Table of Contents

Article                                                                  Page

        I.      Offices ...........................................        1
       II.      Shareholders ......................................        1
      III.      Board of Directors ................................        7
       IV.      Officers and Agents ...............................       11
        V.      Stock .............................................       13
       VI.      Indemnification of Certain Persons ................       14
      VII.      Miscellaneous .....................................       18

                                                      Effective: January 5, 1998



                           AMENDED AND RESTATED BYLAWS
                                       OF
                              ORALABS HOLDING CORP.


                                    ARTICLE I
                                     Offices
                                     -------

     The principal  office of the  corporation  shall be designated from time to
time by the corporation and may be within or outside of Colorado.

     The  corporation  may have such  other  offices,  either  within or outside
Colorado,  as the board of  directors  may  designate  or as the business of the
corporation may require from time to time.

     The registered office of the corporation  required by the Colorado Business
Corporation Act to be maintained in Colorado may be, but need not be,  identical
with the  principal  office,  and the  address of the  registered  office may be
changed from time to time by the board of directors.

                                   ARTICLE II
                                  Shareholders
                                  ------------

     Section 1. Annual Meeting.  The annual meeting of the shareholders shall be
held  during  the month of May of each year on a date and at a time fixed by the
board of directors  of the  corporation  (or by the  president in the absence of
action by the board of directors), beginning with the year 1998, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors is not held on the day fixed as
provided herein for any annual meeting of the  shareholders,  or any adjournment
thereof, the board of directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as it may conveniently be held.

     A  shareholder  may apply to the  district  court in the county in Colorado
where the  corporation's  principal office is located or, if the corporation has
no principal  office in Colorado,  to the district  court of the county in which
the  corporation's  registered  office  is  located  to  seek  an  order  that a




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shareholder  meeting be held (i) if an annual  meeting  was not held  within six
months after the close of the  corporation's  most recently ended fiscal year or
fifteen months after its last annual meeting,  whichever is earlier,  or (ii) if
the shareholder  participated in a proper call of or proper demand for a special
meeting and notice of the special meeting was not given within thirty days after
the date of the call or the date the last of the  demands  necessary  to require
calling of the meeting was received by the  corporation  pursuant to C.R.S.  ss.
7-107-102(1)(b),  or the  special  meeting was not held in  accordance  with the
notice.

     Section 2.  Special  Meetings.  Unless  otherwise  prescribed  by  statute,
special  meetings  of the  shareholders  may be called  for any  purpose  by the
president  or by the board of  directors.  The  president  shall  call a special
meeting of the  shareholders  if the  corporation  receives  one or more written
demands for the  meeting,  stating the purpose or purposes for which it is to be
held, signed and dated by holders of shares representing at least ten percent of
all the votes  entitled to be cast on any issue proposed to be considered at the
meeting.

     Section 3. Place of  Meeting.  The board of  directors  may  designate  any
place, either within or outside Colorado, as the place for any annual meeting or
any special meeting called by the board of directors.  A waiver of notice signed
by all  shareholders  entitled  to vote at a meeting  may  designate  any place,
either  within  or  outside  Colorado,  as the  place  for such  meeting.  If no
designation is made, or if a special  meeting is called other than by the board,
the place of meeting shall be the principal office of the corporation.

     Section 4. Notice of Meeting.  Written notice stating the place,  date, and
hour of the  meeting  shall be given not less than ten nor more than  sixty days
before the date of the  meeting,  except  (i) that if the  number of  authorized
shares is to be increased,  at least thirty days' notice shall be given, or (ii)
if  any  other  longer  notice  period  is  required  by the  Colorado  Business
Corporation  Act. Notice of a special meeting shall include a description of the
purpose or purposes of the meeting. Notice of an annual meeting need not include
a  description  of the purpose or purposes of the meeting  except the purpose or
purposes  shall be stated with  respect to (i) an  amendment  to the articles of
incorporation of the  corporation,  (ii) a merger or share exchange in which the
corporation  is a party  and,  with  respect to a share  exchange,  in which the
corporation's  shares will be acquired,  (iii) a sale, lease,  exchange or other
disposition,  other than in the usual and regular course of business,  of all or
substantially  all of the property of the corporation or of another entity which
this  corporation  controls,  in each case with or without the goodwill,  (iv) a
dissolution of the  corporation,  or (v) any other purpose for which a statement
of purpose is required by the Colorado Business Corporation Act. Notice shall be
given   personally   or  by  mail,   private   carrier,   telegraph,   teletype,
electronically   transmitted  facsimile  or  other  form  of  wire  or  wireless
communication  by or at the direction of the president,  the  secretary,  or the
officer or persons calling the meeting,  to each  shareholder of record entitled
to vote at such meeting. If mailed and if in a comprehensible  form, such notice
shall be deemed to be given and  effective  when  deposited in the United States
mail,  addressed  to  the  shareholder  at  his  address  as it  appears  in the
corporation's current record of shareholders, with postage prepaid. If notice is
given other than by mail,  and provided that such notice is in a  comprehensible
form, the notice is given and effective on the date received by the shareholder.

     If requested by the person or persons  lawfully  calling such meeting,  the
secretary shall give notice thereof at corporate expense. No notice need be sent
to any shareholder if three successive  notices mailed to the last known address
of such  shareholder  have been  returned  as  undeliverable  until such time as
another address for such  shareholder is made known to  the corporation  by such



                                       -2-

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shareholder.  In order to be  entitled  to  receive  notice  of any  meeting,  a
shareholder  shall  advise  the  corporation  in  writing  of any change in such
shareholder's mailing address as shown on the corporation's books and records.

     When a meeting is adjourned to another date, time or place, notice need not
be given of the new date,  time or place if the new date,  time or place of such
meeting is announced before  adjournment at the meeting at which the adjournment
is taken.  At the adjourned  meeting the  corporation  may transact any business
which may have been  transacted at the original  meeting.  If the adjournment is
for more  than 120 days,  or if a new  record  date is fixed  for the  adjourned
meeting,  a new  notice  of  the  adjourned  meeting  shall  be  given  to  each
shareholder of record entitled to vote at the meeting as of the new record date.

     A  shareholder  may waive notice of a meeting  before or after the time and
date of the meeting by a writing signed by such  shareholder.  Such waiver shall
be delivered to the corporation for filing with the corporate records.  Further,
by  attending  a meeting  either in person  or by proxy,  a  shareholder  waives
objection  to lack of  notice or  defective  notice of the  meeting  unless  the
shareholder  objects  at the  beginning  of the  meeting  to the  holding of the
meeting or the  transaction of business at the meeting because of lack of notice
or defective notice.  By attending the meeting,  the shareholder also waives any
objection to consideration at the meeting of a particular  matter not within the
purpose or purposes  described  in the  meeting  notice  unless the  shareholder
objects to considering the matter when it is presented.

