AMENDMENT II TO BYLAWS

  OF FIRST AMERICAN CAPITAL CORPORATION

  ARTICLE I

  OFFICES AND RECORDS

  I.1    Registered  Office  and Resident Agent.  The location of the registered
office and the name of the resident agent of First American Capital Corporation,
a  Kansas  corporation  (the  "Corporation")  in the State of Kansas shall be as
stated  in  the Articles of Incorporation of the Corporation (the "Articles") or
as shall be determined from time to time by resolution of the Board of Directors
of  the  Corporation (the "Board") and on file in the appropriate public offices
of  the  State  of  Kansas  as  provided  by  law.

         I.2  Other  Corporate  Offices.  The  Corporation  may  conduct  its
business,  carry  on  its operations, have other offices and exercise its powers
within  or  outside  of  the  State  of Kansas as the Board may designate or the
business  of  the  Corporation  may  require.

         I.3  Books,  Accounts  and  Records, and Inspection Rights.  The books,
accounts  and records of the Corporation, except as may be otherwise required by
the  laws of the State of Kansas, may be kept outside of the State of Kansas, at
such  place  or  places as the Board may from time to time determine.  Except as
otherwise  provided  by  law, the Board shall determine whether, to what extent,
and the conditions upon which the books, accounts and records of the Corporation
shall  be  open  to  the  inspection  of  the  stockholders  of the Corporation.


  ARTICLE  II

  STOCKHOLDERS

         II.1 Place of Meetings.  All meetings of the stockholders shall be held
at  the offices of the Corporation in the City of Topeka, State of Kansas, or at
such  other  place  either  within  or  without  the State of Kansas as shall be
designated  from  time  to  time  by  the  Board and stated in the notice of the
meeting  or  in  a  duly  executed  waiver  of  notice  thereof.

         II.2  Annual  Meetings.  An annual meeting of the stockholders shall be
held  on the first Monday in June of each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at such
other  date  and  time as shall be designated from time to time by the Board and
stated  in  the  notice  of  the  meeting or in a duly executed waiver of notice
thereof.  At  the annual meeting, the stockholders shall elect directors and may
also transact such other business as may be desired, whether or not the same was
specified  in  the notice of the meeting, unless the consideration of such other
business  without  its having been specified in the notice of the meeting as one
of  the  purposes  thereof  is  prohibited  by  law.

         II.3  Special  Meetings.  Special  meetings  of the stockholders may be
held  for any purpose(s), unless otherwise prohibited by law or by the Articles.
A special meeting may be called by the Board, by the Chairman of the Board or by
the President, and shall be called by any officer directed to do so by the Board
or  requested to do so in writing by a majority of the  Board.  Any such written
request  shall  state  the  purpose(s)  of  the  proposed meeting.  The business
transacted  at the special meeting shall be confined to the purpose(s) stated in
the  notice  of  such  meeting,  unless  the  transaction  of  other business is
consented  to  by  the  holders of all of the outstanding shares of stock of the
Corporation  entitled  to vote thereon.  The "call" and the "notice" of any such
meeting  shall  be  deemed  to  be  synonymous.

         II.4  Action  Without  a  Meeting.  Unless  otherwise  provided  in the
Articles,  any  action  required to be taken or any action which may be taken at
any  annual  or  special  meeting  of the stockhold- ers, 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 all the holders of
outstanding  shares  of  stock  entitled  to  vote thereon.  Any such writing or
writings  shall  be  filed  with the minutes of proceedings of the stockholders.

         II.5  Notice.  Written  notice  of  each  meeting  of the stockholders,
whether  annual  or  special,  which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose(s) thereof, shall be
given to each stockholder entitled to vote at such meeting, either personally or
by  mail,  not  less than ten (10) days nor more than sixty (60) days before the
date  of  the  meeting.  If mailed, such notice shall be deemed to be given when
deposited  in  the  United  States  mail,  postage  prepaid,  directed  to  the
stockholder  at  the  stockholder's  address as it appears on the records of the
Corporation.

         II.6  Waiver of Notice.  Whenever any notice is required to be given to
any  stockholder  under  any law, the Articles or these Bylaws, a written waiver
thereof,  signed  by the person entitled to such notice, whether before or after
the  time  stated  therein,  shall  be  deemed  equivalent to the giving of such
notice.  Attendance  by  a stockholder at a meeting shall constitute a waiver of
notice  of  such  meeting, except when the stockholder attends a meeting for the
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  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 stockholders need be specified in any written
waiver  of  notice  unless  so  required  by  the  Articles  or  these  Bylaws.

         II.7  Quorum.  The  holders of no less than one-third of the shares  of
stock  of  the  Corporation  entitled  to  vote thereat,  present  in person
or represented  by proxy, shall  constitute  a quorum (a "Quorum")  at all
meetings of the stockholders for the  transaction  of  any  business, except
as otherwise provided by law, the Articles  or  these  Bylaws.

         If  a  Quorum  is  not  present  at  a meeting of the stockholders, the
holders  of a majority of the stock present in person or represented by proxy at
such  meeting shall have the power successively to adjourn the meeting from time
to  time  to  a specified time and place, without notice to anyone other than an
announcement  at  the meeting at which such adjournment is taken, until a Quorum
shall  be  present.  At such adjourned meeting at which a Quorum is present, any
business  may  be  transacted  which  might have been transacted at the original
meeting.  If  the  adjournment  is  for  more than thirty (30) days, or if after
adjournment  a  new  record  date  is  fixed  for  the subsequent session of the
adjourned  meeting,  a notice of the subsequent session of the adjourned meeting
shall  be  given  to  each  stockholder  entitled  to  vote  at  the  meeting.

         II.8  Proxies.  Each  stockholder  entitled  to  a vote at a meeting of
stockholders,  or  to  express consent or dissent to corporate action in writing
without  a  meeting,  may  authorize  another  person or persons to act for such
stockholder by written proxy signed by such stockholder, but no such proxy shall
be  voted  or  acted  upon after three (3) years from its date, unless the proxy
provides  for  a  longer  period.

         II.9  Voting.

              (a)  One  Vote  Per  Share.  Unless  otherwise  provided  in  the
Articles, each stockholder shall be entitled to one vote for each share of stock
held  and registered in such stockholder's name on the books of the Corporation.

              (b)  Voting  Otherwise Than by Written Ballot.  At all meetings of
stockholders,  the  voting  may be otherwise than by written ballot, except that
any  stockholder  entitled  to  vote may request a vote by written ballot on any
matter,  in  which  event  such  vote  shall  be  taken  by  written  ballot.

