Exhibit 3.4


                             BYLAWS
                               OF
                    THE QUIZNO'S CORPORATION
              ADOPTED AUGUST 25, 1994, AS AMENDED


                           ARTICLE I.

                       Offices and Agents

           1.    Principal  Office.   The  principal  office  of  the
Corporation may be located within or without the State of   Colorado,
as  designated by the most recent filing with the Secretary of  State
of  Colorado.  The Corporation may have other offices and  places  of
business  at  such places within or without the State of Colorado  as
shall be determined by the directors.

           2.    Registered  Office.  The registered  office  of  the
Corporation required by the Colorado Business Corporation Act must be
continually maintained in the State of Colorado, and it may  be,  but
need  not be, identical with the principal office, if located in  the
State  of  Colorado.   The address of the registered  office  of  the
Corporation  may  be  changed from time to time as  provided  by  the
Colorado Business Corporation Act.

           3.    Registered Agent.  The Corporation shall maintain  a
registered agent in the State of Colorado as required by the Colorado
Business Corporation Act.  Such registered agent may be changed  from
time to time as provided by the Colorado Business Corporation Act.

                           ARTICLE II

                     Shareholders Meetings

            1.     Annual  Meetings.   The  annual  meeting  of   the
shareholders  of  the Corporation shall be held at a  date  and  time
fixed by resolution of the board of directors or by the president  in
the  absence of action by the board of directors.  The annual meeting
of  the  shareholders  shall  be held for  the  purpose  of  electing
directors and transacting such other corporate business as  may  come
before  the  meeting.  If the election of directors is  not  held  as
provided herein at any annual meeting of the shareholders, or at  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.

           Notice of an annual meeting need not include a description
of  the purpose or purposes of the meeting except when the purpose of
the  meeting  is  to  consider (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)
the  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  the
Corporation controls, in each case with or without goodwill, (iv) the
dissolution of the Corporation or (v) any other purpose for  which  a
statement of purpose is required by the Colorado Business Corporation
Act.

           2.   Special Meetings.  Unless otherwise prescribed by the
Colorado   Business  Corporation  Act,  special   meetings   of   the
shareholders  of the Corporation  may be called at any  time  by  the
chairman  of  the  board of directors, if any, by the  president,  by
resolution of the board of directors or upon receipt of one  or  more
written  demands for a meeting, stating the purpose or  purposes  for
which  it is to be held, signed and dated by the holders of at  least
ten  percent  (10%)  of all votes entitled to be cast  on  any  issue
proposed  to  be  considered at the meeting.   Notice  of  a  special
meeting  shall include a description of the purpose or  purposes  for
which the meeting is called.

            3.    Place  of  Meeting.   The  annual  meeting  of  the
shareholders  of  the Corporation may be held at  any  place,  either
within or without the State of Colorado, as may be designated by  the
board of directors.  Except as limited by the following sentence, the
person or persons calling any special meeting of the shareholders may
designate any place, within or without the State of Colorado, as  the
place  for  the meeting.  If no designation is made or if  a  special
meeting  shall  be called other than by the board of  directors,  the
chairman  of  the board of directors or the president, the  place  of
meeting  shall be the principal office of the Corporation.  A  waiver
of  notice  signed by all shareholders entitled to vote at a  meeting
may designate any place as the place for holding such meeting.

           4.   Notice of Meeting.  Written notice stating the  date,
time  and place of the meeting shall be given no fewer than ten  (10)
and  no  more  than sixty (60) days before the date of  the  meeting,
except that if the number of authorized shares is to be increased, at
least thirty (30) days' notice shall be given.  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 other person 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 or her 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
the  notice  is  in  comprehensible form, the  notice  is  given  and
effective on the date received by the shareholder.  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.

           When  a meeting is adjourned to a different date, time  or
place, notice need not be given of the new date, time or place if the
new   date,  time  or  place  is  announced  at  the  meeting  before
adjournment.  At the adjourned meeting, the Corporation may  transact
any  business  which  might  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.

           5.   Waiver of Notice.  A shareholder may waive any notice
of a meeting either before or after the time and date of the meeting.
The waiver shall be in writing, be signed by the shareholder entitled
to  the  notice and be delivered to the Corporation for inclusion  in
the  minutes or filing with the corporate records, but such  delivery
and filing shall not be conditions for effectiveness.