     Section  5.  Fixing  of  Record  Date.   For  the  purpose  of  determining
shareholders entitled to (i) notice of or vote at any meeting of shareholders or
any adjournment thereof, (ii) receive distributions or share dividends, or (iii)
demand a special  meeting,  or to make a determination  of shareholders  for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten  days,  prior to the date on which  the  particular  action  requiring  such
determination  of shareholders is to be taken. If no record date is fixed by the
directors,  the record date shall be the date on which  notice of the meeting is
mailed  to  shareholders,  or the date on which the  resolution  of the board of
directors  providing for a distribution  is adopted,  as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
made  as  provided  in this  Section,  such  determination  shall  apply  to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the  meeting is  adjourned  to a date more than 120 days after the
date fixed for the original meeting.

     Notwithstanding the above, the record date for determining the shareholders
entitled  to take action  without a meeting or  entitled  to be given  notice of
action so taken  shall be the date a writing  upon  which the action is taken is
first received by the corporation.  The record date for determining shareholders
entitled to demand a special meeting shall be the date of the earliest of any of
the demands pursuant to which the meeting is called.

     Section 6. Voting Lists.  The  secretary  shall make, at the earlier of ten
days before each meeting of  shareholders  or two business  days after notice of
the meeting has been given, a complete list of the  shareholders  entitled to be
given  notice of such  meeting  or any  adjournment  thereof.  The list shall be
arranged by voting  groups and within  each  voting  group by class or series of
shares,  shall be in alphabetical  order within each class or series,  and shall
show the  address of and the  number of shares of each  class or series  held by
each shareholder. For the period beginning the earlier of ten days  prior to the



                                       -3-

<PAGE>



meeting or two business days after notice of the meeting is given and continuing
through the meeting and any adjournment thereof, this list shall be kept on file
at the  principal  office  of the  corporation,  or at a place  (which  shall be
identified in the notice) in the city where the meeting will be held.  Such list
shall  be  available  for  inspection  on  written  demand  by  any  shareholder
(including  for the  purpose  of this  Section  6 any  holder  of  voting  trust
certificates)  or his agent or attorney during regular business hours and during
the period available for inspection.  The original stock transfer books shall be
prima facie evidence as to the shareholders  entitled to examine such list or to
vote at any meeting of shareholders.

     Any  shareholder,  his agent or attorney  may copy the list during  regular
business  hours and during the period it is available for  inspection,  provided
(i) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any  class of shares as of the date of the  demand,  (ii) the  demand is made in
good faith and for a purpose reasonably  related to the demanding  shareholder's
interest as a  shareholder,  (iii) the  shareholder  describes  with  reasonable
particularity  the purpose and the records the  shareholder  desires to inspect,
(iv) the records are directly connected with the described purpose,  and (v) the
shareholder  pays a reasonable  charge  covering the costs of labor and material
for  such  copies,   not  to  exceed  the  estimated   cost  of  production  and
reproduction.

     Section  7.  Recognition  Procedure  for  Beneficial  Owners.  The board of
directors  may adopt by  resolution  a procedure  whereby a  shareholder  of the
corporation may certify in writing to the  corporation  that all or a portion of
the shares  registered in the name of such  shareholder are held for the account
of a specified person or persons.  The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will  recognize in a beneficial  owner,  which may include rights and privileges
other than voting,  (iii) the form of  certification  and the  information to be
contained  therein,  (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation, (v)
the period for which the nominee's  use of the procedure is effective,  and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable.  Upon receipt by the  corporation of a certificate  complying with
the procedure  established by the board of directors,  the persons  specified in
the certification  shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

     Section 8. Quorum and Manner of Acting. A majority of the votes entitled to
be cast on a matter by a voting  group shall  constitute a quorum of that voting
group  for  action on the  matter.  If less than a  majority  of such  votes are
represented at a meeting, a majority of the votes so represented may adjourn the
meeting from time to time without further notice, for a period not to exceed 120
days for any one adjournment.  If a quorum is present at such adjourned meeting,
any business may be transacted  which might have been  transacted at the meeting
as originally noticed.  The shareholders present at a duly organized meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough  shareholders  to leave  less than a quorum,  unless  the  meeting  is
adjourned and a new record date is set for the adjourned meeting.

     If a quorum exists, action on a matter other than the election of directors
by a voting group is approved if the votes cast within the voting group favoring
the action  exceed the votes cast within the voting  group  opposing the action,
unless the vote of a greater  number or voting by classes is  required by law or
the articles of incorporation.




                                       -4-

<PAGE>


     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy by signing an appointment form or similar writing, either personally or
by his duly authorized attorney-in-fact.  A shareholder may also appoint a proxy
by  transmitting or authorizing the  transmission  of a telegram,  teletype,  or
other electronic  transmission  providing a written statement of the appointment
to the proxy, a proxy solicitor,  proxy support service  organization,  or other
person duly  authorized  by the proxy to receive  appointments  as agent for the
proxy, or to the corporation.  The transmitted appointment shall set forth or be
transmitted  with  written  evidence  from which it can be  determined  that the
shareholder  transmitted or authorized the transmission of the appointment.  The
proxy  appointment  form or similar writing shall be filed with the secretary of
the corporation before or at the time of the meeting. The appointment of a proxy
is effective  when  received by the  corporation  and is valid for eleven months
unless a  different  period is  expressly  provided in the  appointment  form or
similar writing.

     Any complete copy, including an electronically transmitted facsimile, of an
appointment  of a proxy may be  substituted  for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

     Revocation  of a proxy  does not  affect  the right of the  corporation  to
accept the  proxy's  authority  unless (i) the  corporation  had notice that the
appointment  was  coupled  with an  interest  and notice  that such  interest is
extinguished  is received by the secretary or other officer or agent  authorized
to  tabulate  votes  before  the  proxy   exercises  his  authority   under  the
appointment,  or (ii)  other  notice of the  revocation  of the  appointment  is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment.  Other notice of
revocation may, in the discretion of the  corporation,  be deemed to include the
appearance at a  shareholders'  meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

     The death or  incapacity  of the  shareholder  appointing  a proxy does not
affect the right of the  corporation  to accept  the  proxy's  authority  unless
notice of the death or  incapacity is received by the secretary or other officer
or agent  authorized to tabulate votes before the proxy  exercises his authority
under the appointment.

     The  corporation  shall not be required to  recognize an  appointment  made
irrevocable if it has received a writing revoking the appointment  signed by the
shareholder  (including a shareholder  who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the  revocation  may be a breach of an  obligation  of the  shareholder  to
another person not to revoke the appointment.

     Subject to Section 11 and any express  limitation on the proxy's  authority
appearing on the  appointment  form,  the  corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.

     Section 10. Voting of Shares.  Each outstanding share of common stock shall
be  entitled  to one  vote,  except  in the  election  of  directors,  and  each
fractional  share shall be entitled to a  corresponding  fractional vote on each
matter submitted to a vote at a meeting of shareholders.  Each outstanding share
of preferred stock shall have no voting rights except as expressly stated by the
Board of Directors when it specifies the preferences,  rights and limitations of
any such preferred shares, or as required by law. Cumulative voting shall not be
permitted in the election of  directors  or for any other  purpose.  Each record
holder of common  stock shall be entitled to vote in the  election of  directors
and shall have as many  votes for each of the  shares  owned by him as there are
directors to be elected and for whose election he has the right to vote.