             (c)  Shareholder Action.  In all matters other than the election of
directors,  the  affirmative  vote of the holders of a majority of the shares of
stock  of the Corporation who are present in person or represented by proxy at a
meeting at which a Quorum is present and who are entitled to vote on the subject
matter  shall  be  the  valid corporate act of the stockholders, except in those
specific  instances  in  which a larger vote is required by law, the Articles or
these  Bylaws.

              (d)  Voting  for  Directors.  Directors  shall  be  elected  by  a
plurality  of  the  votes of the stockholders present in person or by proxy at a
meeting  at  which  a  Quorum is present and entitled to vote on the election of
directors.  Voting  for  directors  shall  be  by written ballot.  No cumulative
voting  shall  be  permitted  in  the  election  of  directors.


         II.10     Stock  Ledger;  Voting  Rights  of  Fiduciaries, Pledgors and
Joint  Owners  of  Stock.

              (a)  Corporate  Shares.  No  person  shall be permitted to vote on
any  shares  belonging  or  hypothecated  to  the  Corporation.

              (b)  Stock Ledger.  The stock ledger shall be the only evidence as
to  who  are  the  stockholders  entitled  to examine the stock ledger, the list
required  by Section 2.11 of these Bylaws or the books of the Corporation, or to
vote  in  person  or  by  proxy  at  any  meeting  of  the  stockholders.  Only
stockholders whose names are registered in the stock ledger shall be entitled to
be  treated  by  the Corporation as the holders and owners in fact of the shares
standing  in  their  respective names, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of  any other person, whether or not the Corporation shall have express or other
notice thereof, except as expressly provided by the laws of the State of Kansas.

              (c)  Voting  Rights  of Fiduciaries and Pledgors.  Persons holding
stock  in  a  fiduciary  capacity  shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by  the  pledgor  on  the  books  of  the  Corporation the pledgor has expressly
empowered  the  pledgee  to vote thereon, in which case only the pledgee, or the
pledgee's  proxy,  may  represent  such  stock  and  vote  thereon.

              (d)  Voting  Rights  of Joint Owners of Stock.  If shares or other
securities  having  voting power stand of record in the names of two (2) or more
persons,  or  if  two  (2)  or more persons have the same fiduciary relationship
respecting  the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, or as otherwise provided
by the laws of the State of Kansas, their acts with respect to voting shall have
the  following  effect:  (i)  if only one votes, the act binds all; (ii) if more
than  one  vote, the act of the majority so voting binds all; (iii) if more than
one  vote,  but the vote is evenly split on any particular matter, each fraction
may  vote the securities in question proportionally.  If the instrument so filed
shows  that  any  such  tenancy  is  held  in  unequal  interests, a majority or
even-split  for the purpose of this subsection shall be a majority or even-split
in  interest  rather  than  in  number.

         II.11     Stockholders'  Lists.  The  Secretary  or  an  Assistant
Secretary,  who  shall have charge of the stock ledger of the Corporation, shall
prepare  and  make,  at  least  ten  (10)  days  before  every  meeting  of  the
stockholders,  a  complete  list  of  the  stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such  list  shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten  (10) days prior to the meeting, either at a place within the city where the
meeting  is  to  be  held,  which  place shall be specified in the notice of the
meeting,  or, if not so specified, at the place where the meeting is to be held.
The  list  shall  also be produced and kept at the time and place of the meeting
during  the  whole  time thereof, and may be inspected by any stockholder who is
present.

         II.12     Voting by Class.  Where a separate vote by a class or classes
of stockholders is required, the holders of a majority of the outstanding shares
of  such  class  or  classes,  present  in person or represented by proxy, shall
constitute  a  quorum  entitled to take action with respect to that vote on that
matter  and  the affirmative vote of the holders of a majority of shares of such
class  or  classes  who  are  present  in  person or represented by proxy at the
meeting  shall  be  the  act  of  such  class.


  ARTICLE  III

  BOARD  OF  DIRECTORS

         III.1     Number,  Qualification;  Term.  The  number  of  directors to
constitute  the  Board shall be no more than fifteen (15) and no less than three
(3).  The exact number of directors shall be fixed from time to time, within the
limits  specified,  by  resolution  of the Board or the Stockholders.  Directors
need  not  be stockholders.  Each director shall hold office until a succes- sor
is  elected  and  qualified  or  until  such  director's  earlier resignation or
removal.

         III.2     Powers  of  the  Board.  The  business  and  affairs  of  the
Corporation  shall  be  managed  by  and  under  the direction of the Board.  In
addition  to  the  powers  and  authorities  by  these  Bylaws  and the Articles
expressly  conferred  upon  it,  the  Board  may exercise all such powers of the
Corporation, and do all such lawful acts and things, as are not by statute or by
the  Articles or by these Bylaws directed or required to be exercised or done by
the  stockholders.

         III.3     Acceptance  of Director.  Each director, upon election, shall
qualify  by accepting the office of director, and such director's attendance at,
or  written  approval  of the minutes of, any meeting of the Board subsequent to
the  director's  election  shall  constitute  acceptance  of such office by such
director;  or  the  director  may  accept  the office of director by executing a
separate  written  acceptance,  which  shall  be  placed  in  the  minute  book.

         III.4     Meetings;  Notice.  Except  as  otherwise provided below, the
Board  may  hold  its  meetings  within  or  outside  the  State  of  Kansas.

              (a)  Annual  Meeting.  The  first  meeting  of  each newly elected
Board  shall  be  held  (i)  immediately  following and at the same place as the
annual  meeting  of  the  stockholders  at  which such Board was elected, and no
notice of such meeting shall be necessary, provided a quorum is present, (ii) at
such  time  and  place  as  consented  to in writing by all of the newly elected
directors,  or  (iii)  upon  notice  of  such meeting as provided for in Section
3.4(c)  hereof,  except  that  such  notice need not state the purpose(s) of the
meeting.

              (b)  Regular  Meetings.  Regular meetings of the Board may be held
without  notice  at  such  times and places as adopted by written consent of all
directors.  Any  business  may  be  transacted  at  any  regular  meeting.

              (c)  Special  Meetings.  Special  meetings  of  the  Board  may be
called  by  the  Chairman  of  the  Board,  the  President, or a majority of the
authorized directors.  Special meetings shall be held at the place, day and hour
specified in the written notice of the meeting which notice shall also state the
purpose(s)  thereof.  Such  notice  shall  be  mailed  to  each  director at the
director's  residence  or usual place of business at least three (3) days before
the  day on which the meeting is to be held, or shall be sent to the director by
confirmed  facsimile  transmission,  or delivered personally to the director, at
least  two  (2)  days  before  the  day  on which the meeting is to be held.  If
mailed,  such notice shall be deemed to be delivered when it is deposited in the
United  States  mail  with  postage  thereon  addressed  to  the director at his
residence  or usual place of business.  If given by facsimile transmission, such
notice  shall  be deemed to be delivered when received.  The notice may be given
by  any  person  having authority to call the meeting.  "Notice" and "call" with
respect  to  such  meetings  shall  be  deemed  to  be  synonymous.

