U.S. SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                           Form 10-QSB

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 30,
1999.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   0-21951

                                 THE HERITAGE ORGANIZATION, INC.
                             (Name of small business in its charter)

Colorado                           84-1356383
(State or other               (IRS Employer Id. No.)
jurisdiction of Incorporation)

5001 Spring Valley Road, Suite 800, East Tower
Dallas, Texas                                    75244
(Address of Principal Office)        Zip Code

Issuer's telephone number:    (972) 991-0001

Buffalo Capital III, Ltd.
(former name of small business)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ..X..  No ....

Applicable only to issuers involved in bankruptcy proceedings during the
past five years.

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.  Yes .....  No
 .....

Applicable only to corporate issuers




State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.  At November 30,
1999, the following shares of common were outstanding:  Common
Stock, no par value, 14,000,000 shares.

Transitional Small Business Disclosure Format (Check one):
Yes .....     No ..X..

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the three months
ended November 30, 1999, follow.  The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented.



                                 THE HERITAGE ORGANIZATION, INC.
                                  (A Development Stage Company)
                                      FINANCIAL STATEMENTS


                                 Quarter Ended November 30, 1999

Index to Financial Statements:                                   [C]
Balance Sheet                                                      5
Statement of Loss and Accumulated Deficit                          6
Statements of Cash Flow                                            8
Notes to Financial Statements                                     10

THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
BALANCE SHEET
November 30, 1999
(unaudited)
<TABLE>
<CAPTION>

<S>                                                         <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                 3,256
OTHER ASSETS:
Organizational costs (net
of amortization)                                            105

TOTAL ASSETS                                              3,361

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                              0
Proceeds from Note Payable
 from Stockholder                                         5,000

TOTAL CURRENT LIABILITIES                                 5,000

STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
14,000,000 shares issued and,
outstanding                                               8,500
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding                              0
Additional paid-in capital                               80,559
Deficit accumulated during the
 development stage                                     (90,698)
Total stockholders' equity                              (1,639)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                      3,361
</TABLE>
The accompanying notes are an integral part of these financial statements.

THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT FOR THE
THREE AND SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998, AND
FOR THE PERIOD FROM AUGUST 28, 1996 THROUGH NOVEMBER 30, 1999
Page 1 of 2 (unaudited)
<TABLE>
<CAPTION>

                                 Period from                Six                 Six
                                  Inception              months              months
                                   (8/28/96)              ended               ended
                                 to 11/30/99          11/30/99           11/30/98
<S>                                      <C>                <C>                 <C>
REVENUE                                     -                 -                   -

EXPENSES
Legal &
 professional                         23,277              1,608               4,232
Amortization                             195                 30                  30
Bank charges                             103                  -                  35
Rent                                   1,950                300                 300
Licenses &
 Permits                                  80                  -                   -
Consulting
 Fees                                 62,800                  -                   -
Director fees                            200                  -                   -
Office expense                         2,093                136                  48

TOTAL EXPENSES                        90,698              2,074               4,645

NET LOSS                            (90,698)            (2,074)             (4,645)

Accumulated deficit
 Balance,
 beginning of period                       -           (88,624)            (76,111)
 Balance,
 end of period                      (90,698)           (90,698)            (80,756)
NET LOSS
 PER SHARE                      (0.065)              (.0065)            (.065)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                        9,353,151          9,353,151           1,260,000

</TABLE>
The accompanying notes are an integral part of these financial statements.


THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT FOR THE
THREE AND SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998, AND
FOR THE PERIOD FROM AUGUST 28, 1996 THROUGH NOVEMBER 30, 1999
Page 2 of 2 (unaudited)
<TABLE>
<CAPTION>

                                                          Three               Three
                                                         months              months
                                                          ended               ended
                                                      11/30/99           11/30/98
<S>                                                         <C>                 <C>
REVENUE                                                       -                   -

EXPENSES
Legal &
 professional                                               212               2,296
Amortization                                                 15                  15
Bank charges                                                  -                  18
Rent                                                        150                 150
Licenses &
 Permits                                                      -                   -
Consulting
 Fees                                                         -                   -
Director fees                                                 -                   -
Office expense                                                -                   1

TOTAL EXPENSES                                              377               2,480

NET LOSS                                                  (377)             (2,480)

Accumulated deficit
 Balance,
 beginning of period                                   (90,321)            (78,276)
 Balance,
 end of period                                         (90,698)            (80,756)
NET LOSS
 PER SHARE                                           (.0065)            (.065)

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                                           9,353,151           1,260,000

</TABLE>
The accompanying notes are an integral part of these financial statements.


THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED
NOVEMBER 30, 1999 AND 1998, AND FOR THE PERIOD FROM
AUGUST 28, 1996 THROUGH NOVEMBER 30, 1999
(unaudited)
<TABLE>
<CAPTION>
                                 Period from                Six                 Six
                                   Inception             months              months
                                   (8/28/96)              ended               ended
                                 to 11/30/99           11/30/99            11/30/98

<S>                                      <C>                <C>                 <C>
OPERATING ACTIVITIES:

NET LOSS                            (90,698)            (2,074)             (4,645)

Adjustments to reconcile net loss to
net cash used by operating activities:

Amortization                             195                 30                  30
Rent Expense                           1,950                300                 300
Expenses paid
 by shareholders                      15,609                  0               4,467
Stock issued for
 directors fees                       59,960                  0                   0
Stock issued for
 consulting fees                       3,040                  0                   0
Changes in Current
 liabilities                               0                  0               (209)

Net cash provided
by operating
activities                           (9,944)            (1,744)                (57)

INVESTING ACTIVITIES:

Organization costs                     (300)                  0                   0

Net cash provided
by investing
activities                             (300)                  0                   0

FINANCING ACTIVITIES:

Issuance of

 common stock                          8,500                  0                   0
Proceeds from Note
 Payable from
 Stockholder                           5,000              5,000                   0
Net cash provided
by financing
activities                            13,500              5,000                   0

Net cash increase
 (decrease)                            3,256              3,256                (57)

NET CASH
Beginning of Period                        0                  0                 103

NET CASH
End of Period                          3,256              3,256                  46

</TABLE>
The accompanying notes are an integral part of these financial statements.

THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1999

NOTE 1.  Basis of Presentation

The information included in the financial statements is unaudited, but
includes all adjustments (consisting of normal recurring items) which are,
in the opinion of management, necessary for a fair representation of the
interim period presented.

Development Stage Company

THE HERITAGE ORGANIZATION, INC. (the "Company") was
incorporated under the laws of the State of Colorado on August 28,
1996. Its office is located at the office of its President at 5001 Spring
Valley Road, Suite 800, East Tower, Dallas, Texas 75244.

The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts.  It has
no full-time employees and owns no real property.  The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the Securities
Exchange Act of 1934.  After this, the Company intends to seek to
acquire one or more existing businesses which have existing
management, through merger or acquisition.  Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal Year
The Company maintains a May 31 fiscal year end for financial statement
reporting purposes, and an August 31 fiscal year end for tax reporting
purposes.

Organization Costs
Costs to incorporate the Company have been capitalized and will be
amortized over a sixty month period.

Loss Per Share
Loss per share was computed using the weighted average number of
shares outstanding during the period.



Statement of Cash Flows
For purposes of the statements of cash flow, the Company considers all
highly liquid debt instruments purchased with an original maturity date of
three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principals requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received in
exchange.

Changes in Classification
Classification changes in 1998 financial statement data were made in
order to conform to the current year presentation.

NOTE 2.  STOCKHOLDERS' EQUITY

Common Stock
As of November 30, 1999, 14,000,000 shares of the Company's no par
value common stock were issued and outstanding.  Of these shares,
11,083,800 were purchased for $870 cash on May 4, 1999 by Steadfast
Investments, L.P. Another 1,656,200 shares was purchased for $130
cash on May 4, 1999 by GMK Family Holdings, L.L.C.

Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, no par value per share.  The
Board of Directors of the Company is authorized to issue preferred stock
from time to time in series and is further authorized to establish such
series, to fix and determine the variations in the relative rights and
preferences as between the series and to allow for the conversion of
preferred stock into common stock.  No preferred stock has been issued
by the Company.

NOTE 3.  RELATED PARTY TRANSACTIONS

Rent is being provided to the Company at no charge.  For purposes of
financial statements, the Company is accruing $50 per month as
additional paid-in capital for this use.

The Company was loaned $5000 from Steadfast Investments, L.P., a


principal shareholder, to cover expenses.  This is shown as Proceeds
from Note Payable from Stockholder.

NOTE 4.  SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES

As mentioned in Note 3, the Company has incurred $1,950 since
inception in rent expense which has been designated as paid-in capital.
Similarly, the Company recorded amortization of the organization costs
of $195.

NOTE 5.  INCOME TAXES

The Company has Federal net operating loss carryforwards of
approximately $90,700 expiring in the years 2012, 2013 and 2019. The
tax benefit of these net operating losses, which totals approximately
$18,000, has been offset by a full allowance for realization.  This
carryforward may be limited under IRC Section 381, upon the
consummation of a business combination.

NOTE 6.   SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES

During the periods ended November 30, 1999 and 1998, the Company
recorded amortization of the organization costs of $15 and $15.

Similarly, the Company recorded rent expense for the periods ended
November 30, 1999 and 1998 of $50 per month for a total of $150 and
$150.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Liquidity and Capital Resources.