                                       -5-

<PAGE>




     At each  election of  directors,  that number of  candidates  equaling  the
number of  directors to be elected,  having the highest  number of votes cast in
favor of their election, shall be elected to the board of directors.

     Except as  otherwise  ordered by a court of competent  jurisdiction  upon a
finding  that  the  purpose  of  this  Section  would  not  be  violated  in the
circumstances  presented  to the court,  the shares of the  corporation  are not
entitled  to be voted if they are owned,  directly  or  indirectly,  by a second
corporation,  domestic or foreign,  and the first corporation owns,  directly or
indirectly,  a majority  of the shares  entitled  to vote for  directors  of the
second  corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

     Redeemable  shares are not entitled to be voted after notice of  redemption
is mailed to the  holders  and a sum  sufficient  to redeem  the shares has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

     Section  11.  Corporation's  Acceptance  of Votes.  If the name signed on a
vote,  consent,  waiver,  proxy  appointment,  or proxy  appointment  revocation
corresponds to the name of a  shareholder,  the  corporation,  if acting in good
faith, is entitled to accept the vote,  consent,  waiver,  proxy  appointment or
proxy  appointment  revocation and give it effect as the act of the shareholder.
If the name  signed  on a vote,  consent,  waiver,  proxy  appointment  or proxy
appointment  revocation  does not correspond to the name of a  shareholder,  the
corporation,  if acting in good faith,  is  nevertheless  entitled to accept the
vote, consent,  waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

     (i) the shareholder is an entity and the name signed purports to be that of
an officer or agent of the entity;

     (ii) the name  signed  purports to be that of an  administrator,  executor,
guardian or conservator  representing  the  shareholder  and, if the corporation
requests,  evidence of fiduciary  status  acceptable to the corporation has been
presented with respect to the vote, consent,  waiver, proxy appointment or proxy
appointment revocation;

     (iii) the name  signed  purports  to be that of a  receiver  or  trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status  acceptable to the  corporation  has been  presented  with respect to the
vote, consent, waiver, proxy appointment or proxy appointment revocation;

     (iv) the name signed purports to be that of a pledgee,  beneficial owner or
attorney-in-fact of the shareholder and, if the corporation  requests,  evidence
acceptable  to the  corporation  of the  signatory's  authority  to sign for the
shareholder has been presented with respect to the vote, consent,  waiver, proxy
appointment or proxy appointment revocation;



                                       -6-

<PAGE>



     (v) two or more persons are the  shareholder  as co-tenants or  fiduciaries
and the name signed purports to be the name of at least one of the co-tenants or
fiduciaries,  and the person  signing  appears to be acting on behalf of all the
co-tenants or fiduciaries; or

     (vi) the  acceptance of the vote,  consent,  waiver,  proxy  appointment or
proxy appointment  revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section 11.

     The  corporation  is  entitled  to reject a vote,  consent,  waiver,  proxy
appointment or proxy appointment  revocation if the secretary or other office or
agent  authorized to tabulate votes,  acting in good faith, has reasonable basis
for doubt about the  validity of the  signature  on it or about the  signatory's
authority to sign for the shareholder.

     Neither  the  corporation  nor its  officers  nor any agent who  accepts or
rejects  a  vote,  consent,  waiver,  proxy  appointment  or  proxy  appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.

     Section  12.  Informal  Action by  Shareholders.  Any  action  required  or
permitted to be taken at a meeting of the  shareholders  may be taken  without a
meeting  if a written  consent  (or  counterparts  thereof)  that sets forth the
action  so taken is  signed  by all of the  shareholders  entitled  to vote with
respect to the subject  matter  thereof and  received by the  corporation.  Such
consent  shall  have  the same  force  and  effect  as a  unanimous  vote of the
shareholders and may be stated as such in any document.  Action taken under this
Section 12 is effective as of the date the last writing  necessary to effect the
action is  received by the  corporation,  unless all of the  writings  specify a
different  effective  date,  in which  case  such  specified  date  shall be the
effective  date for such  action.  If any  shareholder  revokes  his  consent as
provided for herein prior to what would  otherwise be the  effective  date,  the
action proposed in the consent shall be invalid. The record date for determining
shareholders  entitled  to  take  action  without  a  meeting  is the  date  the
corporation first receives a writing upon which the action is taken.

     Any  shareholder  who has signed a writing  describing  and  consenting  to
action  taken  pursuant to this  Section 12 may revoke such consent by a writing
signed  by  the   shareholder   describing  the  action  and  stating  that  the
shareholder's  prior consent thereto is revoked,  if such writing is received by
the corporation before the effectiveness of the action.

     Section 13. Meetings by  Telecommunication.  Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the meeting
may be  conducted  through the use of, any means of  communication  by which all
persons  participating in the meeting may hear each other during the meeting.  A
shareholder  participating in a meeting by this means is deemed to be present in
person at the meeting.

                                   ARTICLE III
                               Board of Directors
                               ------------------

     Section 1. General  Powers.  All corporate  powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed  under the  direction  of its board of  directors,  except as  otherwise
provided  in  the  Colorado   Business   Corporation  Act  or  the  articles  of
incorporation.



                                       -7-

<PAGE>



     Section 2. Number,  Qualifications  and Tenure.  The number of directors of
the  corporation  shall be fixed  from time to time by the  board of  directors,
within a range of no less than three or more than nine,  but no  decrease in the
number  of  directors  shall  have  the  effect  of  shortening  the term of any
incumbent  director.  A director shall be a natural person who is eighteen years
of age or older.  A director need not be a resident of Colorado or a shareholder
of the Corporation.

     Directors  shall be elected at each annual  meeting of  shareholders.  Each
director  shall  hold  office  until the next  annual  meeting  of  shareholders
following  his  election  and  thereafter  until his  successor  shall have been
elected and qualified.  Directors shall be removed in the manner provided by the
Colorado Business Corporation Act. The members of the board may either designate
one member of the board as its Chairman or elect to operate without a Chairman.

     Section 3. Vacancies. Any director may resign at any time by giving written
notice to the corporation.  Such  resignation  shall take effect at the time the
notice is  received  by the  corporation  unless  the notice  specifies  a later
effective date.  Unless  otherwise  specified in the notice of resignation,  the
corporation's  acceptance of such resignation  shall not be necessary to make it
effective.  Any  vacancy  on  the  board  of  directors  may  be  filled  by the
affirmative vote of a majority of the shareholders or the board of directors. If
the directors  remaining in office  constitute fewer than a quorum of the board,
the directors may fill the vacancy by the affirmative  vote of a majority of all
the directors  remaining in office.  If elected by the  directors,  the director
shall hold office until the next annual shareholders' meeting at which directors
are elected. If elected by the shareholders,  the director shall hold office for
the unexpired term of his predecessor in office;  except that, if the director's
predecessor was elected by the directors to fill a vacancy, the director elected
by the  shareholders  shall  hold  office  for the  unexpired  term of the  last
predecessor elected by the shareholders.

     Section 4. Regular  Meetings.  A regular  meeting of the board of directors
shall be held  without  notice  immediately  after and at the same  place as the
annual meeting of shareholders. The board of directors may provide by resolution
the time and  place,  either  within or  outside  Colorado,  for the  holding of
additional regular meetings without other notice.