              (d)  Waiver  of  Notice.  Whenever  any  notice  is required to be
given  to  any  director  under any law, the Articles or these Bylaws, a written
waiver  thereof,  signed by the director entitled to such notice, whether before
or  after  the  time  stated  therein,  shall  be  deemed  equivalent to notice.
Attendance  by  a  director  at a meeting shall constitute a waiver of notice of
such meeting, except when the director attends a meeting for the express purpose
of  objecting,  at  the  beginning  of  the  meeting,  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  directors  need  be specified in any written waiver of notice unless so
required  by  the  Articles  or  these  Bylaws.

              (e)  Meetings  by Conference Telephone or Similar Communica- tions
Equipment.  Unless  otherwise  restricted  by  the Articles or these Bylaws, the
directors  may  participate  in  a  meeting  of the Board by means of conference
telephone  or  similar  communications  equipment  by means of which all persons
participating  in  the  meeting  can  hear  each other, and partici- pation in a
meeting  in  such  manner  shall  constitute presence in person at such meeting.

              (f)  Action Without a Meeting.  Unless otherwise restricted by the
Articles  or  these  Bylaws, any action required or permitted to be taken at any
meeting  of  the  Board  may be taken without a meeting if all directors consent
thereto  in  writing.  Any  such  writing  shall  be  filed  with the minutes of
proceedings  of  the  Board.

         III.5     Quorum; Voting Requirements.  Thirty percent (30%) attendance
of  the  total number of directors shall be necessary to constitute a quorum for
the  transaction  of business, except to adjourn as hereinafter provided.  Every
act  or decision done or made by the directors present at a meeting duly held at
which  a  quorum  is  present  shall  be  regarded  as  the  act of the board of
directors, unless a greater number be required by the Articles of Incorporation.
The  direcotrs  present  at  a  duly called or held meeting at which a quorum is
present  may  continue  to  do  business  until  adjournment notwithstanding the
withdrawal  of  enough  directors  to  leave  less  than  a  quorum.

         III.6     Vacancies  and Newly Created Directorships.  Unless otherwise
provided  in  the  Articles  or  these  Bylaws,  vacancies  and  newly  created
directorships  resulting from any increase in the authorized number of directors
may  be filled by a majority of the directors then in office, although less than
a  quorum,  or  by  a sole remaining director, and the directors so chosen shall
hold office until the next annual election of directors by the stock- holders at
which  such  director's  successor  is duly elected and qualified, or until such
director's  earlier resignation or removal. If, at any time, by reason of death,
resignation  or other cause, the Corporation should have no directors in office,
then  any  officer  or any stockholder or an executor, administrator, trustee or
guardian of a stockholder, or other fiduciary entrusted with like responsibility
for  the  person  or  estate  of  a  stockholder,  may call a special meeting of
stockholders  in accordance with the provisions of the Articles or these Bylaws,
or  as  otherwise  provided  by  law  for  such  election.

         III.7     Committees.

              (a)  Designation.  The  Board  may designate, by resolution passed
by  a  majority  of  the whole Board, one or more committees of the Board.  Each
committee  shall  consist  of  one  or  more  designated  directors.

              (b)  Absence;  Disqualification.  The  Board  may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member  at  any  meeting  of the committee.  In the absence or
disqualification  of a member of a committee, the members thereof present at any
meeting and not disqualified from voting, whether or not such members constitute
a  quorum,  may  unanimously  appoint  another member of the Board to act at the
meeting  in  the  place  of  any  such  absent  or  disqualified  member.

              (c)  Powers;  Limitation.  Any  such  committee,  to  the  extent
provided  in  the resolution of the Board or in these Bylaws, shall have and may
exercise  all  of the powers and authority of the Board in the management of the
business  and  affairs  of  the  Corporation  and  may authorize the seal of the
Corporation  to  be  affixed  to  all  papers  which may require it; but no such
committee  shall  have  the  power or authority of the Board with respect to (i)
amending  the  Articles,  (ii) adopting an agreement of merger or consolidation,
(iii)  recommending  to the stock- holders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, (iv) recommending to
the  stockholders  a  dissolution  of  the  Corporation  or  a  revocation  of a
dissolution,  or  (v)  amending  the  Bylaws;  and, unless the resolution, these
Bylaws  or the Articles expressly so provide, no such committee shall have power
or  authority  to declare a dividend or to authorize the issuance of stock or to
adopt  a  certificate  of  ownership  and  merger.

              (d)  Recordkeeping.  All  committees  so  appointed  shall, unless
otherwise  provided  by  the  Board, keep regular minutes of the transactions at
their  meetings  and  shall  cause  them  to  be recorded in books kept for that
purpose  in the office of the Corporation and shall report the same to the Board
at its next meeting.  The Secretary or an Assistant Secretary of the Corporation
may act as Secretary of the committee if the committee or the Board so requests.

              (e)  Meetings  By Conference Telephone or Similar Communica- tions
Equipment.  Unless otherwise restricted by the Articles or these Bylaws, members
of  any  committee  designated by the Board may participate in a meeting of such
committee  by  means of conference telephone or similar communications equipment
by  means of which all persons participating in the meeting can hear each other,
and  participation  in  a  meeting  in  such manner shall constitute presence in
person  at  such  meeting.

              (f)  Committee  Action  Without  a  Meeting.  Unless  otherwise
restricted  by the Articles or these Bylaws, any action required or permitted to
be  taken  at  any  meeting of a committee may be taken without a meeting if all
members of such committee consent thereto in writing.  Any such writing shall be
filed  with  the  minutes  of  proceedings  of  such  committee.

         III.8     Compensation.  Unless otherwise restricted by the Articles or
these  Bylaws,  the  Board  shall  have the authority to fix the compensation of
directors  for  serving  as directors of the Corporation and may, by resolution,
fix  a sum which shall be allowed and paid for attendance at each meeting of the
Board  and  may  provide  for reimbursement of expenses incurred by directors in
attending  each  meeting;  provided  that  nothing  herein  contained  shall  be
construed  to  preclude  any  director from serving the Corporation in any other
capacity  and  receiv-  ing compensation therefor.  Members of committees may be
allowed  similar  compensation  for  attending  committee  meetings.

         III.9     Resignations.  Any  director  may  resign  at  any  time upon
written  notice  to  the Corporation.  Such resignation shall take effect at the
time  specified  therein  or  shall  take  effect  upon  receipt  thereof by the
Corporation  if  no  time  is specified therein, and, unless otherwise specified
therein,  the  acceptance  of such resignation shall not be necessary to make it
effective.

