BYLAWS
                                       OF
                            PROCARE INDUSTIRES, LTD.

                                    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 each year on a date and at a time  fixed by the board of  directors  of the
corporation  (or by the chairman of the board or the president in the absence of
action by the board of directors), 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
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,  or the special meeting
was not held in accordance with the notice.


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     Section 2.  Special  Meetings.  Unless  otherwise  prescribed  by  statute,
special  meetings  of the  shareholders  may be called  for any  purpose  by the
chairman  of the  board,  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  that (i) if the  number of  authorized
shares is to be increased,  at least thirty days notice shall be given,  or (ii)
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
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.

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     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.


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     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
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

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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.

     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.

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     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,  regardless of class,
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,  except to the extent
that the  voting  rights of the shares of any class or  classes  are  limited or
denied by the articles of  incorporation  as permitted by the Colorado  Business
Corporation  Act.  Cumulative  voting  shall not be permitted in the election of
directors  or for any  other  purpose.  Each  record  holder  of 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.

     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

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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  appoint  ment 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;

          (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 officer 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

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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.

     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,  but
shall be no fewer  than  three.  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.

     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

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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  chairman of the board,  the  president or
any two 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,
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

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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 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,  a fixed sum for  attendance  at each meeting,  a stated
salary as director, or such other compensation as the board of directors 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  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 of the board shall not be available to a director who voted in favor
of such action.

     Section  11.  Committees.  By  resolution  adopted by a majority of all the
directors  in  office  when the  action is taken,  the  board of  directors  may
designate  from among its members an executive  committee  and one or more other
committees,  and appoint one or more  members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the authority of the board of  directors,  except that no such  committee  shall
have the  authority to (i) authorize  distributions,  (ii) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation

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<PAGE>


Act to be  approved  by  shareholders,  (iii)  fill  vacancies  on the  board of
directors or any committee  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  officer  to  do  so  within  limits
specifically prescribed by the board of directors. The committee 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.

     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  and their members
appointed under this Section 11.

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

     Section 12. Informal Action by Directors.  Any action required or permitted
to be taken at a meeting of the  directors or any  committee  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 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 13.  Telephonic  Meetings.  The board of  directors  may permit any
director (or any member of a committee  designated by the board) to  participate
in a regular or special meeting of the board of directors or a committee 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 14.  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

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<PAGE>


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  persons  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 of the board of directors on which the director
does  not  serve  if the  director  reasonably  believes  the  committee  merits
confidence.

                                   ARTICLE IV

                               Officers and Agents

     Section 1. General. The officers of the corporation shall be a president, a
secretary and a treasurer, 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,  assistant  officers,  committees and
agents,  assistant  secretaries and assistant  treasurers,  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 by the board of directors at each annual meeting of the board
held after  each  annual  meeting of the  shareholders.  If the  appointment  of
officers  is not made at such  meeting or if an officer  or  officers  are to be
appointed by another officer or officers of the corporation,  such  appointments
shall be made as soon thereafter 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.


                                       12

<PAGE>


     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 or by
the  shareholders.  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.  Chairman of the Board.  The chairman of the board of directors,
if elected and if available, or if not elected or not available,  the president,
shall preside at all meetings of the stockholders and of the board of directors.

     Section 6. President. Subject to the direction and supervision of the board
of  directors,  the  president  shall have  general  and  active  control of the
corporation's  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 by proxy execute
written waivers of notice and consents with respect to any such meetings. At all
such meetings and otherwise, the president, in person or by substitute or proxy,
may vote the stock held by the  corporation,  execute written consents and other
instruments  with  respect to such stock,  and  exercise  any and all rights and
powers incident to the ownership of said stock, subject to the instructions,  if
any,  of the  board of  directors.  The  president  shall  have  custody  of the
treasurer's bond, if any.