     Section 5. Special Meetings. Special meetings of the board of directors may
be called by or at the  request of the  president  or at the  request of any two
directors (or one director if there are then less than three (3) persons serving
as directors).  The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or outside Colorado,  as the
place for holding any special meeting of the board of directors  called by them,
provided that no meeting shall be called outside the State of Colorado  unless a
majority of the board of directors has so authorized.

     Section 6. Notice.  Notice of any special  meeting  shall be given at least
two days prior to the meeting by written notice either  personally  delivered or
mailed to each director at his business  address,  or by notice  transmitted  by
telegraph,  telex, electronically transmitted facsimile or other form of wire or
wireless  communication.  If mailed, such notice shall be deemed to be given and
to be  effective on the earlier of (i) three days after such notice is deposited
in the United States mail, properly addressed, with postage prepaid, or (ii) the
date shown on the return  receipt,  if mailed by  registered  or certified  mail
return  receipt  requested.   If  notice  is  given  by  telex,   electronically
transmitted  facsimile or other similar form of wire or wireless  communication,
such notice shall be deemed to be given and to be effective  when sent, and with
respect  to a  telegram,  such  notice  shall be  deemed  to be given  and to be
effective when the telegram is delivered to the telegraph company. If a director
has designated in writing one or more reasonable  addresses or facsimile numbers
for  delivery  of  notice  to  him,  notice  sent  by  mail,  telegraph,  telex,




                                       -8-

<PAGE>



electronically   transmitted  facsimile  or  other  form  of  wire  or  wireless
communication  shall not be deemed to have been given or to be effective  unless
sent to such addresses or facsimile numbers, as the case may be.

     A director may waive notice of a meeting  before or after the time and date
of the  meeting  by a writing  signed by such  director.  Such  waiver  shall be
delivered to the corporation for filing with the corporate  records.  Further, a
director's  attendance  at or  participation  in a meeting  waives any  required
notice to him of the meeting unless at the beginning of the meeting, or promptly
upon his  later  arrival,  the  director  objects  to  holding  the  meeting  or
transacting  business  at the  meeting  because  of lack of notice or  defective
notice  and does  not  thereafter  vote for or  assent  to  action  taken at the
meeting.  Neither  the  business  to be  transacted  at, nor the purpose of, any
regular or special meeting of the board of directors need to be specified in the
notice or waiver of notice of such meeting.

     Section 7. Quorum. A majority of the number of directors fixed by the board
of directors  pursuant to Section 2 or, if no number is fixed, a majority of the
number in office  immediately  before the meeting  begins,  shall  constitute  a
quorum for the transaction of business at any meeting of the board of directors.
If less than such majority is present at a meeting,  a majority of the directors
present may adjourn the meeting from time to time without further notice,  for a
period not to exceed sixty days at any one adjournment.

     Section  8.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of directors.

     Section 9.  Compensation.  By  resolution  of the board of  directors,  any
director may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings of the board and of committees and  subcommittees  of the
board,  a fixed sum for  attendance  at each such  meeting,  a stated  salary as
director,  or such other  compensation  as the  corporation and the director may
reasonably  agree upon. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.

     Section 10.  Presumption of Assent.  A director of the  corporation  who is
present at a meeting of the board of directors or committee or  subcommittee  of
the board at which action on any corporate  matter is taken shall be presumed to
have  assented  to the  action  taken  unless  (i) the  director  objects at the
beginning of the meeting,  or promptly  upon his arrival,  to the holding of the
meeting or the  transaction  of business at the meeting and does not  thereafter
vote for or  assent  to any  action  taken  at the  meeting,  (ii) the  director
contemporaneously  requests  that his dissent or  abstention  as to any specific
action  taken be entered in the minutes of the  meeting,  or (iii) the  director
causes written notice of his dissent or abstention as to any specific  action to
be received by the presiding officer of the meeting before its adjournment or by
the corporation  promptly after the  adjournment of the meeting.  A director may
dissent to a specific action at a meeting,  while assenting to others. The right
to dissent to a specific  action taken at a meeting of the board of directors or
a committee  or  subcommittee  of the board shall not be available to a director
who voted in favor of such action.

     Section 11.  Committees  and  Subcommittees.  Committees of the board shall
consist of an Audit Committee as described in Section 12 of these bylaws as well
as an executive committee and one or more other committees and/or subcommittees.
Each committee and subcommittee shall have such powers and  responsibilities  as
may be  established  for the same in these  bylaws  and such  other  powers  and
responsibilities  as may be  delegated to such  committee  by the board.  To the




                                       -9-

<PAGE>


extent  provided in these bylaws or in the board's  resolution,  each  committee
and/or  subcommittee  shall have all the  authority  of the board of  directors,
except that no such  committee or  subcommittee  shall have the authority to (i)
authorize  distributions,  (ii)  approve or propose to  shareholders  actions or
proposals  required by the Colorado  Business  Corporation Act to be approved by
shareholders, (iii) fill vacancies on the board of directors or any committee or
subcommittee thereof, (iv) amend articles of incorporation,  (v) adopt, amend or
repeal  the  bylaws,  (vi)  approve a plan of merger not  requiring  shareholder
approval, (vii) authorize or approve the reacquisition of shares unless pursuant
to a formula or method prescribed by the board of directors, or (viii) authorize
or approve the issuance or sale of shares, or contract for the sale of shares or
determine the designations and relative rights, preferences and limitations of a
class or series of shares,  except that the board of directors  may  authorize a
committee  or  subcommittee  or  officer  to do so  within  limits  specifically
prescribed by the board of directors.  The committee or subcommittee  shall then
have full power  within the  limits set by the board of  directors  to adopt any
final resolution setting forth all preferences,  limitations and relative rights
of such  class or series  and to  authorize  an  amendment  of the  articles  of
incorporation  stating the  preferences,  limitations  and relative  rights of a
class or series  for  filing  with the  Secretary  of State  under the  Colorado
Business Corporation Act.

     The Chairman of the board,  if any (or if none, by resolution  adopted by a
majority of all the  directors  in office when the action is taken),  shall have
the power, subject to the approval of the board, to: (i) appoint any director to
membership on any committee or subcommittee who shall be willing to serve on the
same and (ii) remove any person from membership on any committee or subcommittee
without cause. The Chairman of the board, if any, subject to the approval of the
board,  shall  reappoint the membership of the committees and  subcommittees  at
each annual meeting of the board and any person's membership on any committee or
subcommittee shall  automatically  terminate at each annual meeting of the board
unless  such  person  shall be  reappointed  to such  membership  at such annual
meeting.   A  person's   membership  on  any  committee  or  subcommittee  shall
automatically  terminate  when  such  person  ceases  to be a  director  of  the
corporation.

     Sections  4, 5, 6,  7, 8 and 12 of  Article  III,  which  govern  meetings,
notice,  waiver of notice,  quorum,  voting  requirements  and action  without a
meeting of the board of directors, shall apply to committees,  subcommittees and
their members appointed under this Section 11.