         III.10    Reliance  on  Records.  A  director,  or  a  member  of  any
committee  designated  by the Board, shall be fully protected in the performance
of  such  director's  or committee member's duties in relying in good faith upon
the  records  of the Corporation and upon such information, opinions, reports or
statements  presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board, or by any other person as to matters such
director  or committee member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by  or  on  behalf  of  the  Corpora-  tion.

         III.11    Removal of Directors.  The stockholders shall have the power,
by  a  vote of the holders of a majority of the shares then entitled to vote, to
remove  any  director  or  directors  from  office  with  or  without  cause.


  ARTICLE  IV

  OFFICERS

         IV.1  Designations.

              (a)  The  Corporation  shall  have a President and a Secretary and
may also have the following officers:  a Chairman of the Board, one or more Vice
Presidents,  a  Treasurer,  one  or  more  Assistant Secretaries and one or more
Assistant  Treasurers, each with such duties as are stated in this Article IV or
by  resolution  of  the  Board which is not inconsistent with these Bylaws.  The
Board  shall elect a President and a Secretary at its annual meeting.  The Board
then,  or  from  time to time, may elect one or more of the other officers as it
may  deem  advisable, and may further identify or describe the duties of any one
or  more  of  the  officers  of  the  Corporation.

              (b)  Officers of the Corporation need not be members of the Board.
Any  number  of  offices  may  be  held  by  the  same  person.

              (c)  An  officer shall be deemed qualified when the officer enters
upon the duties of the office to which the officer has been elected or appointed
and  furnishes  any bond required by the Board; but the Board may also require a
written  acceptance  and  promise  faithfully  to  discharge  the duties of such
office.

              (d)  A  failure  to elect the Corporation's officers in accordance
with  these  Bylaws  shall  not  dissolve  or  otherwise affect the Corporation.

         IV.2 Term of Office.  Each officer shall hold office at the pleasure of
the  Board or for such other period as the Board may specify at the time of such
officer's election or appointment, or until the death, resignation or removal of
such  officer,  whichever  first  occurs.  In  any  event,  each  officer of the
Corporation  who  is  not  reelected  or  reappointed  at the annual election of
officers  by  the Board next succeeding his or her election or appointment shall
be deemed to have been removed by the Board, unless the Board provides otherwise
at  the  time  of  such  officer's  election  or  appointment.

         IV.3  Other  Agents.  The Board from time to time may also appoint such
other agents for the Corporation as the Board shall deem necessary or advisable.
Each  such  agent shall serve at the pleasure of the Board or for such period as
the  Board  may  specify,  and  shall exercise such powers, have such titles and
perform  such duties as shall be determined from time to time by the Board or by
an  officer  empowered by these Bylaws or the Board to make such determinations.

         IV.4  Removal.  Any  officer or agent elected or appointed by the Board
may  be  removed or discharged by the Board whenever in the Board's judgment the
best  interests  of the Corporation would be served thereby, but such removal or
discharge  shall  be  without  prejudice  to the contract rights, if any, of the
person  so  removed  or  discharged.

         IV.5  Salaries  and  Compensation.  Salaries  and  compensation  of all
elected  officers  of  the Corporation shall be fixed, increased or decreased by
the  Board,  but  this  power,  except  as  to the salary or compensation of the
Chairman  of  the  Board  and  the  President, may, unless prohibited by law, be
delegated  by the Board to the Chairman of the Board or the President, or may be
delegated  to  a  committee.  Salaries  and  compensation of all other officers,
agents  and employees of the Corporation may be fixed, increased or decreased by
the Board, but until action is taken with respect thereto by the Board, the same
may  be  fixed, increased or decreased by the President or such other officer or
officers  as  may  be  empowered  by  the  Board  to  do  so.

         IV.6  Delegation  of Authority to Hire, Discharge and Designate Duties.
The  Board  from  time  to  time  may delegate to the Chairman of the Board, the
President  or  other officer or executive employee of the Corporation, authority
to  hire  and  discharge  and  to  fix and modify the duties and salary or other
compensation  of  employees  of the Corporation under the juris- diction of such
person, and the Board may delegate to such officer or executive employee similar
authority  with  respect  to  obtaining  and  retaining  for the Corporation the
services  of  attorneys,  accountants  and  other  professionals  and  experts.

         IV.7 Chairman of the Board.  If a Chairman of the Board is elected, the
Chairman  of  the  Board  shall  preside at all meetings of the stockholders and
directors  at  which  he or she may be present and shall have such other duties,
powers  and authority as may be prescribed elsewhere in these Bylaws.  The Board
may  delegate  such  other  authority  and  assign such additional duties to the
Chairman  of  the  Board, other than those conferred by law exclusively upon the
President or another officer, as the Board may from time to time determine, and,
to  the  extent  permissible by law, the Board may designate the Chairman of the
Board  as  the chief executive officer of the Corporation with all of the powers
otherwise  conferred  upon the President of the Corporation under Section 4.8 of
these  Bylaws, or it may, from time to time, divide the responsibilities, duties
and  authority  for  the  general  control  and  management of the Corporation's
business  and  affairs  between  the  Chairman  of  the Board and the President.

         IV.8  President.

              (a)  Unless  the  Board otherwise provides, the President shall be
the  chief  executive  officer  of  the  Corporation with such general executive
powers  and  duties  of  supervision and management as are usually vested in the
office  of the chief executive officer of a corporation, and the President shall
carry  into  effect all directions and resolutions of the Board.  The President,
in  the  absence  of the Chairman of the Board or if there is no Chairman of the
Board,  shall  preside  at  all  meetings  of  the  stockholders  and directors.

              (b)  The  President  may  execute  all  bonds,  notes, debentures,
mortgages  and  other  instruments  for  and in the name of the Corporation, may
cause  the  corporate  seal  to  be  affixed  thereto, and may execute all other
instruments  and  documents  for  and  in  the  name  of  the  Corporation.

              (c)  Unless  the  Board  otherwise provides, the President, or any
person  designated  in  writing  by  the  President,  shall  have full power and
authority  on behalf of the Corporation to (i) attend and to vote or take action
at any meeting of the holders of securities of corporations or other entities in
which  the  Corporation  may hold securities, and at such meetings shall possess
and  may  exercise  any  and all rights and powers incident to being a holder of
such  securities, and (ii) execute and deliver waivers of notice and proxies for
and  in  the  name of the Corporation with respect to any securities held by the
Corporation.

              (d)  The  President shall, unless the Board otherwise provides, be
ex  officio  a  member  of  all  standing  committees.

              (e)  The  President  shall  have  such other or further duties and
authority as may be prescribed elsewhere in these Bylaws or from time to time by
the  Board  of  Directors.