The Company remains in the development stage, and since inception,
has experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net proceeds in the amount
of $8,500 from its inside capitalization funds, and $5,000 as a loan from
a principal shareholder.  Consequently, the Company's balance sheet for
the quarter ended November 30, 1999, reflects a total asset value of
$3,361.

The Company does not have sufficient assets or capital resources to pay
its on-going expenses while it is seeking out business opportunities, and
it has no current plans to raise additional capital through sale of
securities, or otherwise.  As a result, although the Company has no
agreement in place with its shareholders or other persons to pay
expenses on its behalf, it is currently anticipated that the Company will
rely on loans from shareholders or third parties to pay expenses at least
until it is able to consummate a business combination.

Results of Operations.

During the period from August 28, 1996 (inception) through November
30, 1999, the Company has engaged in no significant operations other
than organizational activities, acquisition of capital and registering its
securities under the Securities and Exchange Act of 1934, as amended.
No revenues were received during this period, and the Company
experienced a cumulative net loss of $90,699.

As of the end of its second quarter ending November 30, 1999, the
Company is pursuing, but has not yet reached any agreement or
definitive understanding with any person concerning the business
combination transaction between the Company and The Heritage
Organization, L.L.C., or between the Company and Steadfast
Investments, L.P., the principal owner of The Heritage Organization,
L.L.C., or any other entity. The Company's immediate business plan is
to  pursue this possible business combination transaction. The predicted
time frame and methodology of this possible business combination
transaction, as of the date of this filing, has not been determined.  The
business combination transaction is considered possible, but not
probable. Should this transaction not occur, the Company shall continue
with its previous business plan to seek, investigate and possibly acquire
one or more properties or businesses.  Such an acquisition may be
made by purchase, merger, exchange of stock, or otherwise and may
encompass assets or a business entity, such as a corporation, joint
venture, or partnership.  The Company has very limited capital, and it is
unlikely that the Company will be able to take advantage of more than
one such business opportunity.  The Company intends to seek
opportunities demonstrating the potential of long-term growth as opposed
to short-term earnings.

The Company experienced a net loss of $377 for the second quarter,
compared with a loss of $2,480 for the same quarter of the previous
fiscal year.  The loss during the quarter is primarily the result of legal
and accounting costs related to compliance with reporting requirements
of the securities laws.  The Company does not expect to generate any
revenue until it completes a business combination, but it will continue to
incur legal and accounting fees and other costs associated with
compliance with its reporting obligations.  As a result, the Company
expects that it will continue to incur losses each quarter at least until it
has completed a business combination.  Depending upon the
performance of any acquired business, the Company may continue to
operate at a loss even following completion of a business combination.


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

This report contains various forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and
information currently available to the Company.  When used in this
report, the words "believe," "expect," "anticipate," "estimate" and similar
expressions are intended to identify
forward-looking statements.  Such statements may include statements
regarding seeking business opportunities, payment of operating
expenses, and the like, and are subject to certain risks, uncertainties and
assumptions which could cause actual results to differ materially from
projections or estimates contained herein.  Factors which could cause
actual results to differ materially include, among others, unanticipated
delays or difficulties in location of a suitable business acquisition
candidate, unanticipated or unexpected costs and expenses, competition
and changes in market conditions, lack of adequate management
personnel and the like.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially form those anticipated,
estimated or projected.  The Company cautions again placing undue
reliance on forward-looking statements all of which speak only as of the
date made.

PART II

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company filed Restated and Amended Articles of Incorporation on
January 3, 2000.  These Restated Articles provide for a new class of
stock, Class B Common Stock which shall have the same rights,
preferences and limitations as the current Common Stock, except that
each share of Class B Common Stock shall have 10,000 votes per
share.  The holders of Class B Common Stock also have the pre-emptive
right to purchase, at their par value, additional shares of Class B
Common Stock in order to maintain the same relative voting power in the
Company upon the issuance of any additional shares of Common Stock
of the Company to any other stockholder or upon the issuance of any
shares of Common Stock of the Company to any new stockholder.
The authorization of the Class B Voting Stock will have an effect on the
holders of Common Stock and Preferred Stock, in that the voting power
of the holders of Common Stock and Preferred Stock will be diluted
because Preferred Stock and Common Stock is only entitled to one vote
per share.   In addition, the Restated Articles of Amendment provide that
no pre-emptive rights shall exist for the stockholders except that the
stockholders of Class B Common Stock shall have the pre-emptive right
to purchase, at their par value, additional shares of Class B Common


Stock in order to maintain the same relative voting power in the
Company upon the issuance of any additional shares of Common Stock
of the Company to any other stockholder or upon the issuance of any
shares of Common Stock of the Company to any new stockholder.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

On November 30, 1999, a special meeting of the shareholders occurred.
At this meeting, the shareholders voted to change the name of the
Company from Buffalo Capital III, Ltd. to The Heritage Organization, Inc.
and to file restated Articles of Incorporation with the Colorado Secretary
of State.  The new Articles of Incorporation change the Company's name
from Buffalo Capital III, Ltd. to The Heritage Organization, Inc. and
provide for a third class of stock, Class B Common Stock, which shall
have 10,000 votes per share, but otherwise shall have equal rights and
privileges as Common Stock.  The new Articles of Incorporation also will
change the number of authorized Common Stock of the Company from
100,000,000 to 99,000,000, and authorize 1,000,000 of the new Class
B Common Stock.  The amount of Preferred Stock authorized shall
continue to be 10,000,000 shares.  The restated Articles of Incorporation
also change other provisions from the original Articles of Incorporation.