     Section 7. Vice  Presidents.  If elected,  the vice presidents shall assist
the chairman of the board and the president and shall perform such duties as may
be assigned to them by the  chairman  of the board and the  president  or by the
board  of  directors.  In the  absence  of the  chairman  of the  board  and the
president, the vice president, if any (or, if more than one, the vice presidents
in the order designated by the board of directors, or if the board makes no such
designation,  then the vice president designated by the chairman of the board or
by the  president,  or if neither the board,  the  chairman of the board nor the
president makes any such designation, the senior vice president as determined by
first election to that office),  shall have the powers and perform the duties of
the chairman of the board and the president.


                                       13

<PAGE>


     Section 8.  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 three 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.

     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  9.  Treasurer.  The  treasurer  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
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 the office of the treasurer  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

                                       14

<PAGE>


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 assistant  treasurers,  if any, shall have the
same powers and duties, subject to the supervision of the treasurer.

     The  treasurer  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  system 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.

                                    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 the  president  and  secretary  or by one or more other  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 uncertificated 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.


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<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 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 of 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.  Indemnification.  For purposes of Article VI, a "Proper Person"
means any  person who was or is a party or is  threatened  to be made a party to
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative,  and whether formal or informal,  by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, partner, trustee,  employee,  fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture,  trust,  profit  or  nonprofit  unincorporated   association,   limited
liability company, or other enterprise or employee benefit plan. The corporation
shall  indemnify  any  Proper  Person  against   reasonably   incurred  expenses
(including attorneys' fees), judgments, penalties, fines (including any excise

                                       16

<PAGE>



tax  assessed  with  respect to an employee  benefit  plan) and amounts  paid in
settlement  reasonably  incurred by him in connection with such action,  suit or
proceeding  if it is  determined  by the  groups  set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably  believed
(i) in the case of conduct in his official  capacity with the corporation,  that
his conduct was in the corporation's best interests,  or (ii) in all other cases
(except  criminal  cases),  that his  conduct  was at least not  opposed  to the
corporation's best interests,  or (iii) in the case of any criminal  proceeding,
that he had no reasonable  cause to believe his conduct was  unlawful.  A Proper
Person will be deemed to be acting in his  official  capacity  while acting as a
director, officer, employee or agent on behalf of this corporation and not while
acting on this corporation's behalf for some other entity.

     No  indemnification  shall be made under this Article VI to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a corporation in which the Proper Person was adjudged  liable to
the  corporation or in connection  with any proceeding  charging that the Proper
Person derived an improper personal benefit,  whether or not involving action in
an  official  capacity,  in which he was  adjudged  liable on the basis  that he
derived  an  improper  personal  benefit.  Further,  indemnification  under this
Section  in  connection  with a  proceeding  brought  by or in the  right of the
corporation shall be limited to reasonable expenses,  including attorneys' fees,
incurred in connection with the proceeding.

     Section 2. Right to  Indemnification.  The corporation  shall indemnify any
Proper Person who was wholly successful,  on the merits or otherwise, in defense
of  any  action,   suit,   or   proceeding  as  to  which  he  was  entitled  to
indemnification  under Section l of this Article VI against expenses  (including
attorneys'  fees)  reasonably  incurred by him in connection with the proceeding
without  the  necessity  of  any  action  by  the  corporation  other  than  the
determination in good faith that the defense has been wholly successful.

     Section 3. Effect of Termination of Action.  The termination of any action,
suit or proceeding by judgment,  order, settlement or conviction, or upon a plea
of nolo  contendere or its  equivalent  shall not of itself create a presumption
that the person  seeking  indemnification  did not meet the standards of conduct
described  in Section l of this  Article  VI.  Entry of a judgment by consent as
part of a  settlement  shall not be  deemed an  adjudication  of  liability,  as
described in Section 2 of this Article VI.