              (f)  If  a  Chairman  of  the  Board  is  elected or appointed and
designated  as  the  chief  executive officer of the Corporation, as provided in
Section  4.7  of these Bylaws, the President shall perform such duties as may be
specifically  delegated  to  the  President by the Board or are conferred by law
exclusively upon the President, and in the absence or disability of the Chairman
of  the Board or in the event of the Chairman's inability or refusal to act, the
President  shall  perform  the duties and exercise the powers of the Chairman of
the  Board.

         IV.9 Vice Presidents.  In the absence or disability of the President or
in  the event of the President's inability or refusal to act, any Vice President
may  perform the duties and exercise the powers of the President until the Board
otherwise  provides.  Vice  Presidents  shall perform such other duties and have
such  other  authority  as  the  Board  may  from  time  to  time  prescribe.

         IV.10     Secretary  and  Assistant  Secretaries.

              (a)  The  Secretary shall attend all meetings of the Board and the
stockholders  and shall record the minutes of such meetings in a book to be kept
for  that purpose.  The Secretary shall perform similar duties for each standing
or  temporary  committee  when  requested  by  the  Board  or  such  committee.

              (b)  The  Secretary  shall  keep  in  safe custody the seal of the
Corporation,  and  shall  have  authority  to  affix  the seal to any instrument
requiring  a  corporate  seal and, when so affixed, the Secretary may attest the
seal  by signature.  The Board of Directors may give or these Bylaws may provide
for  general authority to any other officer to affix the seal of the Corporation
and  to  attest  the  seal  by  signature.

              (c)  The  Secretary  shall  have  the  general  duties, powers and
responsibilities  of  a  secretary of a corporation and shall perform such other
duties  and  have  such  other responsibility and authority as may be prescribed
elsewhere  in  these  Bylaws  or  from  time  to  time by the Board or the chief
executive  officer  of  the  Corporation,  under  whose  direct  supervision the
Secretary  shall  be.

              (d)  In the absence or disability of the Secretary or in the event
of  the inability or refusal of the Secretary to act, any Assistant Secretary or
other  elected  officer  may  perform  the duties and exercise the powers of the
Secretary  until  the  Board  otherwise  provides.  Assistant  Secretaries shall
perform  such  other  duties and have such other authority as the Board may from
time  to  time  prescribe.

         IV.11     Treasurer  and  Assistant  Treasurers.

              (a)  The  Treasurer  shall have responsibility for the safekeeping
of  the  funds and securities of the Corporation, shall keep or cause to be kept
full  and  accurate accounts of receipts and disbursements in books belonging to
the  Corporation  and  shall keep or cause to be kept all other books of account
and accounting records of the Corporation.  The Treasurer shall deposit or cause
to  be  deposited  all  moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of  Directors  or  by  any officer of the Corporation to whom such authority has
been  granted  by  the  Board.

              (b)  The  Treasurer shall disburse, or permit to be disbursed, the
funds  of  the  Corporation  as  may be ordered, or authorized generally, by the
Board,  and  shall  render to the chief executive officer of the Corporation and
the directors, whenever they may require, an account of all such transactions as
Treasurer, and of those under the Treasurer's jurisdiction, and of the financial
condition  of  the  Corporation.

              (c)  The  Treasurer shall perform such other duties and shall have
such  other responsibility and authority as may be prescribed elsewhere in these
Bylaws  or  from  time  to  time  by  the  Board.

              (d)  The  Treasurer  shall  have  the  general  duties,  powers,
responsibilities  and  authorities  of  a  treasurer of a corporation and shall,
unless  otherwise  provided  by the Board, be the chief financial and accounting
officer  of  the  Corporation.

              (e)  If  required  by  the  Board,  the  Treasurer  shall give the
Corporation  a  bond  in a sum and with one or more sureties satisfactory to the
Board  for  the  faithful performance of the duties of the Treasurer and for the
restoration  to  the  Corporation,  in  the  case  of  such  Treasurer's  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money  and other property of whatever kind in the such Treasurer's possession or
under  his  control  which  belong  to  the  Corporation.

              (f)  In the absence or disability of the Treasurer or in the event
of the Treasurer's inability or refusal to act, any Assistant Treasurer or other
elected  officer may perform the duties and exercise the powers of the Treasurer
until  the  Board  otherwise  provides.  Assistant Treasurers shall perform such
other  duties  and  have such other authority as the Board may from time to time
prescribe.

         IV.12     Duties  of  Officers May Be Delegated.  If any officer of the
Corporation  is  absent or unable to act, or for any other reason that the Board
may  deem sufficient, the Board may delegate, for the time being, some or all of
the  functions,  duties, powers and responsibilities of any officer to any other
officer,  or  to  any  other  agent  or  employee  of  the  Corporation or other
responsible  person.


  ARTICLE  V

  MANDATORY  INDEMNIFICATION:  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS

         V.1  Limitation  of  Liability.  No  person  shall  be  liable  to  the
Corporation  or  the  stockholders  for  any  loss, damage, liability or expense
suffered  by  the  Corporation  on  account of any action taken or omitted to be
taken  by  such  person  as  a  director,  employee,  agent  or  officer  of the
Corporation  or  of  any  Other  Enterprise  (as hereinafter defined) which such
person  serves  or  has  served as a director, employee, agent or officer at the
request of the Corporation, if such person (a) exercised the same degree of care
and  skill  as  a prudent person would have exercised under the circumstances in
the  conduct  of  his  or  her  own affairs, or (b) took or omitted to take such
action in reliance upon advise of counsel for the Corporation, or for such Other
Enterprise,  or  upon  statements  made  or  information furnished by directors,
officers,  employees  or agents of the Corporation, or of such Other Enterprise,
which  such  person  had  no  reasonable  grounds  to  disbelieve.

         V.2  Indemnification  Generally.  In  addition  to and without limiting
the  rights to indemnification and advancement of expenses specifically provided
for in the other sections of this Article V, the Corporation shall indemnify and
advance  expenses  to  each  person who is or was a director, employee, agent or
officer  of  the  Corporation,  or  is  or  was  serving  at  the request of the
Corporation  as  a director, employee, agent or officer of any Other Enterprise,
to  the full extent permitted by the laws of the State of Kansas as in effect on
the  date  of  the  adoption  of  these  Bylaws and as may hereafter be amended.