          A shareholder's attendance at a meeting waives objection to
(i)  lack  of notice or defective notice of the meeting,  unless  the
shareholder  at the beginning of the meeting objects to  holding  the
meeting  because  of  lack of notice or defective  notice,  and  (ii)
consideration  of  a  particular matter at the meeting  that  is  not
within  the  purpose  or purposes described in  the  meeting  notice,
unless the shareholder objects to considering the matter when  it  is
presented.

           6.    Fixing  of  Record  Date.   In  order  to  determine
shareholders  entitled  (i)  to be given  notice  of  a  shareholders
meeting  (ii) to demand a special meeting, (iii) to vote, or (iv)  to
take  any other action, the board of directors may fix a future  date
as  the  record date, such date, in any case, shall not be more  than
seventy  (70) days and in case of a meeting of shareholders not  less
than  ten (10) 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, the record date shall be the  date  on  which
notice of the meeting is mailed or the date on which a 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 6, such determination shall apply to any adjournment thereof.

            Notwithstanding  the  foregoing,  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 the demands pursuant to which the meeting is called.

           7.    Voting  List.   After fixing a  record  date  for  a
shareholder's meeting, the Corporation shall prepare a list of  names
of  all  its shareholders who are entitled to be given notice of  the
meeting.  The list shall be arranged by voting groups and within each
voting  group by class or series, and shall show the address of,  and
the  number of shares of each class or series that are held  by  each
shareholder.

          The shareholders' list shall be available for inspection by
any  shareholder, beginning the earlier of ten (10) days  before  the
meeting  for  which  the list was prepared or two (2)  business  days
after  notice  of  the  meeting is given and continuing  through  the
meeting,  and any adjournment thereof, at the Corporation's principal
office  or at a place identified in the notice of the meeting in  the
city where the meeting will be held.

           A  shareholder,  his agent or attorney, may  upon  written
demand,  inspect and 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  (3)  months
immediately preceding the demand or holds at least five percent  (5%)
of  all outstanding shares of any class of shares as 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 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  cost
of production and reproduction.

            8.    Proxies.   At  all  meetings  of  shareholders,   a
shareholder  may vote by proxy by signing an appointment form  either
personally  or  by  his or her 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,  to  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  shall be filed with the Secretary of the Corporation by  or  at
the  time  of  the meeting.  The appointment of a proxy is  effective
when  received by the Corporation and is valid for eleven (11) months
unless  a  different period is expressly provided in the  appointment
form.

           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  appointment  unless  (i)   the
Corporation  had  notice that the appointment  was  coupled  with  an
interest and notice that the 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 appointment  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 exercised 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 either personally or by the
shareholder's  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.

           A transferee for value of shares subject to an irrevocable
appointment may revoke the appointment if the transferee did not know
of  its  existence  when he acquired the shares and  the  irrevocable
appointment was not noted on the certificate representing the shares.

           Subject to the provisions of Article II, Section 10  below
or  any express limitation on the proxy's authority appearing on  the
appointment  form,  a corporation is entitled to accept  the  proxy's
vote  or  other  action  as  that  of  the  shareholder  making   the
appointment.

           9.   Voting Rights.  Each outstanding share, regardless of
class,  is entitled to one vote and each fractional share is entitled
to  a  corresponding fractional vote, on each matter voted  on  at  a
shareholder's meeting 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.  Only shares are entitled to vote.  Voting
on  any  question or in any election may be by voice vote unless  the
presiding officer shall order, or any shareholder shall demand,  that
voting be by ballot.

          Cumulative voting in the election of directors shall not be
permitted.

           Except  as  otherwise  ordered by  a  court  of  competent
jurisdiction upon a finding that the purpose of this Section 9  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 another corporation,  domestic  or
foreign, and the Corporation owns, directly or indirectly, a majority
of   the  shares  entitled  to  vote  for  directors  of  the   other
corporation,  except  to the extent the other corporation  holds  the
shares in a fiduciary capacity.

          Redeemable shares are not entitled to be voted after notice
of redemption is mailed to 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.

