EXECUTE AND DELIVER ANY
INSTRUMENT  IN  THE NAME OF AND ON BEHALF OF THE CORPORATION, AND SUCH AUTHORITY
MAY  BE  GENERAL  OR  CONFINED  TO  SPECIFIC  INSTANCES.

     SECTION 2. LOANS. NO LOANS SHALL BE CONTRACTED ON BEHALF OF THE CORPORATION
                ------
AND  NO  EVIDENCES OF INDEBTEDNESS SHALL BE ISSUED IN ITS NAME UNLESS AUTHORIZED
BY  A  RESOLUTION

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                                                                              10

OF THE BOARD OF DIRECTORS. SUCH AUTHORITY MAY BE GENERAL OR CONFINED TO SPECIFIC
INSTANCES.

     SECTION  3. CHECKS, DRAFTS, ETC. ALL CHECKS, DRAFTS OR OTHER ORDERS FOR THE
                 --------------------
PAYMENT OF MONEY, NOTES OR OTHER EVIDENCES OF INDEBTEDNESS ISSUED IN THE NAME OF
THE CORPORATION, SHALL BE SIGNED BY SUCH OFFICER OR OFFICERS, AGENT OR AGENTS OF
THE  CORPORATION  AND IN SUCH MANNER AS SHALL FROM TIME TO TIME BE DETERMINED BY
RESOLUTION  OF  THE  BOARD  OF  DIRECTORS.

     SECTION  4.  DEPOSITS.  ALL FUNDS OF THE CORPORATION NOT OTHERWISE EMPLOYED
                  ---------
SHALL  BE  DEPOSITED  FROM TIME TO TIME TO THE CREDIT OF THE CORPORATION IN SUCH
BANKS,  TRUST  COMPANIES  OR  OTHER  DEPOSITARIES  AS THE BOARD OF DIRECTORS MAY
SELECT.,

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
             ------------------------------------------------------

     SECTION 1. CERTIFICATES FOR SHARES. CERTIFICATES REPRESENTING SHARES OF THE
                ------------------------
CORPORATION SHALL IN SUCH FORM AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS.
SUCH  CERTIFICATES  SHALL  BE SIGNED BY THE PRESIDENT AND BY THE SECRETARY OR BY
SUCH  OTHER  OFFICERS  AUTHORIZED  BY  LAW  AND  BY  THE BOARD OF DIRECTORS. ALL
CERTIFICATES FOR SHARES SHALL BE CONSECUTIVELY NUMBERED OR OTHERWISE IDENTIFIED.
THE NAME AND ADDRESS OF THE STOCKHOLDERS, THE NUMBER OF SHARES AND DATE OF ISSUE
SHALL  BE  ENTERED  ON  THE  STOCK  TRANSFER  BOOKS  OF  THE  CORPORATION.  ALL
CERTIFICATES  SURRENDERED TO THE CORPORATION FOR TRANSFER SHALL BE CANCELLED AND
NO  NEW  CERTIFICATE  SHALL  BE  ISSUED  UNTIL THE FORMER CERTIFICATE FOR A LIKE
NUMBER  OF SHARES SHALL HAVE BEEN SURRENDERED AND CANCELLED, EXCEPT THAT IN CASE
OF  A  LOST, DESTROYED OR MUTILATED CERTIFICATE A NEW ONE MAY BE ISSUED THEREFOR
UPON  SUCH  TERMS AND INDEMNITY TO THE CORPORATION AS THE BOARD OF DIRECTORS MAY
PRESCRIBE.

     SECTION 2. TRANSFER OF SHARES. (A) UPON SURRENDER TO THE CORPORATION OR THE
TRANSFER  AGENT  OF THE CORPORATION OF A CERTIFICATE FOR SHARES DULY ENDORSED OR
ACCOMPANIED  BY  PROPER  EVIDENCE  OF  SUCCESSION,  ASSIGNMENT  OR  AUTHORITY TO
TRANSFER,  IT SHALL BE THE DUTY OF THE CORPORATION TO ISSUE A NEW CERTIFICATE TO
THE PERSON ENTITLED THERETO, AND CANCEL THE OLD CERTIFICATE; EVERY SUCH TRANSFER
SHALL  BE ENTERED ON THE TRANSFER BOOK OF THE CORPORATION WHICH SHALL BE KEPT AT
ITS  PRINCIPAL  OFFICE.

<PAGE>
                                                                              11

     (B)     THE  CORPORATION SHALL BE ENTITLED TO TREAT THE HOLDER OF RECORD OF
ANY SHARE AS THE HOLDER IN FACT THEREOF, AND, ACCORDINGLY, SHALL NOT BE BOUND TO
RECOGNIZE ANY EQUI-TABLE OR OTHER CLAIM TO OR INTEREST IN SUCH SHARE ON THE PART
OF  ANY  OTHER  PERSON  WHETHER  OR  NOT  IT  SHALL HAVE EXPRESS OR OTHER NOTICE
THEREOF,  EXCEPT  AS  EXPRESSLY  PROVIDED  BY THE LAWS OF THE STATE OF COLORADO.