         V.3  Indemnification  in  Actions  by  Third  Parties.  The Corporation
shall  indemnify  each person who has been 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, investigative or appellate,
other  than  an  action  by or in the right of the Corporation, by reason of the
fact  that  such  person is or was a director, employee, agent or officer of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director,  employee,  agent  or  officer  of  any  Other Enterprise, against all
liabilities  and  expenses,  including,  without  limitation,  judgments, fines,
amounts  paid  in settlement (provided that such settlement and all amounts paid
in  connection  therewith  are  approved in advance by the Corporation using the
procedures set forth in Section 5.6 of these Bylaws, which approval shall not be
unreasonably  withheld  or  delayed),  attorneys'  fees,  ERISA  excise taxes or
penalties, and other expenses actually and reasonably incurred by such person in
connection  with such action, suit or proceeding (including, without limitation,
the  investigation,  defense,  settlement  or  appeal  of  such  action, suit or
proceeding)  if  such  person  acted  in  good faith and in a manner such person
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  such  person's  conduct  was unlawful; provided,
however,  that  the  Corporation  shall  not be required to indemnify or advance
expenses to any such person or persons seeking indemnification or advancement of
expenses  in  connection  with  an  action, suit or proceeding initiated by such
person or persons (including, without limitation, any crossclaim or counterclaim
initiated  by such person or persons) unless the initiation of such action, suit
or  proceeding was authorized by the Board.  The termination of any such action,
suit or proceeding by judgment, order, settlement, conviction or under 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 such person
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 such
person  had reasonable cause to believe that such person's conduct was unlawful.

         V.4  Indemnification  in  Derivative  Actions.  The  Corporation  shall
indemnify  each person who has been 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  such person is or was a director, employee, agent or officer of
the  Corporation  or  is  or  was  serving  at  the Corpora- tion's request as a
director,  employee,  agent  or  officer  of  any  Other  Enterprise against all
expenses  (including  attorneys'  fees) actually and reasonably incurred by such
person  in  connection  with  the  defense or settlement of such action, suit or
proceeding  (including,  without  limitation,  the  investigation,  defense,
settlement or appeal of such action, suit or proceeding) if such person acted in
good  faith  and  in  a  manner  such person reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no indemnification
under this Section 5.4 shall be made in respect of any claim, issue or matter as
to  which  such  person shall have been adjudged to be liable to the Corporation
unless  and  only  to  the  extent  that  the court in which the action, suit or
proceeding  was  brought  shall  determine  upon  application  that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person  is  fairly  and reasonably entitled to indemnity for such expenses which
such  court  shall  deem  proper.

         V.5  Indemnification  for  Expenses.  Notwithstanding  the  other
provisions  of this Article V, to the extent a person who is or was serving as a
director, employee, agent or officer of the Corporation, or is or was serving at
the  request of the Corporation as a director, employee, agent or officer of any
Other  Enterprise,  has been successful on the merits or otherwise in defense of
any  action,  suit  or  proceeding  referred to in Sections 5.3 and 5.4 of these
Bylaws  (including  the dismissal of any such action, suit or proceeding without
prejudice),  or  in  defense  of any claim, issue or matter therein, such person
shall  be  indemnified against expenses (including attorneys' fees) actually and
reasonably  incurred  by  such  person  in  connection  therewith.

         V.6  Determination  of Right to Indemnification.  Prior to indemnifying
a  person  pursuant  to  the  provisions  of  Sections 5.2, 5.3 and 5.4 of these
Bylaws,  unless  ordered  by a court and except as otherwise provided by Section
5.5  of  these  Bylaws, the Corporation shall determine that such person has met
the  specified  standard  of conduct entitling such person to indemnification as
set  forth  under  Sections 5.2, 5.3 and 5.4 of these Bylaws.  Any determination
that a person shall or shall not be indemnified under the provisions of Sections
5.2,  5.3  and  5.4 of these Bylaws shall be made (a) by the Board by a majority
vote  of  a  quorum  consisting of directors who were not parties to the action,
suit or proceeding, (b) if such quorum is not obtainable, or even if obtainable,
if  a quorum of disinterested directors so directs, by independent legal counsel
in  a  written opinion, or (c) by the stockholders, and such determination shall
be  final and binding upon the Corporation; provided, however, that in the event
such  determination  is  adverse  to  the  person  or  persons to be indemnified
hereunder,  such person or persons shall have the right to maintain an action in
any court of competent jurisdiction against the Corporation to determine whether
or  not such person has met the requisite standard of conduct and is entitled to
such  indemnification  hereunder.  If  such  court  action is successful and the
person  or  persons  is  determined to be entitled to such indemnification, such
person  or  persons  shall  be  reimbursed  by  the Corporation for all fees and
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection  with  any  such  action  (including,  without  limitation,  the
investigation,  defense,  settlement  or  appeal  of  such  action).

         V.7  Advancement  of  Expenses.  Expenses  (including  attorneys' fees)
actually  and  reasonably  incurred  by  a  person  who  may  be  entitled  to
indemnification  hereunder  in  defending an action, suit or proceeding, whether
civil,  criminal, administrative, investigative or appellate, may be paid by the
Corporation  in  advance  of  the  final  disposition  of  such  action, suit or
proceeding  upon  receipt  of  an  undertaking by or on behalf of such person to
repay  such  amount if it shall ultimately be determined that such person is not
entitled  to indemnification by the Corporation.  Notwithstanding the foregoing,
no advance shall be made by the Corporation if a determination is reasonably and
promptly  made  by  (a)  the  Board by a majority vote of a quorum consisting of
directors  who  were not parties to the action, suit or proceeding for which the
advancement  is  requested,  (b)  if  a  quorum  is  not  obtainable, or even if
obtainable,  if  a  quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders, that, based upon
the  facts  known to the Board, independent legal counsel or stockholders at the
time  such determination is made, such person acted in bad faith and in a manner
that  such  person did not believe to be in or not opposed to the best interests
of  the  Corporation,  or,  with  respect  to any criminal proceeding, that such
person  believed  or  had  reasonable cause to believe such person's conduct was
unlawful.  In  no  event  shall any advancement of expenses be made in instances
where the Board, independent legal counsel or stockholders reasonably determines
that such person intentionally breached such person's duty to the Corporation or
the  stockholders.

         V.8  Non-Exclusivity.  The  indemnification and advancement of expenses
provided  by,  or  granted pursuant to, this Article V shall not be exclusive of
any  other  rights  to  which  those  seeking  indemnification or advancement of
expenses may be entitled under any statute, the Articles of Incorporation, these
Bylaws,  agreement,  vote  of stockholders or disinterested directors, policy of
insurance  or  otherwise, both as to action in their official capacity and as to
action in another capacity while holding their respective offices, and shall not
limit  in  any  way  any right which the Corporation may have to make additional
indemnifications  with  respect  to  the same or different persons or classes of
persons.  The  indemnification  and  advancement  of  expenses  provided  by, or
granted pursuant to, this Article V shall continue as to a person who has ceased
to  be  a  director  or  officer  and  shall  inure to the benefit of the heirs,
executors,  administrators  and  estate  of  such  a  person.

         V.9  Insurance.  The Corporation may purchase and maintain insurance on
behalf  of any person who is or was a director or officer of the Corporation, or
is  or was serving at the request of the Corporation as a director or officer of
any  Other  Enterprise,  against  any liability asserted against such person and
incurred  by  such  person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
such  person  against  such  liability  under  this  Article  V.