At this meeting, 12,740,000 shares were cast in favor of changing the
name of the Company to The Heritage Organization, Inc. and to restate
the Articles of Incorporation as described above.  No votes were cast
against the measure and no votes abstained.

ITEM 5.  OTHER INFORMATION

As reported in item 4, above, the company has changed its name from
Buffalo Capital III, Ltd. to The Heritage Organization, Inc.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     The Exhibits listed below are filed as part of this Registration
Statement.
<TABLE>
<CAPTION>

Exhibit
No.                            Document
<S>                                 <C>
3.1                     Articles of Incorporation
27                                 Financial Data Schedule

</TABLE>

     There were no reports on Form 8-K filed during the quarter ended
November 30, 1999.

Signatures

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

THE HERITAGE ORGANIZATION, INC.
(Registrant)

Date:  January 14, 2000



By: /s/___________________________
     Gary M. Kornman
     Chairman of the Board


                             U.S. SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C. 20549

                                           Form 10-QSB

(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 30,
1999.

 ....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.

Commission File No:   0-21951

                                 THE HERITAGE ORGANIZATION, INC.
                             (Name of small business in its charter)

Colorado                           84-1356383
(State or other               (IRS Employer Id. No.)
jurisdiction of Incorporation)

5001 Spring Valley Road, Suite 800, East Tower
Dallas, Texas                                    75244
(Address of Principal Office)        Zip Code

Issuer's telephone number:    (972) 991-0001

Buffalo Capital III, Ltd.
(former name of small business)

EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
No.                            Document
<S>                                 <C>
3.1                     Articles of Incorporation
27                        Financial Data Schedule

</TABLE>

EXHIBIT 3.1 -  ARTICLES OF INCORPORATION OF THE HERITAGE
ORGANIZATION, INC.

AMENDED & RESTATED

ARTICLES OF INCORPORATION

OF

THE HERITAGE ORGANIZATION, INC.

I, the undersigned President of Buffalo Capital III, Ltd., do hereby set
forth the Amended and Restated Articles of Incorporation of Buffalo
Capital III, Ltd.:

ARTICLE I

NAME
     The name of the Corporation is changed to The Heritage Organization,
Inc.

ARTICLE II

ADDRESS AND AGENT
     The address of the Corporation's registered office in the State of
Colorado is 1675 Broadway, Suite 1200, Denver, Colorado 80202, and
the name of its registered agent at such address is The Corporation
Company of Colorado.  The address of the Corporation s principal office
is Suite 800, East Tower, 5001 Spring Valley Road, Dallas, Texas 75244.

ARTICLE III

PURPOSE
     The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the Colorado Revised Statutes.

ARTICLE IV

CAPITAL STOCK
     4.1  The aggregate number of shares of Capital Stock that the
Corporation shall have the authority to issue is one hundred ten million
(110,000,000) shares of Capital Stock, of which (a) ninety nine million
(99,000,000) shares shall be Common Stock, having a $0.00001 par value
per share (called and referred to herein as the "Common Stock"), (b) one
million (1,000,000) shares shall be Class B Common Stock, having a
$0.00001 par value per share (called and referred to herein as the "Class
B Common Stock") and (c)


ten million (10,000,000) shares shall be Preferred Stock, having a
$0.00001 par value per share (called and referred to herein as the
"Preferred Stock")

     4.2  The Board of Directors of the Corporation is hereby expressly
vested with authority to issue up to 99,000,000 shares of the Common
Stock, up to 1,000,000 shares of the Class B Common Stock and up to
10,000,000 shares of Preferred Stock from time to time.

     4.3  The following is a statement of the designations, powers,
preferences, rights, qualifications, limitations and/or restrictions in respect
of the classes of stock of the Corporation and of the authority with
respect thereto expressly vested in the Board of Directors of the
Corporation:

     I.   Common Stock:

          A.  Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect to any other shares of
Common Stock.  The holder of each share of Common Stock shall be
entitled to vote upon all matters submitted to a vote of the stockholders
of the Corporation and shall be entitled to one (1) vote for each share of
Common Stock held.

          B.  Subject to the prior rights and preferences, if any, applicable
to shares of the Preferred Stock or any series thereof, the holders of
shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared by the Board
of Directors at any time or from time to time out of any funds legally
available therefor.