                            ARTICLE VII. FISCAL YEAR
                            ------------------------

THE  FISCAL  YEAR  OF  THE  CORPORATION  SHALL  BE  THE  CALENDAR

YEAR.

                             ARTICLE VIII. DIVIDENDS
                             -----------------------

     THE  BOARD  OF DIRECTORS MAY FROM TIME TO TIME DECLARE, AND THE CORPORATION
MAY  PAY,  DIVIDENDS  ON ITS OUTSTANDING SHARES IN THE MANNER AND UPON THE TERMS
AND  CONDITIONS  PRO-VIDED  BY  LAW.

                                ARTICLE IX. SEAL
                                ----------------

     THE  BOARD  OF  DIRECTORS  SHALL  PROVIDE  A  CORPORATE SEAL WHICH SHALL BE
CIRCULAR  IN  FORM AND SHALL HAVE INSCRIBED THEREON THE NAME OF THE CORPORATION,
THE  STATE  OF  INCORPORA-TION,  YEAR  OF INCORPORATION AND THE WORDS "CORPORATE
SEAL."

                           ARTICLE X. WAIVER OF NOTICE
                           ---------------------------

     UNLESS  OTHERWISE  PROVIDED  BY  LAW, WHENEVER ANY NOTICE IS REQUIRED TO BE
GIVEN  TO ANY STOCKHOLDER OR DIRECTOR OF THE CORPORATION UNDER THE PROVISIONS OF
THESE  BYLAWS OR UNDER THE PROVISIONS OF THE ARTICLES OF INCORPORATION, A WAIVER
THEREOF  IN  WRITING,  SIGNED  BY THE PERSON OR PERSONS ENTITLED TO SUCH NOTICE,
WHETHER  BEFORE  OR AFTER THE TIME STATED THEREIN, SHALL BE DEEMED EQUIVALENT TO
THE  GIVING  OF  SUCH  NOTICE.

                             ARTICLE XI. AMENDMENTS
                             ----------------------

     THESE  BYLAWS  MAY  BE  ALTERED,  AMENDED OR REPEALED AND NEW BYLAWS MAY BE
ADOPTED  BY  A MAJORITY VOTE OF THE BOARD OF DIRECTORS AT ANY SPECIAL DIRECTORS'
MEETING  WHEN  THE  PROPOSED

<PAGE>
                                                                              12

AMENDMENT  HAS  BEEN  SET  OUT  IN  THE NOTICE OF SUCH MEETING OR AT ANY REGULAR
DIRECTORS'  MEETING.

                          ARTICLE XII. INDEMNIFICATION
                          ----------------------------

     SECTION  1.  POWER TO INDEMNIFY--THIRD PARTY ACTIONS. THE CORPORATION SHALL
                  ----------------------------------------
HAVE  POWER TO 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). THIS POWER TO INDEMNIFY SHALL ARISE ONLY
BY  REASON  OF THE FACT THAT THE PERSON IS OR WAS A DIRECTOR, OFFICER, EMPLOY~-E
OR  AGENT  OF  THE  CORPORATION  OR  IS  OR  WAS  SERVING  AT THE RDQUEST OF THE
CORPORATION  AS  A  DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANOTHER CORPORATION,
PARTNERSHIP,  JOINT  VENTURE,  TRUST  OR OTHER ENTERPRISE. THE CORPORATION SHALL
HAVE  THE  POWER  TO  INDEMNIFY  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 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,  IF  HE 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, AND, WITH RESPECT TO ANY CRIMINAL ACTION
OR  PROCEEDING,  THAT  HE  HAD  REASONABLE CAUSE TO BELIEVE THAT HIS CONDUCT WAS
UNLAWFUL.

     SECTION  2.  POWER  TO  INDEMNIFY--ACTIONS  BROUGHT  IN  THERIGHT  OF  THE
                  -------------------------------------------------------------
CORPORATION.     THE  CORPORATION  SHALL  HAVE POWER TO INDEMNIFY ANY PERSON WHO
         ---
WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING
OR  COMPLETED  ACTION OR SUIT 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 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.  THE
CORPORATION  SHALL  HAVE  THE  POWER  TO