         V.10  Vesting of Rights.  The rights granted by this Article V shall be
vested  in each person entitled to indemnification hereunder as a bargained-for,
contractual  condition  of such person's acceptance of such person's election or
appointment  as  a  director,  employee,  agent or officer of the Corporation or
serving  at  the  request  of  the Corporation as a director, employee, agent or
officer  of  any  Other  Enterprise  and  while this Article V may be amended or
repealed,  no  such  amendment  or repeal shall release, terminate, or adversely
affect  the  rights  of such person under this Article V with respect to any act
taken  or  the failure to take any act by such person prior to such amendment or
repeal  or  with  respect to any action, suit or proceeding with respect to such
act  or  failure  to  act  filed  after  such  amendment  or  repeal.

         V.11  Definitions.  For  purposes  of  this  Article  V, references to:

              (a)  "the  Corporation"  shall,  if  and  only  if the Board shall
determine,  include,  in  addition to the resulting Corporation, any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have  had  power and authority to indemnify its directors or officers or persons
serving  at the request of such constituent corporation as a director or officer
of  any Other Enterprise, so that any person who is or was a director or officer
of  such  constituent corpora- tion, or is or was serving at the request of such
constituent  corporation as a director or officer of any Other Enterprise, shall
stand  in  the same position under the provisions of this Article V with respect
to the resulting or surviving corporation as such person would have with respect
to  such  constituent  corporation  if  its  separate  existence  had continued.

              (b)  "Other  Enterprise"  shall  include,  without limitation, any
other  corporation, partnership, limited liability company, joint venture, trust
or  employee  benefit  plan;

              (c)  "Director  or officer of any Other Enterprise" shall include,
without limitation, any person performing similar functions with respect to such
Other  Enterprise,  whether  incorporated  or  unincorporated.

              (d)  "fines"  shall  include  any  excise taxes assessed against a
person  with  respect  to  an  employee  benefit  plan;

              (e)  "defense"  shall  include  investigations  of any threatened,
pending  or  completed action, suit or proceeding as well as appeals thereof and
shall also include any defensive assertion of a cross claim or counterclaim; and

              (f)  "serving  at  the  request of the Corporation" shall include,
without limitation, any service as a director, employee, agent or officer of the
Corporation  which  imposes  duties  on, or involves services by, such director,
employee,  agent  or  officer  with  respect  to  an  employee benefit plan, its
participants,  or benefi- ciaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner  "not opposed to the best interests of the Corporation" as referred to in
this  Article  V.  In  all  other  instances  where  any person shall serve as a
director,  employee,  agent  or  officer  of  an  Other Enterprise, if it is not
otherwise  established  that  such  person  is  or was serving as such director,
employee,  agent  or  officer at the request of the Corporation, the Board shall
determine  whether  such  person  is  or  was  serving  at  the  request  of the
Corporation,  and  it  shall not be necessary to show any prior request for such
service,  which  determination shall be final and binding on the Corporation and
the  person  seeking  indemnification.

         V.12  Severability.  If  any  provision  of  this  Article  V  or  the
application of any such provision to any person or circumstance is held invalid,
illegal  or unenforceable for any reason whatsoever, the remaining provisions of
this  Article  V  and  the  application  of  such provisions to other persons or
circumstances shall not be affected thereby and, to the fullest extent possible,
the  court finding such provision invalid, illegal or unenforceable shall modify
and  construe  the provision so as to render it valid and enforceable as against
all  persons  or entities and to give the maximum possible protection to persons
subject  to  indemnification  hereby within the bounds of validity, legality and
enforceability.  Without  limiting  the  generality  of  the  foregoing,  if any
director, employee, agent or officer of the Corporation, or any person who is or
was  serving at the request of the Corporation as a director, employee, agent or
officer of any Other Enterprise, is entitled under any provision of this Article
V  to indemnification by the Corporation for some or a portion of the judgments,
amounts  paid  in  settlement, attorneys' fees, ERISA excise taxes or penalties,
fines  or  other expenses actually and reasonably incurred by any such person in
connection  with any threatened, pending or completed action, suit or proceeding
(including, without limitation, the investigation, defense, settlement or appeal
of  such  action,  suit or proceeding), whether civil, criminal, administrative,
investigative  or  appellate,  but  not,  however,  for  all of the total amount
thereof,  the  Corporation  shall  nevertheless  indemnify  such  person for the
portion  thereof  to  which  such  person  is  entitled.


  ARTICLE  VI

  STOCK

         VI.1  Certificates  Representing  Shares.  Each  stockholder  shall  be
entitled  to  receive  a certificate, signed by the Chairman of the Board or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer or
the  Secretary  or  an  Assistant Secretary of the Corporation, representing the
number  of  shares owned by such stockholder and registered in the stockholder's
name.  Such  certificates  shall  be  issued  in numerical order.  To the extent
permitted  by  law,  any  or  all  of the signatures on the certificate may be a
facsimile.  In  the  event that any officer, transfer agent or registrar who has
signed  or  whose  facsimile  signature  has  been placed upon a certificate has
ceased  to  be such officer, transfer agent or registrar before such certificate
is  issued,  such certificate may nevertheless be issued by the Corporation with
the  same effect as if such officer, transfer agent or registrar who signed such
certificate,  or  whose facsimile signature shall have been placed thereon, were
such  officer,  transfer  agent  or  registrar of the Corporation at the date of
issue.

         VI.2  Transfers  of  Stock.  Transfers of stock shall be made only upon
the  stock  transfer  books  of the Corporation, and before a new certificate is
issued the old certificate shall be surrendered for cancellation, subject to the
provisions  of Section 6.5 of these Bylaws.  Until and unless the Board appoints
some  other  person,  firm  or  corporation  as its transfer agent (and upon the
revocation  of  any  such  appointment,  thereafter  until  a new appointment is
similarly made), the Secretary of the Corporation shall be the transfer agent of
the Corporation without the necessity of any formal action of the Board, and the
Secretary,  or  any person designated by the Secretary, shall perform all of the
duties  of  such  transfer  agent.

         VI.3  Record  Date.

              (a)  Stockholders'  Meetings.  In  order  that the Corporation may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any adjournment thereof, the Board may fix a record date, which
record  date  shall  not  precede  the date upon which the resolution fixing the
record  date  is  adopted  by the Board, and which record date shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting.  If
no  record  date  is  fixed  by  the  Board,  the  record  date  for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or,  if  notice  is  waived,  at  the  close of business on the day next
preceding the day on which the meeting is held.  A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment  of  the meeting except that the Board may fix a new record date for
the  adjourned  meeting.