          10.  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  to
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:

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

            (b)    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;

           (c)  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;

           (d)   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;

           (e)   Two or more persons are the shareholder as covenants
or  fiduciaries  and the name signed purports to be the  name  of  at
least  one  of  the covenants or fiduciaries and the  person  signing
appears  to  be acting on behalf of all the covenants or fiduciaries;
or

           (f)   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 the provisions of this Section 10.

           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.

           The  Corporation and its officer or 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 10 are not liable  in  damages  for  the
consequences of the acceptance or rejection.

           11.   Quorum and Voting Requirements.  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
unless   a   lesser   number  is  authorized  by  the   Articles   of
Incorporation.   Once a share is represented for  any  purpose  at  a
meeting,  including the purpose of determining that a quorum  exists,
it  is  deemed present for quorum purposes for the remainder  of  the
meeting  and  for  any adjournment of that meeting, unless  otherwise
provided in the Articles of Incorporation or unless a new record date
is or shall be set for that 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.   For  election  of  directors,   those
candidates receiving the most votes shall be elected.

           12.   Adjournments.   If  less than  a  quorum  of  shares
entitled to vote is represented at any meeting of the shareholders, a
majority  of  the shares so represented may adjourn the meeting  from
time  to time without further notice, for a period not to exceed  120
days  at  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.  Any meeting of
the shareholders may adjourn from time to time until its business  is
completed.

           13.   Action by Shareholders Without Meeting.  Any  action
required or permitted to be taken at a shareholders' meeting  may  be
taken  without a meeting if all of the shareholders entitled to  vote
thereon consent to such action in writing.   Action taken under  this
Section  13  shall  be  effective as of the  date  the  last  writing
necessary to effect the action is received by the Corporation, unless
all  of  the writings necessary to effect the action specify a  later
date  as  the effective date of the action, in which case such  later
date  shall  be the effective date of the action.  If the Corporation
receives  writings describing and consenting to the action signed  by
all  of the shareholders entitled to vote with respect to the action,
the effective date of the action may be any date that is specified in
all  of  the writings as the effective date of the action.  Any  such
writings  may  be  received  by  the  Corporation  by  electronically
transmitted facsimile or other form of wire or wireless communication
providing  the Corporation with a complete copy thereof, including  a
copy  of  the signature thereto.  Action taken under this Section  13
has  the same effect as action taken at a meeting of shareholders and
may be described as such in any document.

           Any  shareholder who has signed a writing  describing  and
consenting  to  action taken pursuant to this Section 13  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.

           14.   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

           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, the board
of  directors, except as otherwise provided in the Colorado  Business
Corporation Act or the Articles of Incorporation.

           2.  Number, Qualifications and Term of Office.  The number
of  directors of the Corporation shall be fixed from time to time  by
resolution of the board of directors, within a range of no less  than
three  (3)  or  more than nine (9).  A director shall  be  a  natural
person  who  is  eighteen years or older. A director need  not  be  a
resident  of  the  State  of  Colorado  or  a  shareholder   of   the
Corporation.

           Directors  shall  be  elected at each  annual  meeting  of
shareholders and shall hold such office until the next annual meeting
of shareholders and until his successor is elected and qualifies.   A
decrease  in  the number of directors does not shorten  an  incumbent
director's term.

           3.    Resignation, Vacancies.  Any director may resign  at
any  time by giving written notice to the Corporation.  A resignation
of  a  director  is  effective when the notice  is  received  by  the
Corporation  unless  the  notice specifies a  later  effective  date.
Unless  otherwise  specified in the notice, the  acceptance  of  such
resignation  by  the Corporation 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  by  the
affirmative vote of the board of directors even if less than a quorum
is  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  or  her
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.

            4.     Removal  of  Directors  by  Shareholders.   Unless
otherwise provided in the Articles of Incorporation, the shareholders
may  remove one or more directors with or without cause.  A  director
may  be removed by the shareholders only at a meeting called for  the
purpose  of removing the director and the meeting notice states  that
the purpose, or one of the purposes, of the meeting is removal of the
director.

           5.    Removal  of  Directors by  Judicial  Proceeding.   A
director may be removed by the District Court of the Colorado  county
where  the principal office is located or if the Corporation  has  no
principal office in the State of Colorado, by the District  Court  of
the Colorado county in which its registered office is located, upon a
finding by the District Court that the director engaged in fraudulent
or  dishonest conduct or gross abuse of authority or discretion  with
respect  to the Corporation and that removal is in the best interests
of  the Corporation.  The judicial proceeding may be commenced either
by  the  Corporation or by shareholders holding at least ten  percent
(10%) of the outstanding shares of any class.