     Neither  the  designation  of  any  such  committee  or  subcommittee,  the
delegation  of authority to such  committee or  subcommittee,  nor any action by
such committee or subcommittee  pursuant to its authority shall alone constitute
compliance  by any member of the board of directors or a member of the committee
or subcommittee in question with his  responsibility  to conform to the standard
of care set forth in Article III, Section 14 of these bylaws.

     Section 12. Audit  Committee.  The corporation  shall have a standing Audit
Committee  which shall be deemed created under and pursuant to the provisions of
Section 11 of these  bylaws.  The board  shall have the power to  establish  the
number of membership  positions on the Audit  Committee from time to time and to
change the number of membership  positions on such  committee from time to time.
The members of the Audit  Committee  shall be  determined by the Chairman of the
board, if any, subject to the approval of the board,  provided that the majority
of the members of the Audit Committee shall be independent directors.

     The Audit  Committee  shall:  (i) recommend to the board annually a firm of
independent  public  accountants to act as auditors for the  corporation and its
subsidiaries  to  be  included  in  the  corporation's   consolidated  financial




                                      -10-

<PAGE>



statements;  (ii) review with the  auditors in advance the scope of their annual
audit for the  corporation,  (iii) review with the  auditors and the  management
from time to time, the  accounting  principles,  policies,  and practices of the
corporation and its reporting  policies and practices for the corporation;  (iv)
review  with  the  auditors   annually  the  results  of  their  audit  for  the
corporation;  (v) review from time to time with the  auditors  and the  internal
financial  personnel  the adequacy of the  accounting,  financial  and operating
controls for the corporation; and (vi) exercise such other authority which shall
from  time to time be  delegated  to the  committee  by the  board or which  the
committee shall deem reasonably related to any authority  expressly delegated to
the committee in or pursuant to this Section. 12.

     Section 13. Informal Action by Directors.  Any action required or permitted
to be taken at a meeting  of the  directors  or any  committee  or  subcommittee
designated by the board of directors may be taken without a meeting if a written
consent (or counterparts  thereof) that sets forth the action so taken is signed
by all of the directors  entitled to vote with respect to the action taken. Such
consent  shall  have  the same  force  and  effect  as a  unanimous  vote of the
directors or committee or subcommittee  members and may be stated as such in any
document.  Unless the consent specifies a different effective date, action taken
under this Section 12 is effective at the time the last director signs a writing
describing the action taken, unless,  before such time, any director has revoked
his consent by a writing signed by the director and received by the president or
the secretary of the corporation.

     Section 14.  Telephonic  Meetings.  The board of  directors  may permit any
director (or any member of a committee or subcommittee  designated by the board)
to  participate  in a regular or special  meeting of the board of directors or a
committee or subcommittee  thereof through the use of any means of communication
by which all directors  participating  in the meeting can hear each other during
the meeting.  A director  participating in a meeting in this manner is deemed to
be present in person at the meeting.

     Section 15.  Standard  of Care.  A director  shall  perform his duties as a
director,  including without  limitation his duties as a member of any committee
of the board,  in good faith,  in a manner he  reasonably  believes to be in the
best  interests  of the  corporation,  and with the care an  ordinarily  prudent
person  in a like  position  would  exercise  under  similar  circumstances.  In
performing  his duties,  a director  shall be  entitled to rely on  information,
opinions,  reports  or  statements,  including  financial  statements  and other
financial  data,  in each  case  prepared  or  presented  by the  person  herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge  concerning  the matter in question that would cause such reliance
to be  unwarranted.  A director  shall not be liable to the  corporation  or its
shareholders  for any  action  he takes or omits to take as a  director  if,  in
connection  with such action or omission,  he performs his duties in  compliance
with this Section 14.

     The  designated  persons on whom a director is entitled to rely are (i) one
or more officers or employees of the  corporation  whom the director  reasonably
believes to be reliable  and  competent  in the  matters  presented,  (ii) legal
counsel,  public  accountant,  or other person as to matters  which the director
reasonably   believes  to  be  within  such  person's   professional  or  expert
competence,  or (iii) a committee or  subcommittee  of the board of directors on
which  the  director  does not serve if the  director  reasonably  believes  the
committee or subcommittee merits confidence.




                                      -11-

<PAGE>



                                   ARTICLE IV
                               Officers and Agents
                               -------------------

     Section 1. General.  The officers of the corporation  shall be a president,
one or more vice presidents, a secretary,  and a controller,  each of whom shall
be a natural person eighteen years of age or older. The board of directors or an
officer or officers  authorized by the board may appoint such other officers and
assistants as they may consider necessary. The board of directors or the officer
or  officers  authorized  by the board  shall  from time to time  determine  the
procedure for the appointment of officers, their term of office, their authority
and duties and their compensation.  One person may hold more than one office. In
all cases where the duties of any officer,  agent or employee are not prescribed
by the bylaws or by the board of  directors,  such  officer,  agent or  employee
shall follow the orders and instructions of the president of the corporation.

     Section 2. Appointment and Term of Office.  The officers of the corporation
shall be appointed from time to time as determined by the board of directors. If
any officer or officers are to be  appointed  by another  officer or officers of
the corporation, such appointments shall be made as soon as conveniently may be.
Each officer  shall hold office  until the first of the  following  occurs:  his
successor  shall  have  been  duly  appointed  and  qualified,  his  death,  his
resignation, or his removal in the manner provided in Section 3.

     Section 3.  Resignation  and Removal.  An officer may resign at any time by
giving  written notice of resignation  to the  corporation.  The  resignation is
effective  when the  notice is  received  by the  corporation  unless the notice
specifies a later effective date.

     Any  officer or agent may be  removed at any time with or without  cause by
the board of directors or an officer or officers  authorized by the board.  Such
removal does not affect the contract  rights,  if any, of the  corporation or of
the person so  removed.  The  appointment  of an  officer or agent  shall not in
itself create contract rights.

     Section 4. Vacancies.  A vacancy in any office,  however occurring,  may be
filled by the board of  directors,  or by the officer or officers  authorized by
the board,  for the  unexpired  portion  of the  officer's  term.  If an officer
resigns and his  resignation  is made  effective  at a later date,  the board of
directors,  or  officer or  officers  authorized  by the  board,  may permit the
officer to remain in office  until the  effective  date and may fill the pending
vacancy  before  the  effective  date if the board of  directors  or  officer or
officers  authorized  by the board  provide  that the  successor  shall not take
office until the effective date. In the  alternative,  the board of directors or
officer or officers  authorized by the board of directors may remove the officer
at any time before the effective date and may fill the resulting vacancy.