     Section 4. Groups Authorized to Make Indemnification Determination.  Except
where  there is a right to  indemnification  as set forth in  Sections 1 or 2 of
this  Article or where  indemnification  is ordered by a court in Section 5, any
indemnification  shall  be made by the  corporation  only as  authorized  in the
specific case upon a determination by a proper group that indemnification of the
Proper  Person is  permissible  under the  circumstances  because he has met the
applicable  standards  of conduct set forth in Section l of this  Article.  This
determination  shall be made by the board of  directors  by a  majority  vote of
those  present at a meeting at which a quorum is  present,  which  quorum  shall
consist of directors not parties to the proceeding ("Quorum"). If a Quorum


                                       17


<PAGE>



cannot be  obtained,  the  determination  shall be made by a majority  vote of a
committee of the board of directors  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.  If a  Quorum  of the  board  of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is  obtained  or the  committee  is  designated  and a majority  of the
directors  constituting  such Quorum or committee so directs,  the determination
shall be made by (i) independent  legal counsel  selected by a vote of the board
of directors or the committee in the manner specified in this Section 4 or, if a
Quorum of the full board of directors  cannot be obtained and a committee cannot
be established,  by independent legal counsel selected by a majority vote of the
full board (including directors who are parties to the action) or (ii) a vote of
the shareholders.

     Section 5. Court-Ordered  Indemnification.  Any Proper Person may apply for
indemnification  to the court  conducting  the proceeding or to another court of
competent  jurisdiction  for mandatory  indemnification  under Section 2 of this
Article,  including  indemnifica tion for reasonable expenses incurred to obtain
court-ordered  indemnification.  If the court determines that such Proper Person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances,  whether  or not he met the  standards  of  conduct  set forth in
Section l of this Article or was adjudged  liable in the  proceeding,  the court
may order such  indemnification  as the court  deems  proper  except that if the
Proper Person has been  adjudged  liable,  indemnifica  tion shall be limited to
reasonable  expenses  incurred in connection  with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

     Section 6. Advance of Expenses.  Reasonable expenses (including  attorneys'
fees)  incurred in  defending  an action,  suit or  proceeding  as  described in
Section 1 may be paid by the  corporation to any Proper Person in advance of the
final  disposition  of such  action,  suit or  proceeding  upon receipt of (i) a
written  affirmation  of such Proper  Person's good faith belief that he has met
the  standards  of conduct  prescribed  by Section l of this  Article VI, (ii) a
written  undertaking,  executed  personally or on the Proper Person's behalf, to
repay such  advances  if it is  ultimately  determined  that he did not meet the
prescribed  standards of conduct (the undertaking  shall be an unlimited general
obligation  of the Proper  Person but need not be  secured  and may be  accepted
without  reference  to  financial  ability  to  make  repayment),  and  (iii)  a
determination  is made by the proper  group (as  described  in Section 4 of this
Article  VI)  that the  facts as then  known to the  group  would  not  preclude
indemnification.  Determination  and  authorization of payments shall be made in
the same manner specified in Section 4 of this Article VI.

     Section 7. Witness  Expenses.  The sections of this Article VI do not limit
the corporation's  authority to pay or reimburse expenses incurred by a director
in connection  with an appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

     Section 8. Report to  Shareholders.  Any  indemnification  of or advance of
expenses to a director in  accordance  with this Article VI, 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. If

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the next shareholder action is taken without a meeting at the instigation of the
board of directors,  such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                   ARTICLE VII

                             Provision of Insurance

     By action of the board of  directors,  notwithstanding  any interest of the
directors in the action, the corporation may purchase and maintain insurance, in
such scope and amounts as the board of directors deems appropriate, on behalf of
any 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,
profit or nonprofit  unincorporated  association  limited  liability  company or
other  enterprise  or employee  benefit  plan,  against any  liability  asserted
against,  or incurred  by, him in that  capacity or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under the provisions of Article VI or applicable law. 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 any other  jurisdiction  of the United  States or
elsewhere,  including  any  insurance  company in which the  corporation  has an
equity interest or any other interest, through stock ownership or otherwise.

                                  ARTICLE VIII

                                  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.


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     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.

     Section 6. 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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