            6.    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 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.

                           ARTICLE IV

                     Meetings of the Board

          1.   Place of Meetings.  The regular or special meetings of
the  board of directors  shall be held at the principal office of the
Corporation unless otherwise designated.

           2.    Regular Meetings.  The board of directors shall meet
each  year  after  the  annual meeting of the  shareholders  for  the
purpose of appointing officers and transacting such other business as
may come before the meeting.  The board of directors may provide,  by
resolution,  for  the holding of additional regular meetings  without
other notice than such resolution.

           3.    Special Meetings.  Special meetings of the board  of
directors may be called at any time by the chairman of the board,  if
any, by the president or by a majority of the members of the board of
directors.

          4.   Notice of Meetings.  Notice of the regular meetings of
the  board  of  directors  need not be given.   Except  as  otherwise
provided  by  these  Bylaws or the laws of  the  State  of  Colorado,
written  notice  of  each special meeting of the board  of  directors
setting forth the time and the place of the meeting shall be given to
each  director not less than two (2) days prior to the date and  time
fixed  for the meeting.  Notice of any special meeting may be  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 (3) 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  be  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.  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.

           5.    Waiver of Notice.  A director may, in writing, waive
notice  of  any  special  meeting of the board  of  directors  either
before, at, or after the meeting.  Such waiver shall be delivered  to
the Corporation for filing with the corporate records.  Attendance or
participation  of a director at a meeting waives any required  notice
of  that  meeting unless at the beginning of the meeting or  promptly
upon  the  director's 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.

          6.   Quorum, Manner of Acting.  At meetings of the board of
directors  a majority of the number of directors fixed by  resolution
of  the  board  shall  constitute a quorum  for  the  transaction  of
business.   If the number of directors is not fixed, then a  majority
of  the number in office immediately before the meeting begins, shall
constitute  a quorum.  If a quorum is present when a vote  is  taken,
the affirmative vote of a majority of directors present is the act of
the  board  of  directors  unless the vote of  a  greater  number  is
required  by  these  Bylaws, the Articles  of  Incorporation  or  the
Colorado Business Corporation Act.

          7.   Presumption of Assent.  A director who is present at a
meeting  of the board of directors when corporate action is taken  is
deemed to have assented to the action taken unless:

           (a)  the director objects at the beginning of such meeting
or promptly upon his or her arrival, to the holding of the meeting or
the  transacting of business at the meeting and does  not  thereafter
vote for or assent to any action taken at the meeting;

           (b)   the director contemporaneously requests that his  or
her  dissent or abstention as to any specific action taken be entered
in the minutes of such meeting; or

           (c)   the  director causes written notice of  his  or  her
dissent or abstention as to any specific action to be received by the
presiding  officer of such meeting before its adjournment or  by  the
Corporation promptly after adjournment of such meeting.

           The right of dissent or abstention as to a specific action
taken  in  a  meeting of a board is not available to a  director  who
votes in favor of the action taken.

           8.    Committees.   The  board  of  directors  may,  by  a
resolution  adopted by a majority of all of the directors  in  office
when  the  action is taken, designate one of more of its  members  to
constitute  an executive committee, and one or more other committees.
To  the extent provided in the resolution, each committee shall  have
and  may  exercise  all of 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
action  required  by  the Colorado Business  Corporation  Act  to  be
approved  by  shareholders;  (iii) fill vacancies  on  the  board  of
directors  or  any  committee thereof; (iv)  amend  the  Articles  of
Incorporation; (v) adopt, amend or repeal these Bylaws; (vi)  approve
a  plan of merger not requiring shareholder approval; (vii) authorize
or  approve the reacquisition of shares except in accordance  with  a
formula  or  method prescribed by the board of directors;  or  (viii)
authorize  or approve the issuance or sale of shares, or  a  contract
for  the  sale  of  shares,  or determine the  designation,  relative
rights,  preferences and limitations of a class or series of  shares;
except that the board of directors, may authorize a committee  or  an
officer  to do so within limits specifically prescribed by the  board
of  directors.  The conduct of committee meetings shall  comply  with
the  provisions  of  this Article IV relating to  board  of  director
meetings.