              (b)  Stockholders'  Action  Without  a Meeting.  In order that the
Corporation  may  determine  the  stockholders  entitled to consent to corporate
action  in  writing  without  a  meeting,  the Board may fix a record date which
record  date  shall  not  precede  the date upon which the resolution fixing the
record  date is adopted by the Board, which date shall not be more than ten (10)
days  after the date upon which the resolution fixing the record date is adopted
by the Board, and which date shall be effective for no more than sixty (60) days
after  such  record  date.  If  no  record date has been fixed by the Board, the
record date for determining stockholders entitled to consent to corporate action
in  writing  without a meeting, when no prior action by the Board is required by
any  statute,  the  Articles or these Bylaws, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered  to  the Corporation by delivery to its registered office in the State
of  Kansas,  its  principal  place  of  business,  or an officer or agent of the
Corporation  having  custody  of  the  book  in which proceedings of meetings of
stockholders are recorded, and which date shall be effective for sixty (60) days
after  such  record  date.  Delivery made to the Corporation's registered office
shall  be  by hand or by certified or registered mail, return receipt requested.
If  no  record date has been fixed by the Board and prior action by the Board is
required  by  any  statute,  the  Articles  or  any  Bylaw,  the record date for
determining  stockholders  entitled  to  consent  to corporate action in writing
without  a  meeting  shall  be  at the close of business on the day on which the
Board  adopts  the  resolution  taking such prior action, and such date shall be
effective  for  sixty  (60)  days  after  such  record  date.

              (c)  Dividends  and  Other  Distributions.  In  order  that  the
Corporation  may  determine  the stockholders entitled to receive payment of any
dividend  or  other  distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of  stock,  or  for  the purpose of any other lawful action, the Board may fix a
record  date,  which  record  date  shall  not  precede  the date upon which the
resolution fixing the record date is adopted, and which record date shall not be
more than sixty (60) days prior to such action.  If no record date is fixed, the
record  date  for  determining stockholders for any such purpose shall be at the
close  of  business on the day on which the Board adopts the resolution relating
thereto.

         VI.4 Regulations.  The Board shall have power and authority to make all
such  rules  and  regulations  as  it  may  deem expedient concerning the issue,
transfer, conversion and registration of certificates for shares of stock of the
Corporation, not inconsistent with the laws of the State of Kansas, the Articles
or  these  Bylaws.

         VI.5 Lost Certificates.  The Board may direct that a new certificate or
certificates  of  stock  or  uncertificated  shares  be  issued  in place of any
certificate  or  certificates  theretofore issued by the Corporation, alleged to
have  been  lost,  stolen  or destroyed, upon the making of an affidavit of that
fact  by  the person claiming the certificate or certificates to be lost, stolen
or  destroyed.  When  authorizing  the  issue of such replacement certificate or
certificates of stock or uncertificated shares, the Board may, in its discretion
and  as a condition precedent to the issuance thereof, require the owner of such
allegedly lost, stolen or destroyed certificate or certificates, or such owner's
legal  representative,  to  give  the Corporation a bond as the Board may direct
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against  the Corporation on account of the alleged loss, theft or destruction of
the  certificate  or  certificates  or  the  issuance of such new certificate or
certificates  or  uncertificated  shares.


  ARTICLE  VII

  CORPORATE  FINANCE

         VII.1     Dividends;  Redemption.  Subject to the Articles and the laws
of  Kansas,  the Board may declare and pay dividends upon the outstanding shares
of stock of the Corporation at any meeting, which dividends may be paid in cash,
in  property  or in shares of the Corporation's capital stock, and may cause the
Corporation  to  purchase  or  redeem any of its outstanding shares of stock.  A
director  or  a  member  of any committee designated by the Board shall be fully
protected  in relying in good faith upon the records of the Corporation and upon
such  information,  opinions, reports or statements presented to the Corporation
by any of its officers or employees, or committees of the Board, or by any other
person  as  to  matters the director or committee member reasonably believes are
within  such  other  person's professional or expert competence and who has been
selected  with  reasonable  care  by  or on behalf of the Corporation, as to the
value  and  amount of the assets, liabilities or net profits of the Corporation,
or  both,  or  any  other  facts  pertinent  to  the existence and amount of net
profits,  surplus  or  other funds from which dividends may properly be declared
and  paid,  or  with  which the Corporation's stock may properly be purchased or
redeemed.

         VII.2     Creation  of Reserves.  The Board may set apart out of any of
the  funds  of the Corporation available for dividends or otherwise a reserve or
reserves  for  any  proper  purpose  and  may  abolish  any  such  reserve.

         VII.3     Depositories; Checks.  The moneys of the Corporation shall be
deposited  in  the  name  of  the  Corporation  in  such  bank or banks or other
depositories as the Board shall designate, and all checks or instruments for the
payment  of money shall be signed by persons designated by resolution adopted by
the Board.  Notwithstanding the foregoing, the Board by resolution may authorize
an  officer  or  officers  of  the Corporation to designate any bank or banks or
other  depositories  in which moneys of the Corporation may be deposited, and to
designate the persons who may sign checks or drafts on any particular account or
accounts  of the Corporation, whether created by direct designation of the Board
or  by  an  authorized  officer  or  officers  as  aforesaid.


  ARTICLE  VIII

  GENERAL  PROVISIONS

         VIII.1    Fiscal Year.  The Board shall have power to fix and from time
to  time change the fiscal year of the Corporation.  In the absence of action by
the  Board,  the  fiscal year of the Corporation shall end each year on the date
which  the  Corpora-  tion  treated as the close of its first fiscal year, until
such  time,  if  any,  as  the  fiscal  year  shall  be  changed  by  the Board.

         VIII.2    Corporate  Seal.  The Corporation shall have a corporate seal
inscribed  within  the  name of the Corporation and the words "Corporate Seal --
Kansas."  The  corporate seal may be used by causing it, or a facsimile thereof,
to  be  impressed  or  affixed  or  in  any  manner  reproduced.

         VIII.3    Contracts.  The  Board may authorize any officer or officers,
or  agent  or  agents,  to  enter  into  any contract or execute and deliver any
instrument  or  document  for,  and  in  the  name of, the Corporation, and such
authority  may  be  general  or  confined  to  specific  instances.

         VIII.4    Amendments.  These  Bylaws  may  be  altered,  amended  or
repealed,  or new Bylaws may be adopted, in the manner provided in the Articles.

         VIII.5    Amendments.  These Bylaws may be altered, amended or repealed
or  new  Bylaws  may  be  adopted  in  the  manner  provided  in  the  Articles.
Notwithstanding  the  foregoing,  Section  8.4  of  the  Bylaws may be repealed,
amended  or altered only by the vote of stockholders holding at least 75% of the
issued  and  outstanding  shares  of  stock  of  the  Corporation.