          C.  In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, after distribution in full of
the preferential amounts, if any, to be distributed to the holders of shares
of the Preferred Stock or any series thereof, the holders of shares of the
Common Stock and Class B Common Stock shall be entitled to receive,
equally for each share, all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of Common Stock and Class B Common Stock held by
them.  A liquidation, dissolution, or winding up of the Corporation, as
such terms are used in this Section 4.3, shall not be deemed to be
occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or a sale,
lease, exchange, or conveyance of all or a part of the assets of the
Corporation.

          D.  Except as otherwise provided in this Article IV, the Common
Stock and the Class B Common Stock shall have equal rights and
privileges and shall be treated equally.  Such dividends (payable in cash,
stock or


otherwise) as may be determined by the Board of Directors may be
declared and paid on both the Common Stock and the Class B Common
Stock alike, from time to time out of any funds legally available therefor.
The declaration and payment of dividends on the Common Stock and on
the Class B Common Stock, and the amount thereof, shall at all times be
solely in the discretion of the Board of Directors of the Corporation.

     II.  Class B Common Stock

          A.  Each share of Class B Common Stock of the Corporation shall
have identical rights and privileges in every respect to any other shares
of Class B Common Stock.  The holder of each share of Class B
Common Stock shall be entitled to vote, along with the holders of the
shares of Common Stock, upon all matters submitted to a vote of the
stockholders of the Corporation and shall be entitled to ten thousand
(10,000) votes for each share of Class B Common Stock held.

          B.  Subject to the prior rights and preferences, if any, applicable
to shares of the Preferred Stock or any series thereof, the holders of
shares of the Class B Common Stock shall be entitled to receive such
dividends (payable in cash, stock, or otherwise) as may be declared by
the Board of Directors at any time or from time to time out of any funds
legally available therefor.

          C.  In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, after distribution in full of
the preferential amounts, if any, to be distributed to the holders of shares
of the Preferred Stock or any series thereof, the holders of shares of the
Common Stock and Class B Common Stock shall be entitled to receive,
equally for each share, all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the
number of shares of Common Stock and Class B Common Stock held by
them.  A liquidation, dissolution, or winding up of the Corporation, as
such terms are used in this Section 4.3, shall not be deemed to be
occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or a sale,
lease, exchange, or conveyance of all or a part of the assets of the
Corporation.

          D.  Except as otherwise provided in this Article IV, the Common
Stock and the Class B Common Stock shall have equal rights, privileges
and shall be treated equally.  Such dividends (payable in cash, stock or
otherwise) as may be determined by the Board of Directors may be
declared and paid on both the Common Stock and the Class B Common
Stock alike, from time to time out of any funds legally available therefor.
The declaration and payment of dividends, if any, on the Common Stock
and on the Class B Common Stock, and the amount thereof, shall at all
times be solely in the discretion of the Board of Directors of the
Corporation.

     III. Preferred Stock

          A.  Shares of the Preferred Stock may be issued from time to time
in one or more series, the shares of each series to have such designations,



powers, preferences, rights, qualifications, limitations and/or restrictions,
including voting rights, as shall be stated and expressed herein or in a
resolution or resolutions providing for the issue of such series adopted by
the Board of Directors of the Corporation.  Each such series of Preferred
Stock shall be designated so as to distinguish the shares thereof from the
shares of all other series and classes.  The Board of Directors of the
Corporation is hereby expressly authorized, subject to the limitations
provided by law and herein by these Articles, to establish and designate
series of the Preferred Stock, to fix the number of shares constituting
each series, and to fix the designations, powers, preferences, rights,
qualifications, limitations and/or restrictions, including voting rights, of
the shares of each series and the variations of the relative rights and
preferences as between series, and to increase and to decrease the number
of shares constituting each series, provided that the Board of Directors
may not decrease the number of shares within a series theretofore fixed
below the number of shares within such series that is then issued.  The
relative designations, powers, preferences, rights, qualifications,
limitations and/or restrictions may vary between and among series of
Preferred Stock in any and all respects so long as all shares of the same
series are identical in all respects, except that shares of any such series
issued at different times may have different dates from which dividends
thereon cumulate.  The authority of the Board of Directors of the
Corporation with respect to each series shall include, but shall not be
limited to, the authority to determine the following:

     (1)  The designation of such series;

     (2) The number of shares initially constituting such series;

     (3)  The rate or rates and the times at which dividends on the shares
of such series shall be paid, the periods in respect of which dividends are
payable, the conditions upon such dividends, the relationship and
preferences, if any, of such dividends to dividends payable on any other
class or series of stock, whether or not such dividends shall be
cumulative, partially cumulative, or noncumulative, if such dividends
shall be cumulative or partially cumulative, the date or dates from and
after which, and the amounts in which, they shall accumulate, whether
such dividends shall be share dividends, cash or other dividends, or any
combination thereof, and if such dividends shall be payable in shares of
the same or any other class or series of Capital Stock, other than Class
B Common Stock, of the Corporation (whether now or hereafter
authorized), or any combination thereof and the other terms and
conditions, if any, applicable to dividends on shares of such series;