          The creation of, delegation of authority to, or action by a
committee does not alone constitute compliance by a director with the
standards of conduct set forth in Article V.

           9.   Informal Action by Directors.  Any action required or
permitted  be  taken at a board of directors' meeting  may  be  taken
without a meeting if all members of the board consent to such  action
in  writing.  Action taken under this Section 9 is effective  at  the
time  the  last director signs a writing describing the action  taken
unless  the  directors  establish a  different  effective  date,  and
unless,  before such time, a director has revoked his or her  consent
by  a writing signed by the director and received by the president or
secretary.   Action taken pursuant to this Section  9  has  the  same
effect  as  action  taken at a meeting of the directors  and  may  be
described as such in any document.

            10.   Telephonic  Meetings.   Members  of  the  board  of
directors  may  participate in a regular or  special  meeting  by  or
conduct the meeting through the use of any means of communication  by
which  all  directors participating may hear each  other  during  the
meeting.   A  director participating in a meeting by  this  means  is
deemed to be present in person at the meeting.

                           ARTICLE V

                      Standards of Conduct

           Each  director  shall  perform his  or  her  duties  as  a
director,  including his or her duties as a member of any  committee,
and each officer with discretionary authority shall discharge his  or
her  duties  under that authority, (i) in good faith, (ii)  with  the
care  an  ordinarily prudent person in a like position would exercise
under  similar  circumstances, and in a manner he or  she  reasonably
believes to be in the best interest of the Corporation.

           In discharging his or her duties, a director or officer is
entitled  to  rely on information, opinions, reports, or  statements,
including financial statements and other financial data, if  prepared
or  presented  by  (i)  one  or more officers  or  employees  of  the
Corporation  whom the director or officer reasonably believes  to  be
reliable  and competent in the matters presented, (ii) legal counsel,
a public accountant, or other person as to matters which the director
or   officer   reasonably  believes  to  be  within   such   persons'
professional or expert competence or (iii) in the case of a director,
a  committee of the board of directors of which the director is not a
member  if  the  director reasonably believes  the  committee  merits
confidence.

           A director or officer is not acting in good faith if he or
she  has  knowledge  concerning the matter  in  question  that  makes
reliance otherwise permitted under this Article V unwarranted.

           A  director  or  officer is not  liable  as  such  to  the
Corporation  or its shareholders for any action he or  she  takes  or
omits  to take as a director or officer, as the case may be,  if,  in
connection  with  such action or omission, he or  she  performed  the
duties of the position in compliance with this Article  V.

                           ARTICLE VI

                      Officers and Agents

           1.    General.   The  officers of  the  Corporation  shall
consist  of a president, secretary and treasurer, appointed  annually
by  the  board of directors.  Each officer shall be a natural  person
eighteen  years  of  age or older.  The board  of  directors  or  the
president  may  appoint  such  other  officers,  assistant  officers,
committees  and  agents,  including a chairman  of  the  board,  vice
chairman  of  the  board,  one  or more  vice  presidents,  assistant
secretaries and assistant treasurers, as they may consider necessary.
To the extent not provided in these bylaws, the board of directors or
the  president, as the case may be, 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 these Bylaws or  by
the  board of directors, such officer, agent or employee shall follow
the orders and instructions of the president of the Corporation.

           Any officer appointed by the board of directors shall have
the  power to execute and deliver on behalf of and in the name of the
Corporation any instrument requiring the signature of an  officer  of
the  Corporation,  except as otherwise provided in  these  Bylaws  or
where the execution and delivery thereof shall be expressly delegated
by  the  board  of directors to some other officer or  agent  of  the
Corporation.  Unless authorized to do so by these Bylaws  or  by  the
board  of  directors, no officer, agent or employee  shall  have  any
power or authority to bind the Corporation in any way, to pledge  its
credit  or to render it liable pecuniarily for any purpose or in  any
amount.

           2.    Appointment and Term of Office. The officers of  the
Corporation appointed by the board of directors shall be appointed 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 practicable.  Officers appointed  by  the
president may be appointed for indeterminate terms.

            3.     Vacancies.   A  vacancy  in  any  office,  however
occurring, may be filled by the board of directors, or by the officer
or officers authorized by these bylaws or the board of directors, for
the unexpired portion of the officer's term.