     Section 5. President. Subject to the direction and supervision of the board
of directors, the president shall have general and active control of its affairs
and business and general  supervision  of its  officers,  agents and  employees.
Unless otherwise directed by the board of directors,  the president shall attend
in person or by  substitute  appointed by him, or shall execute on behalf of the
corporation written  instruments  appointing a proxy or proxies to represent the
corporation,  at all meetings of the  stockholders  of any other  corporation in
which the  corporation  holds any  stock.  On  behalf  of the  corporation,  the
president may in person or by substitute  or proxy  execute  written  waivers of
notice and consents with respect to any such meetings.  At all such meetings and
otherwise,  the  president,  in person or by substitute  or proxy,  may vote the
stock held by the corporation,  execute written  consents and other  instruments




                                      -12-

<PAGE>


with respect to such stock,  and exercise any and all rights and powers incident
to the  ownership  of said stock,  subject to the  instructions,  in any, of the
board of directors.  The president shall have custody of the controller's  bond,
if any. The  president  shall have such  additional  authority and duties as are
appropriate  and  customary  for the  office of  president  and chief  executive
officer, except as the same may be expanded or limited by the board of directors
from time to time.

     Section 6. Vice Presidents.  The vice presidents shall assist the president
and shall  perform such duties as may be assigned to them by the president or by
the board of directors. In the absence of the president,  the vice president, if
any (or, if more than one, the vice  presidents  in the order  designated by the
board of  directors,  of if the board makes no such  designation,  then the vice
president designated by the president, or if neither the board nor the president
makes any such  designation,  the senior vice  president as  determined by first
election  of that  office),  shall have the powers and perform the duties of the
president.

     Section 7.  Secretary.  The  secretary  shall (i) prepare  and  maintain as
permanent  records the minutes of the  proceedings of the  shareholders  and the
board of directors,  a record of all actions taken by the  shareholders or board
of directors without a meeting,  a record of all actions taken by a committee of
the  board of  directors  in place of the  board of  directors  on behalf of the
corporation,  and a record of all waivers of notice of meetings of  shareholders
and of the  board  of  directors  or any  committee  thereof,  (ii) see that all
notices are duly given in accordance  with the provisions of these bylaws and as
required by law,  (iii) serve as custodian of the  corporate  records and of the
seal of the  corporation  and affix the seal to all documents when authorized by
the board of  directors,  (iv) keep at the  corporation's  registered  office or
principal  place of business a record  containing the names and addresses of all
shareholders  in a form  that  permits  preparation  of a list  of  shareholders
arranged  by voting  group and by class or series of shares  within  each voting
group,  that is  alphabetical  within  each  class or series  and that shows the
address  of,  and the  number of shares of each  class or series  held by,  each
shareholder,  unless  such  a  record  shall  be  kept  at  the  office  of  the
corporation's  transfer  agent or registrar,  (v) maintain at the  corporation's
principal  office  the  originals  or copies of the  corporation's  articles  of
incorporation,  bylaws, minutes of all shareholders' meetings and records of all
action taken by  shareholders  without a meeting for the past three  years,  all
written  communications within the past thee years to shareholders as a group or
to the holders of any class or series of shares as a group,  a list of the names
and business  addresses of the current  directors  and  officers,  a copy of the
corporation's  most recent  corporate  report filed with the Secretary of State,
and financial  statements showing in reasonable detail the corporation's  assets
and  liabilities  and results of operations for the last three years,  (vi) have
general  charge of the  stock  transfer  books of the  corporation,  unless  the
corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) 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.  Assistant  secretaries,  if any,  shall
have the same duties and powers,  subject to supervision  by the secretary.  The
directors and/or shareholders may however respectively  designate a person other
than  the  secretary  or  assistant  secretary  to keep  the  minutes  of  their
respective  meetings.  The board of directors may appoint the person  serving as
vice president and general counsel to act as the secretary of the corporation.

     Any books, records, or minutes of the corporation may be in written form or
in any form  capable of being  converted  into  written form within a reasonable
time.

     Section 8.  Controller.  The  controller  shall be the principal  financial
officer  of the  corporation,  shall  have the care and  custody  of all  funds,
securities,  evidences  of  indebtedness  and  other  personal  property  of the




                                      -13-

<PAGE>



corporation  and shall deposit the same in accordance  with the  instructions of
the board of directors.  He shall receive and give receipts and acquittances for
money  paid  in on  account  of  the  corporation,  and  shall  pay  out  of the
corporation's  funds on hand all  bills,  payrolls  and other  just debts of the
corporation of whatever nature upon maturity.  He shall perform all other duties
incident to such office and, upon request of the board,  shall make such reports
to it as may be required at any time. He shall,  if required by the board,  give
the  corporation  a bond in such  sums  and  with  such  sureties  as  shall  be
satisfactory  to the board,  conditioned  upon the faithful  performance  of his
duties  and  for  the  restoration  to the  corporation  of all  books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control  belonging to the  corporation.  He shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or the president.

     The  controller  shall  also be the  principal  accounting  officer  of the
corporation.  He shall  prescribe  and  maintain  the  methods  and  systems  of
accounting  to be  followed,  keep  complete  books and  records  of  account as
required by the Colorado  Business  Corporation Act, prepare and file all local,
state and federal tax returns,  prescribe  and  maintain an adequate  systems of
internal  audit  and  prepare  and  furnish  to the  president  and the board of
directors   statements  of  account  showing  the  financial   position  of  the
corporation and the results of its operations.

     Section 9. Treasurer. The treasurer, if any, shall serve as an assistant to
the  controller and shall perform the duties of the controller to the extent the
board so designates.

                                    ARTICLE V
                                      Stock
                                      -----

     Section 1.  Certificates.  The board of directors  shall be  authorized  to
issue any of its classes of shares with or without  certificates.  The fact that
the  shares  are not  represented  by  certificates  shall have no effect on the
rights  and  obligations  of  shareholders.  If the shares  are  represented  by
certificates,  such  shares  shall  be  represented  by  consecutively  numbered
certificates  signed,  either  manually  or by  facsimile,  in the  name  of the
corporation by one or more persons designated by the board of directors. In case
any officer  who has signed or whose  facsimile  signature  has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued,  such  certificate may nonetheless be issued by the corporation with the
same effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form and shall contain such  information  consistent with
law as  shall be  prescribed  by the  board  of  directors.  If  shares  are not
represented  by  certificates,  within a reasonable  time following the issue or
transfer of such shares,  the corporation  shall send the shareholder a complete
written  statement of all of the information  required to be provided to holders
of uncertificated shares by the Colorado Business Corporation Act.

     Section 2.  Consideration  for Shares.  Certificated or uncertified  shares
shall not be issued  until the shares  represented  thereby are fully paid.  The
board of  directors  may  authorize  the  issuance  of shares for  consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash,  promissory notes, services performed or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the  corporation.  The promissory note of a subscriber or an affiliate
of a subscriber  shall not constitute  payment or partial  payment for shares of
the  corporation  unless the note is  negotiable  and is secured by  collateral,
other than the shares being purchased, having a fair market value at least equal
to the principal amount of the note. For purposes of this Section 2, "promissory
note"  means a  negotiable  instrument  on which there is an  obligation  to pay
independent of collateral and does not include a non-recourse note.



                                      -14-

<PAGE>


     Section 3. Lost Certificates.  In case of the alleged loss,  destruction or
mutilation  of a  certificate  of stock,  the board of directors  may direct the
issuance of a new  certificate  of stock,  the board of directors may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as the board may  prescribe.  The board of directors may in
its discretion  require an affidavit of lost  certificate  and/or a bond in such
form and amount and with such surety as it may  determine  before  issuing a new
certificate.