<PAGE>
                                                                              13

INDEMNIFY  AGAINST  EXPENSES (INCLUDING ATTORNEYS' FEES) ACTUALLY AND REASONABLY
INCURRED  BY  HIM IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF SUCH ACTION OR
SUIT  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  TO  BE  LIABLE  FOR NEGLIGENCE OR MISCONDUCT IN THE
PERFORMANCE  OF  HIS  DUTY TO THE CORPORATION UNLESS AND ONLY TO THE EXTENT THAT
THE  COURT  IN  WHICH  SUCH  ACTION  OR  SUIT  WAS  BROUGHT SHALL DETERMINE UPON
APPLICATION  THAT,  DESPITE  THE  ADJUDICATION  OF  LIABILITY BUT IN VIEW OF ALL
CIRCUMSTANCES  OF  THE  CASE,  SUCH  PERSON IS FAIRLY AND REASONABLY ENTITLED TO
INDEMNITY  FOR  SUCH  EXPENSES  WHICH  SUCH  COURT  SHALL  DEEM  PROPER.

     SECTION  3.  RIGHT  TO  INDEMNIFICATION.  TO  THE  EXTENT  THAT A DIRECTOR,
                  ---------------------------
OFFICER,  EMPLOYEE OR AGENT OF THE CORPORATION HAS BEEN SUCCESSFUL ON THE MERITS
OR  OTHERWISE  IN  DEFENSE  OF ANY ACTION, SUIT OR PROCEEDING REFERRED TO IN THE
ABOVE  SECTIONS 1 AND 2, OR IN DEFENSE OF ANY CLAIM, ISSUE OR MATTER THEREIN, HE
SHALL  BE  INDEMNIFIED AGAINST EXPENSES (INCLUDING ATTORNEYS' FEES) ACTUALLY AND
REASONABLY  INCURRED  BY  HIM  IN  CONNECTION  THEREWITH.

     SECTION  4.  DETERMINATION  OF  ENTITLEMENT  TO  INDEMNIFICATION.  ANY
                  ----------------------------------------------------
INDEMNIFICATION  UNDER SECTIONS I AND 2 OF THIS ARTICLE XII (UNLESS ORDERED BY A
COURT)  SHALL BE MADE BY THE CORPORATION ONLY AS AUTHORIZED IN THE SPECIFIC CASE
UPON  A DETERMINATION THAT INDEMNIFICATION OF THE DIRECTOR, OFFICER, EMPLOYEE OR
AGENT  IS PROPER IN THE CIRCUMSTANCES BECAUSE HE HAS MET THE APPLICABLE STANDARD
OF CONDUCT SET FORTH IN SECTIONS I AND 2 OF THIS ARTICLE XII. SUCH DETERMINATION
SHALL  BE  MADE  (1)  BY  THE  BOARD OF DIRECTORS BY A MAJORITY VOTE OF A QUORUM
CONSISTING OF DIRECTORS WHO WERE NOT PARTIES TO SUCH ACTION, SUIT OR PROCEEDING,
OR  (2)  IF  SUCH A QUORUM IS NOT OBTAINABLE, OR EVEN IF OBTAINABLE, A QUORUM OF
DISINTERESTED  DIRECTORS  SO  DIRECTS, BY INDEPENDENT LEGAL COUNSEL IN A WRITTEN
OPINION,  OR  (3)  BY  THE  STOCKHOLDERS.

     SECTION  5. ADVANCEMENT OF EXPENSES. EXPENSES INCURRED 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 AS AUTHORIZED INTHE
MANNER  PROVIDED IN SECTION 4 OF THIS ARTICLE XII UPON RECEIPT OF AN UNDERTAKING
BY OR ON BEHALF OF THE DIRECTOR, OFFICER, EMPLOYEE OR AGENT TO REPAY SUCH AMOUNT
UNLESS  IT

<PAGE>
                                                                              14

SHALL  ULTIMATELY  BE  DETERMINED  THAT  HE IS ENTITLED TO BE INDEMNIFIED BY THE
CORPORATION  AS  AUTHORIZED  IN  THIS  ARTICLE.

     SECTION  6. SAVINGS Clause.  The indemnification proVIDED BY THIS ART SHALL
                 ---------------
NOT  BE  DEEMED  EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THOSE INDEMNIFIED MAY BE
ENTITLED  UNDER  ANY  BYLAW,  AGREEMENT,  VOTE  OF STOCKHOLDERS OR DISINTERESTED
DIRECTORS  OR  OTHERWISE,  BOTH  AS TO ACTION IN HIS OFFICIAL CAPACITY AND AS TO
ACTION IN ANOTHER CAPACITY WHILE HOLDING SUCH OFFICE, 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 HEIRS AND LEGAL REPRESENTATIVES OF SUCH A PERSON.

     SECTION  7.  INSURANCE.  THE  CORPORATION  SHALL HAVE POWER TO PURCHASE AND
                  ----------
MAINTAIN  INSURANCE  ON  BEHALF OF ANY PERSON WHO IS OR WAS 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 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.
<PAGE>