           4.    Resignation.  An officer may resign at any  time  by
giving   written  notice  of  resignation  to  the  Corporation.    A
resignation of an officer is effective when the notice is received by
the  Corporation unless the notice specifies a later effective  date.
If  a  resignation is made effective at a later date,  the  board  of
directors  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 provides that the successor does  not
take  office until the effective date, or the board of directors  may
remove the officer at any time before the effective date and may fill
the resulting vacancy.

          5.   Removal.  Any officer or agent of this Corporation may
be  removed  with  or  without cause by the board  of  directors,  an
officer  or  officers authorized by the board of  directors,  or  the
officer that appointed such officer or agent.

           6.    Contract Rights.  Appointment of an officer does not
itself  create contract rights.  An officer's removal does not affect
the  officer's  contract rights, if any, with  the  Corporation.   An
officer's  resignation  does  not affect the  Corporation's  contract
rights, if any, with the officer.

           7.   Chairman of the Board.  The chairman of the board, if
any,  shall  preside as chairman at meetings of the shareholders  and
the  board  of  directors.  He or she shall, in addition,  have  such
other  duties as the board may prescribe that he or she perform.   At
the  request of the president, the chairman of the board may, in  the
case of the president's absence or inability to act, temporarily  act
in his or her place.  In the case of death of the president or in the
case  of  his  or  her  absence or inability to  act  without  having
designated the chairman of the board to act temporarily in his place,
the  chairman of the board shall perform the duties of the president,
unless the board of directors, by resolution, provides otherwise.  If
the  chairman  of the board shall be unable to act in  place  of  the
president,  the vice presidents may exercise such powers and  perform
such duties as provided in Section 9 below.

           8.   Vice-Chairman of the Board.  The Vice Chairman of the
Board,  if  any, in the absence of the Chairman of the  Board,  shall
preside  at  all  meetings of the shareholders and of  the  Board  of
Directors.   He shall have such other powers and duties as  may  from
time to time be prescribed by the Board of Directors.

           9.    President.  Subject to the direction and supervision
of the board of directors, the president shall be the chief executive
officer  of the Corporation and shall have general and active control
of  its  affairs and business and general supervision of its officer,
agents and employees.  In the event the position of chairman or vice-
chairman of the board shall not be occupied or the chairman or  vice-
chairman  shall be absent or otherwise unable to act,  the  president
shall preside at meetings of the shareholders and directors and shall
discharge  the  duties of the presiding officer.  The  president  may
sign,  with  the  secretary  or  any  other  proper  officer  of  the
Corporation   thereunto  authorized  by  the  board   of   directors,
certificates  for  shares of the Corporation, any  deeds,  mortgages,
bonds,  contracts, or other instruments which the board of  directors
has  authorized to be executed, except in cases where the signing and
execution  thereof  shall  be expressly delegated  by  the  board  of
directors  or by these Bylaws to some other officer or agent  of  the
Corporation,  or shall be required by law to be otherwise  signed  or
executed.   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 shareholders 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.

           10.  Vice Presidents.  Each vice president shall have such
powers  and  perform such duties as the board of directors  may  from
time  to  time  prescribe or as the president may from time  to  time
delegate to him.  At the request of the president, in the case of the
president's  absence  or  inability to act, any  vice  president  may
temporarily  act  in  his place.  In the case of  the  death  of  the
president, or in the case of his absence or inability to act  without
having  designated  a  vice  president  or  vice  presidents  to  act
temporarily in his place, the board of directors, by resolution,  may
designate a vice president or vice presidents, to perform the  duties
of the president.  If no such designation shall be made, the chairman
of  the  board of directors, if any, shall exercise such  powers  and
perform such duties, as provided in Section 8 of this Article V,  but
if  the Corporation has no chairman of the board of directors, or  if
the  chairman is unable to act in place of the president, any of  the
vice presidents appointed by the board of directors may exercise such
powers and perform such duties.

           11.  Secretary.  The secretary shall (i) prepare, or cause
to  be prepared, and maintain as permanent records the minutes of the
proceedings  of  the shareholders and the board of directors  or  any
committee  thereof, a record of all actions taken by the shareholders
or  board of directors or any committee thereof without a meeting 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
records and of the seal of the Corporation and affix the seal to  all
documents, (iv)  keep at the 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'  meeting  and
records  of all action taken by shareholders without 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.