     Section 4. Transfer of Shares.  Upon  surrender to the  corporation or to a
transfer  agent of the  corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  and receipt of such documentary  stamps as may be required by law and
evidence  of  compliance   with  all  applicable   securities   laws  and  other
restrictions,  the  corporation  shall  issue a new  certificate  to the  person
entitled thereto,  and cancel the old certificate.  Every such transfer of stock
shall be entered on the stock  books of the  corporation  which shall be kept at
its principal  office or by the person and the place  designated by the board of
directors.

     Except as otherwise  expressly  provided in Article II,  Sections 7 and 11,
and except for the  assertion of  dissenters'  rights to the extent  provided in
Article 113 for the Colorado Business  Corporation Act, the corporation shall be
entitled to treat the registered  holder of any shares of the corporation as the
owner  thereof  for all  purposes,  and the  corporation  shall  not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving  from such shares on the part of any person  other than the  registered
holder,  including without  limitation any purchaser,  assignee or transferee of
such shares or rights  deriving  from such  shares,  unless and until such other
person  becomes  the  registered  holder  of  such  shares,  whether  or not the
corporation  shall have  either  actual or  constructive  notice of the  claimed
interest of such other person.

     Section 5. Transfer Agent,  Registrars and Paying Agents.  The board may at
its discretion  appoint one or more transfer  agents,  registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation.  Such agents and registrars may be located either within or outside
Colorado.  They shall have such  rights and duties and shall be entitled to such
compensation as may be agreed.

                                   ARTICLE VI
                       Indemnification of Certain Persons
                       ----------------------------------

     Section 1. Definitions.  The following definitions shall apply to the terms
as used in this Article:

          a. "Corporation" includes this corporation and any domestic or foreign
predecessor entity of the corporation in a merger, or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

          b.  "Director"  means an  individual  who is or was a director  of the
corporation  and an individual who, while a director of the  corporation,  is or
was  serving at the  corporation's  request  as a  director,  officer,  partner,
trustee,  employee,  or agent of any other foreign or domestic corporation or of
any partnership,  joint venture,  trust, other enterprise or person, or employee
benefit plan. A director  shall be considered to be serving an employee  benefit
plan at the  corporation's  request if his or her duties to the corporation also




                                      -15-

<PAGE>



impose dutiess on or otherwise  involve services by him or her to the plan or to
participants in or beneficiaries of the plan.  "Director"  includes,  unless the
context otherwise requires, the estate or personal representative of a director.

          c. "Expenses" includes attorneys fees.

          d.  "Liability"  means the  obligation to pay a judgment,  settlement,
penalty,  fine  (including  an excise tax  assessed  with respect to an employee
benefit plan), or reasonable expense incurred with respect to a proceeding.

          e. "Official  capacity,"  when used with respect to a director,  means
the office of  director in the  corporation,  and,  when used with  respect to a
person other than a director,  means the office in the  corporation  held by the
officer or the employment or agency  relationship  undertaken by the employee or
agent on behalf of the corporation. "Official capacity" does not include service
for any other  foreign or domestic  corporation  or for any  partnership,  joint
venture, trust, other enterprise, or employee benefit plan.

          f. "Party"  includes a person who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.

          g. "Proceeding"  means any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
and whether formal or informal.

     Section 2. Indemnification for Liability.

          a.  Except  as  provided  in  paragraph  d. of  this  Section  2,  the
corporation  shall indemnify  against  liability  incurred in any proceeding any
person made a party to the proceeding  because he or she is or was a director or
officer if: (i) he or she conducted himself or herself in good faith; (ii) he or
she  reasonably  believed:  (a) in the case of  conduct  in his or her  official
capacity with the corporation,  that his or her conduct was in the corporation's
best interests,  or (b) in all other cases, that his or her conduct was at least
not opposed to the  corporation's  best interests;  and (iii) in the case of any
criminal  proceeding,  he or she had no  reasonable  cause to believe his or her
conduct was unlawful.

          b. A  director's  or  officer's  conduct  with  respect to an employee
benefit plan for a purpose he or she reasonably  believed to be in the interests
of the  participants in or  beneficiaries  of the plan is conduct that satisfies
the  requirements  of this  Section 2. A director's  or  officer's  conduct with
respect  to an  employee  benefit  plan  for a  purpose  that  he or she did not
reasonably   believe  to  be  in  the  interests  of  the   participants  in  or
beneficiaries  of the plan shall be deemed not to satisfy  the  requirements  of
this Section 2.

          c. The termination of any proceeding by judgment,  order,  settlement,
or conviction,  or upon a plea of nolo contendere or its  equivalent,  is not of
itself  determinative  that the person did not meet the  standard of conduct set
forth in paragraph a. of this Section 2.

          d. The  corporation may not indemnify a director or officer under this
Section 2 either:  (i) in connection with a proceeding by or in the right of the
corporation  in which  the  director  or  officer  was  adjudged  liable  to the
corporation;  or  (ii) in  connection  with  any  proceeding  charging  improper
personal benefit to the director or officer,  whether or not involving action in
his or her  official  capacity,  in which he or she was  adjudged  liable on the
basis that personal benefit was improperly received by him or her.



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<PAGE>


          e. Indemnification permitted under this Section 2 in connection with a
proceeding  by or in the  right of the  corporation  is  limited  to  reasonable
expenses incurred in connection with the proceeding.

     Section 3. Mandatory Indemnification.

          a.  Except  as  limited  by these  bylaws,  the  corporation  shall be
required to  indemnify a director or officer of the  corporation  who was wholly
successful, on the merits or otherwise, in defense of any proceeding to which he
or she was a party  because the person is or was a director or officer,  against
reasonable expenses incurred by him or her in connection with the proceeding.

          b. Except as otherwise  limited by these bylaws, a director or officer
who is or was a party to a proceeding may apply for indemnification to the court
conducting  the  proceeding  or to another court of competent  jurisdiction.  On
receipt  of an  application,  the  court,  after  giving  any  notice  the court
considers necessary, may order indemnification in the following manner:

               (i) If it  determines  the  director  or officer is  entitled  to
mandatory indemnification, the court shall order indemnification under paragraph
a. of this  Section 3, in which case the court shall also order the  corporation
to pay the  director's  or  officer's  reasonable  expenses  incurred  to obtain
court-ordered indemnification.

               (ii) If it determines  that the director or officer is fairly and
reasonably   entitled   to   indemnification   in  view  of  all  the   relevant
circumstances, whether or not he or she met the standard of conduct set forth in
paragraph  a. of  Section  2 of  this  Article  or was  adjudged  liable  in the
circumstances  described in paragraph d. of Section 2 of this Article, the court
may order  such  indemnification  as the court  deems  proper;  except  that the
indemnification  with respect to any  proceeding in which  liability  shall have
been  adjudged in the  circumstances  described  in paragraph d. of Section 2 of
this Article is limited to reasonable expenses incurred.

          c. Notwithstanding Section 3(b) above in this Article, no person shall
be entitled to be reimbursed for any expense incurred in connection with a court
proceeding to obtain court-ordered  indemnification unless such person has first
made a reasonable  application to the corporation for  indemnification,  and the
corporation has either unreasonably denied such application or, through no fault
of the  applicant,  has  been  unable  to  consider  such  application  within a
reasonable time.