     (4)  Whether or not the shares of such series shall be redeemable at
the option of the Corporation or the holder thereof or upon the happening
of a


specified event, and if such shares shall be redeemable, the terms and
conditions of such redemption, including but not limited to the date or
dates upon or after which such shares shall be redeemable, the amount
per share which shall be payable upon such redemption, which amount
may vary under different conditions and at different redemption dates,
and whether such amount shall be payable in cash, property, or rights,
including securities of the Corporation, other than Class B Common
Stock, or another corporation;

     (5)  The rights of the holders of shares of such series (which may
vary depending upon the circumstances or nature of such liquidation,
dissolution, or winding up) in the event of the voluntary of involuntary
liquidation, dissolution, or winding up of the Corporation and the
relationship or preference, if any, of such rights to rights of holders of
stock of any other class or series.  A liquidation, dissolution, or winding
up of the Corporation, as such terms are used in this subparagraph (5),
shall not be deemed to be occasioned by or to include any consolidation
or merger of the Corporation with or into any other corporation or
corporations or a sale, lease, exchange, or conveyance of all or a part of
the assets of the Corporation;

     (6)  Whether or not the shares of such series shall have voting powers
and, if such shares shall have such voting powers, the terms and
conditions thereof, including, but not limited to, whether the Preferred
Stock shall have no voting rights or no more than one (1) vote per share;
provided, however, that the right to cumulate votes for the election of
Directors is expressly denied and prohibited.  Furthermore any voting
rights granted to any Preferred Stock are subordinate to the provisions of
Article VI;

     (7)  Whether or not a sinking fund shall be provided for the
redemption of the shares of such series and, if such a sinking fund shall
be provided, the terms and conditions thereof;

     (8)  Whether or not a purchase fund shall be provided for the shares
of such series and, if such a purchase fund shall be provided the terms
and conditions thereof;

     (9)  Whether or not the shares of such series shall be convertible into
or exchangeable for, at the option of either the Corporation or the holder
or upon the happening of a specified event, stock of any other class or
series or any other securities of the Corporation other than Class B
Common Stock, and, if such shares shall be so convertible or
exchangeable, the terms and conditions of conversion or exchange,
including but not limited to any provision for the adjustment of the
conversion or exchange rate or the conversion or exchange price; and



     (10)  Any other preferences, limitations, and relative rights as shall
not be inconsistent with the provisions of this Article IV or the
limitations provided by law.

     B.  Except as otherwise required by law, the holders of shares of
Preferred Stock and all series thereof who are entitled to vote shall vote
together with the holders of shares of Common Stock and Class B
Common Stock, and not separately by class.

     C.  The Board of Directors of the Corporation is hereby expressly
empowered, subject to the limitations provided by law, to authorize the
Corporation to pay share dividends on any class or series of Capital Stock
of the Corporation (whether now or hereafter authorized) payable in
shares of the same class or series of Capital Stock of the Corporation
(whether now or hereafter authorized).

     4.4  Other Provisions Relating to the Capital Stock.  Subject to the
provisions of Article VI, shares of Preferred Stock of any class or series
may be issued with either one (1) vote per share or with no voting
powers, and such designations, preferences and relative participating,
option or special rights, and qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of
Directors.  Any of the voting powers, designations, preferences, rights
and qualifications, limitations or restrictions of any such class or series
of stock may be made dependent upon facts ascertainable outside the
resolution or resolutions of the Board of Directors providing for the issue
of such stock by the Board of Directors, provided the manner in which
such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions or such
class or series is clearly set forth in the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors.
Shares of Common Stock, Class B Common Stock and/or Preferred Stock
reacquired by the Corporation shall no longer be deemed outstanding and
shall have no voting or other rights unless and until reissued.  Shares
reacquired by the Corporation may be canceled and restored to the status
of authorized and unissued stock by action of the Board of Directors.

     4.5  Options, Warrants & Debentures. Subject to the provisions of
Article VI, the Corporation shall have authority to issue options, warrants
and debentures convertible into or exercisable for authorized Common
Stock and/or Preferred Stock, but not for Class B Common Stock,  of the
Corporation as set forth in such option, warrant or debenture.  The terms
of the options, warrants and debentures, including all rights and
preferences, shall be as specified in the resolution or resolutions adopted
by the Board of


Directors designating such options, warrants and debentures, which
resolution or resolutions the Board of Directors is hereby expressly
authorized to adopt.