          12.  Treasurer.  The treasurer shall be the chief financial
officer  of  the  Corporation, shall have care  and  custody  of  all
corporate  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.   The
treasurer 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.   Such  power
given  to  the  treasurer to deposit and disburse  funds  shall  not,
however,  preclude any other officer or employee of  the  Corporation
from also depositing and disbursing funds when authorized to do so by
the  board  of  directors.  The treasurer shall, if required  by  the
board  of  directors, give the Corporation a bond in such amount  and
with  such  surety  or sureties as may be ordered  by  the  board  of
directors for the faithful performance of duties of his office.   The
treasurer shall have such other powers and perform such other  duties
as  may be from time to time 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 and 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 the president and the board  of  directors
statements  of  account  showing  the  financial  position   of   the
Corporation and the results of its operations.

           13.  Assistant Secretaries and Assistant Treasurers.   The
Assistant  Secretaries and the Assistant Treasurers respectively  (in
the  order  designated  by the Board of Directors  or,  lacking  such
designation,  by the President), in the absence of the  Secretary  or
Treasurer, as the case may be, shall perform the duties and  exercise
the  powers  of  such Secretary or Treasurer and shall  perform  such
other duties as the Board of Directors shall prescribe.

           14.  Delegation of Duties.  Whenever an officer is absent,
or  whenever,  for  any reason, the board of directors  may  deem  it
desirable, the board may delegate the powers and duties of an officer
to any other officer or officers or to any director or directors.

           15.  Bond of Officers.  The board of directors may require
any  officer to give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the board of directors
for  such terms and conditions as the board of directors may specify,
including,  without limitation, for the faithful performance  of  his
duties and for the restoration to the Corporation of all property  in
his  or  her possession or under his or her control belonging to  the
Corporation.

                          ARTICLE VII

         Share Certificates and the Transfer of Shares

           1.    Share  Certificates.  Each share  certificate  shall
state  on  its face (i) the name of the Corporation and  that  it  is
incorporated under the laws of the State of Colorado, (ii)  the  name
of the person to whom the certificate is issued, and (iii) the number
and  class of shares and the designation of the series, if  any,  the
certificate  represents.   Each share certificate  shall  be  signed,
either manually or in facsimile, by the chairman or vice-chairman  of
the  board of directors or by the president or the vice-president and
by  the treasurer or an assistant treasurer or by the secretary or an
assistant secretary, or such other officers as the board of directors
may  designate, by resolution, and may bear the corporate seal or its
facsimile,  and such other information as may be deemed necessary  or
appropriate.   If  the person who signed a share  certificate  either
manually or in facsimile, no longer holds office when the certificate
is issued, the certificate is nevertheless valid.  If the Corporation
is  authorized  to  issue different classes of  shares  or  different
series  within a class, the certificate shall state conspicuously  on
its  front  or back that the Corporation will furnish the shareholder
information regarding the designations, preferences, limitations  and
relative  rights  of  each class and for each  series,  upon  written
request and without charge.

           2.    Shares Without Certificates.  The board of directors
may  authorize the issuance by the Corporation of some or all of  the
shares  of  any or all of its classes or series without certificates.
Said  authorization  shall not affect shares already  represented  by
certificates until they are surrendered to the Corporation.  Within a
reasonable  time  after the issuance or transfer  of  shares  without
certificates, the Corporation shall send to the shareholder a written
statement  of  the information required by Section 1 of this  Article
VII.

           3.    Issuance  of  Shares.  Except  as  provided  in  the
Articles  of Incorporation, the board of directors may authorize  the
issuance  of  shares for consideration consisting  of  any  tangible,
intangible  property or benefit to the Corporation,  including  cash,
promissory  notes,  services performed and other  securities  of  the
Corporation.   The  board  of  directors  shall  determine  that  the
consideration received or to be received for the shares to be  issued
is  adequate.   Such  determination, in  the  absence  of  fraud,  is
conclusive  insofar as the adequacy of such consideration relates  to
whether  the shares are validly issued, fully paid and nonassessable.
The  promissory note of a subscriber or an affiliate of a  subscriber
for  shares shall not constitute consideration for the shares  unless
the  note  is negotiable and is secured by collateral other than  the
shares,  having a fair market value at least equal to  the  principal
amount  of the note.  For the purposes of this Section 3, "promissory
note"  means a negotiable instrument on which there is an  obligation
to  pay  independent of collateral and does not include a nonrecourse
not.   Unless  otherwise  expressly  provided  in  the  Articles   of
Incorporation, shares having a par value may be issued for less  than
the par value.