     Section 4. Limitation on Indemnification.

          a. The  corporation  may not  indemnify  a director  or officer  under
Section  2 of this  Article  unless  authorized  in the  specific  case  after a
determination has been made that  indemnification  of the director or officer is
permissible  in the  circumstances  because  he or she has met the  standard  of
conduct set forth in paragraph a. of Section 2 of this Article.

          b.  The  determination  required  to be made by  paragraph  a. of this
Section 4 shall be made (i) by the board of  directors  by a majority  vote of a
quorum,  which quorum shall consist of directors not parties to the  proceeding;




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<PAGE>



or (ii) if a quorum cannot be obtained, by a majority vote of a committee of the
board  designated  by the board,  which  committee  shall consist of two or more
directors not parties to the  proceeding;  except that directors who are parties
to the  proceeding  may  participate  in the  designation  of directors  for the
committee.

          c. If the  quorum  cannot  be  obtained  or the  committee  cannot  be
established  under  paragraph  b. of this  Section  4,  or even if a  quorum  is
obtained or a committee  designated if such quorum or committee so directs,  the
determination  required to be made by  paragraph  a. of this  Section 4 shall be
made:  (i) by  independent  legal  counsel  selected  by a vote of the  board of
directors or the committee in the manner  specified in subparagraph  (i) or (ii)
of  paragraph  b. of this  Section 4 or, if a quorum of the full board cannot be
obtained and a committee  cannot be  established,  by independent  legal counsel
selected by a majority vote of the full board; or (ii) by the shareholders.

          d.   Authorization   of   indemnification   and   evaluation   as   to
reasonableness of expenses shall be made in the same manner as the determination
that  indemnification  is permissible;  except that, if the  determination  that
indemnification   is  permissible   is  made  by   independent   legal  counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

     Section 5. Advance of Expenses.

          a. The  corporation  may pay for or reimburse the reasonable  expenses
incurred  by a  director,  officer,  employee  or  agent  who  is a  party  to a
proceeding in advance of final disposition of the proceeding if:

               (i) The  director,  officer,  employee  or  agent  furnishes  the
corporation a written affirmation of his or her good faith belief that he or she
has met the standard of conduct described in subparagraph (i) of paragraph a. of
Section 2 of this Article;

               (ii) The  director,  officer,  employee  or agent  furnishes  the
corporation a written undertaking,  executed personally or on his or her behalf,
to repay  the  advance  if it is  determined  that he or she did not  meet  such
standard of conduct; and

               (iii) A determination  is made that the facts then known to those
making the determination would not preclude indemnification under this Article.

          b. The undertaking  required by  subparagraph  (ii) of paragraph a. of
this  Section  5 shall  be an  unlimited  general  obligation  of the  director,
officer,  employee or agent, but need not be secured and may be accepted without
reference to financial ability to make repayment.

          c.  Determinations  and  authorizations of payments under this Section
shall be made in the manner specified under Section 4 of this Article.

     Section 6. Reimbursement of Witness Expenses.  The sections of this Article
do not limit the corporation's  authority to pay or reimburse  expenses incurred
by a  director  in  connection  with his or her  appearance  as a  witness  in a
proceeding  at a time  when he or she has not  been  made a named  defendant  or
respondent in the proceeding.



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<PAGE>



     Section 7. Insurance for Indemnification.  The corporation may purchase and
maintain  insurance  on behalf of a person  who is or was a  director,  officer,
employee,  fiduciary,  or agent of the  corporation  or who,  while a  director,
officer, employee,  fiduciary, or agent of the corporation, is or was serving at
the  request  of the  corporation  as a  director,  officer,  partner,  trustee,
employee, fiduciary, or agent of any other foreign or domestic corporation or of
any partnership,  joint venture,  trust,  other enterprise,  or employee benefit
plan  against any  liability  asserted  against or incurred by him or her in any
such  capacity or arising  out of his or her status as such,  whether or not the
corporation  would have the power to indemnify him or her against such liability
under the  provisions of this Article.  Any such  insurance may be procured from
any insurance  company  designated by the Board of Directors of the corporation,
whether  such  insurance  company  is  formed  under  the  laws of  Colorado  or
elsewhere,  including any insurance  company in which the corporation has equity
or any other interest, through stock or otherwise.

     Section 8. Notice of Indemnification.  Any indemnification of or advance of
expenses  to a director in  accordance  with this  Article,  if arising out of a
proceeding by or on behalf of the  corporation,  shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting.

     Section  9.  Indemnification  of  Officers,  Employees  and  Agents  of the
Corporation.  The Board of Directors may  indemnify  and advance  expenses to an
officer,  employee  or agent of the  corporation  who is not a  director  of the
corporation   to  the  same  or  greater   extent  as  to  a  director  if  such
indemnification  and advance  expense payment is provided for in the Articles of
Incorporation,  these bylaws,  by resolution of the shareholders or directors or
by contract, in a manner consistent with the Colorado Business Corporation Act.

                                   ARTICLE VII
                                  Miscellaneous
                                  -------------

     Section 1. Seal. The corporate seal of the corporation shall be circular in
form  and  shall  contain  the name of the  corporation  and the  words,  "Seal,
Colorado."

     Section 2.  Fiscal  Year.  The fiscal year of the  corporation  shall be as
established by the board of directors.

     Section 3.  Amendments.  The board of  directors  shall have power,  to the
maximum  extent  permitted by the Colorado  Business  Corporation  Act, to make,
amend and repeal the bylaws of the corporation at any regular or special meeting
of the board  unless  the  shareholders,  in making,  amending  or  repealing  a
particular  bylaw,  expressly provide that the directors may not amend or repeal
such bylaw. The shareholders  also shall have the power to make, amend or repeal
the bylaws of the  corporation at any annual  meeting or at any special  meeting
called for that purpose.

     Section 4. Gender. The masculine gender is used in these bylaws as a matter
of convenience  only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

     Section 5. Conflicts.  In the event of any irreconcilable  conflict between
these  bylaws  and  either  the  corporation's   articles  of  incorporation  or
applicable law, the latter shall control.



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<PAGE>


     Section 6.  Receipt of Notices  by the  Corporation.  Notices,  shareholder
writings  consenting to action,  and other documents or writings shall be deemed
to have been received by the corporation when they are actually received: (i) at
the  registered  office of the  corporation  in Colorado;  (ii) at the principal
office of the  corporation  (as that  office is  designated  in the most  recent
document  filed by the  corporation  with the  Secretary  of State for  Colorado
designating a principal  office)  addressed to the attention of the secretary of
the  corporation;  (iii)  by the  secretary  of  the  corporation  wherever  the
secretary may be found; or (iv) by any other person authorized from time to time
by the board of directors or the  president to receive such  writings,  wherever
such person is found.

     Section 7. Definitions.  Except as otherwise specifically provided in these
bylaws,  all terms used in these bylaws shall have the same definition as in the
Colorado Business Corporation Act.




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