     4.6  Voting.  Approval of the stockholders for any matter submitted to
a vote of the stockholders may be obtained in either of the following
manners:

          (A)  Stockholder Meetings. The affirmative vote of greater than
fifty percent (50%) (or greater percentage, if a greater percentage is
required by these Articles or the By-Laws) of the stockholders present at
any meeting at which there is a quorum shall be required to approve any
matter submitted to a stockholder vote at such meeting. At all meetings
of the stockholders of the Corporation in which matters are submitted to
a vote of the stockholders, one-third of the shares entitled to vote on
matters eligible for a vote of the stockholders  shall constitute a quorum
for purposes of voting at such meeting.  Such shares may be represented
by person or by proxy.

          (B)  Written Consents. Unless otherwise ordered by a court of
competent jurisdiction,  any action submitted to a vote of the stockholders
may be approved by the unanimous written consent of those shares
entitled to vote on such matter, with no formal meeting required.  Such
written consent may be executed in as many counterparts as may be
convenient or required.  It shall not be necessary that the signature of, or
on behalf of, each party, or that the signature of all persons required to
bind any party, appear to each counterpart.  All counterparts shall
collectively constitute a single instrument.  A photocopy, a facsimile,
and/or a photocopy of a facsimile of any signature shall be as valid as an
original.

ARTICLE V

PERPETUAL EXISTENCE
     The Corporation is to have perpetual existence.

ARTICLE VI

PRE-EMPTIVE RIGHTS
     No stockholder of Common Stock or Preferred Stock shall have any
pre-emptive right to purchase shares of the Corporation except that the
stockholders of Class B Common Stock shall have the pre-emptive right
to purchase, at their par value, additional shares of Class B Common
Stock of the Corporation in order to maintain the same relative voting
power in the Corporation upon the issuance of any additional shares of
Capital Stock of the Corporation to any other stockholder or upon the
issuance of any shares of Capital Stock of the Corporation to any new
stockholder.

ARTICLE VII

DIRECTORS
     7.1  Designations.  The governing board of the Corporation shall be
styled as a "Board of Directors," and any member of said Board shall be
styled as a "Director".

     7.2  Powers and Acts of the Directors. All corporate powers of the
Corporation shall be exercised by the Board of Directors except as
otherwise provided herein, by the By-Laws of the Corporation or by law.
In the event of a conflict between the terms, powers, and conditions of
these Articles and the By-Laws of the Corporation as determined by the
Directors, these Articles shall control and take precedence over the By-
Laws.  In furtherance, not in limitation, of the powers conferred by
statute and by law, the Board of Directors is expressly authorized:

          (A)       To fix, determine and vary from time to time the amount
to be maintained as surplus and the amount or amounts to be set apart as
working capital.

          (B)       To set apart out of any of the funds of the Corporation
legally available for dividends a reserve or reserves for any proper
purposes and/or to abolish any such reserve or reserves in the manner in
which created.

          (C)       To make, amend, alter, change, add to or repeal By-laws
of the Corporation, without any action on the part of the stockholders.



          (D)       To authorize and cause to be executed mortgages and liens,
with or without limit as to amount, upon the real or personal property of
the Corporation.

          (E)       From time to time to determine, whether and to what
extent, at what time and place and under what conditions and regulations
the accounts and books of the Corporation, or any of them, shall be open
to the inspection of any stockholder, and no stockholder shall have any
right to inspect any account or book or document of the Corporation
except as conferred by statue or the By-Laws of the Corporation or as
authorized by a resolution of the Board of Directors.

          (F)       To authorize the payment of compensation to the Directors
for services to the Corporation, including fees and expenses for
attendance at meetings of the Board of Directors, and Executive
Committee and other committees and/or salaries for serving as such
Directors or committee members, and to determine the amount of such
compensation.

          (G)       From time to time to formulate, establish, promote and
carry out, and to amend, alter, change, revise, recall, repeal or abolish,
a plan or plans for the participation by all or any of the employees,
including Directors and officers, of the Corporation, or of any
corporation, partnership, limited liability company, company, association,
trust or organization in which or in the welfare of which the Corporation
has any interest, and those actively engaged in the conduct of the
Corporation's business in the profits, gains or business of the
Corporation's legitimate expenses and for the furnishing to such
employee, Directors, officers or persons or any of them, at the
Corporation's expense, medical services, insurance against accident,
sickness or death, pensions during old age, disability or unemployment,
education, housing, social services, recreation or other similar aids for
their relief or general welfare, in such manner and upon such terms and
conditions as the Board of Directors shall determine.

          (H)       From time to time to formulate, establish and carry out,
and to amend, alter, change, revise, recall, repeal or abolish, a plan or
plans providing for the purchase of shares of Common Stock, but not
Class B Common Stock, of the Corporation by, or for the granting of
options or other rights to purchase shares of Common Stock, but not
Class B Common Stock, of the Corporation to, or for the issuance of


shares of Common Stock, but not Class B Common Stock, of the
Corporation to, all or any of the officers and other employees of the
Corporation, upon such terms and conditions and for such consideration
as the Board of Directors may determine in good faith to be fair and
reasonable.