           4.   Lost Certificates.  The board of directors may direct
a  new certificate to be issued in place of a certificate alleged  to
have  been  destroyed  or lost if the owner  makes  an  affidavit  or
affirmation  of  that  fact and produces such  evidence  of  loss  or
destruction  as the board may require.  The board, in its discretion,
may  as  a  condition precedent to the issuance of a new  certificate
require the owner to give the Corporation a bond as indemnity against
any  claim that may be made against the Corporation relating  to  the
certificate allegedly destroyed or lost.

          5.   Transfer of Shares.

          (a)  Shares of the Corporation shall only be transferred on
the  stock transfer books of the Corporation by the  holder of record
thereof   upon  the  surrender  to  the  Corporation  of  the   share
certificates  duly  endorsed or accompanied  by  proper  evidence  of
succession,  assignment or authority to transfer and such documentary
stamps  as  may  be required by law.  In that event, the  surrendered
certificates  shall  be  cancelled, new certificates  issued  to  the
persons  entitled to them, and the transaction recorded on the  books
of  the  Corporation.  The person in whose name shares stand  on  the
books of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes.

           (b)  The Articles of Incorporation, by these Bylaws, by an
agreement   among  shareholders,  or  among  shareholders   and   the
Corporation,  may impose restriction on the transfer or  registration
or  transfer  of shares of the Corporation.  A restriction  does  not
affect  shares issued before the restriction became effective  unless
the  holder of such shares acquired such shares with knowledge of the
restriction,  is a party to the agreement containing the restriction,
or  voted in favor of the restriction or otherwise consented  to  the
restriction.

           (c)   A  restriction  on the transfer or  registration  of
transfer of shares is valid and enforceable against the holder  or  a
transferee  of  the  holder if the restriction is authorized  by  the
Colorado  Business  Corporation  Act  and  its  existence  is   noted
conspicuously on the front or back of the certificate or is contained
in  the  information statement required by Section 2 of this  Article
VII above.  Unless so noted, a restriction is not enforceable against
a person without knowledge of the restriction.

           6.    Registered Shareholders.  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.

           7.    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 VIII

                           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 or her in that 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  the Colorado Business Corporation Act.  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 is a  company  in  which  the
Corporation  has  an equity interest or any other  interest,  through
stock ownership or otherwise.

                           ARTICLE IX

                         Miscellaneous

           1.    Seal.   The  Corporation's seal, if  any,  shall  be
circular  in  form and shall contain the name of the Corporation  and
the words, "Seal, Colorado."

          2.   Fiscal Year.  The fiscal year of the Corporation shall
be  December  31 of each year.  Said fiscal year may be changed  from
time to time by the board of directors in its discretion.

           3.    Amendments.  The board of directors shall have power
to  make,  amend  and repeal these bylaws at any regular  or  special
meeting  of the board unless the shareholders expressly provide  that
the  directors may not amend or repeal such bylaw.  The  shareholders
also  shall have the power to make, amend or repeal these  bylaws  at
any annual meeting or at any special meeting called for that purpose.

           4.    Gender.   Whenever  required  by  the  context,  the
singular shall include the plural, the plural the singular,  and  one
gender shall include all genders.

          5.   Invalid Provision.  The invalidity or unenforceability
of  any  particular provision of these bylaws shall  not  affect  the
other  provisions herein, and these Bylaws shall be construed in  all
respects as if such invalid or unenforceable provision was omitted.

           6.   Governing Law.  These Bylaws shall be governed by and
construed in accordance with the laws of the State of Colorado.

            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.

           I,  Richard  F.  Schaden,  as Secretary  of  The  Quizno's
Corporation, hereby certify that the foregoing Bylaws were adopted by
the  board of directors of the Corporation effective August 25, 1994,
and amended from time to time by such board through January 18, 1996.


                                   /s/ Richard F. Schaden
                                   Richard F. Schaden, Secretary