          (I)       By a majority of the whole Board to designate one or more
committees, each committee to consist of one or more of the Directors
of the Corporation.  The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  The By-Laws of
the Corporation may provide that in the absence or disqualification of any
member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to amending the certificate
of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, or lease or exchange or all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-Laws of the Corporation to expressly so
provide, and no such committee shall have the power of authority to
declare a dividend or to authorize the issuance of stock.

     7.3  Number, Election and Terms of Directors.  The business and
affairs of the Corporation shall be managed by a Board of Directors,
which, subject to the rights of holders of shares of any class or series of
Preferred Stock of the Corporation then outstanding to elect additional
Directors under specified circumstances, shall consist of not less than one
nor more than nine persons. The number of members constituting the
current Board of Directors is four.  The exact number of Directors within
the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by either (i) the Board of
Directors pursuant to a written resolution adopted by a majority of the
entire Board of Directors or (ii) the affirmative vote of the holders of
more than fifty percent (50%) of the voting power of all of the Capital
Stock of the Corporation entitled to vote in the election of Directors
voting together as a single class. Such affirmative vote of the


stockholders may be made at a meeting of the stockholders or by written
consent of the stockholders as provided in Section 4.6.

     7.4  Stockholder Nomination of Director Candidates.  Notice of
nominations by stockholders for the election of Directors shall be at least
30 days in advance of the date of the next annual meeting of
stockholders.  Such notice shall be sufficient if given within 30 days prior
to the month and day on which the annual meeting was held during the
previous year.

     7.5  Newly-Created Directorships and Vacancies.  Subject to the rights
of the holders of any series of any Preferred Stock then outstanding,
newly-created Directorships resulting from any increase in the authorized
number of Directors and any vacancies in the Board of Directors resulting
from the death, resignation, retirement, disqualification, removal from
office or other cause may be filled by a majority vote of the Directors
then in office even though less than a quorum, or by a sole remaining
Director.

     7.6  Removal.  Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any Director or the entire Board of
Directors, may be removed from office at any time, with or without
cause, by the affirmative vote of the holders at least two-thirds of the
voting power of all of the Capital Stock of the Corporation entitled to
vote in the election of Directors, voting together as a single class.  Such
affirmative vote may be made at a meeting of the stockholders or by
written consent of the stockholders as provided in Section 4.6.

     7.7  Amendment, Repeal, etc.  Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of more than fifty percent (50%) of the voting power of all of the
Capital Stock of the Corporation entitled to vote in the election of
Directors, voting together as a single class, shall be required to alter,
amend or adopt any provision inconsistent with or repeal this Article VII,
or to alter, amend, or adopt any provision inconsistent with or repeal
comparable sections of the By-Laws of the Corporation.  Such
affirmative vote may be made at a meeting of the stockholders or by
written consent of the stockholders as provided in Section 4.6.

     7.8  Voting of the Directors.  Approval of the Directors of any matter
may be obtained in either of the following manners:


          (A) Director  Meetings.  The affirmative vote of a majority of the
Directors present at any meeting at which there is a quorum shall be
required to approve any matter submitted to a vote of the Directors at
such meeting.  At all meetings of the Directors of the Corporation in
which matters are submitted to a vote of the Directors, a majority of the
number of the Directors then serving shall constitute a quorum for
purposes of voting at such meeting..

          (B)  Written Consents. Any action requiring a vote of the
Directors may be approved by the unanimous written consent of the
Directors then serving, with no formal meeting required.  Such written
consent may be executed in as many counterparts as may be convenient
or required.  It shall not be necessary that the signature of, or on behalf
of, each party, or that the signature of all persons required to bind any
party, appear to each counterpart.  All counterparts shall collectively
constitute a single instrument.  A photocopy, a facsimile, and/or a
photocopy of a facsimile of any signature or counterpart shall be as valid
as an original.

     7.9  Vote of the Stockholders.  Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of more than fifty percent (50%) of the voting power of all of the
Capital Stock of the Corporation entitled to vote in the election of
Directors, voting together as a single class, shall be required to alter,
amend or adopt any provision inconsistent with or repeal any action of
the Board of Directors. Such affirmative vote may be made at a meeting
of the stockholders or by written consent of the stockholders as provided
in Section 4.6.

ARTICLE VIII

ASSESSMENTS
     No stock, whether paid up or issued as fully paid, shall be subject to
assessment to pay the debts of the Corporation.

ARTICLE IX

BUSINESS CONDUCT AND MANAGEMENT OF THE
CORPORATION
The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and the same are in


furtherance of and not in limitation or exclusion of the powers conferred
by law.

                    (a)  Conflicting Interest Transactions.  As used in this
paragraph, "conflicting interest transaction" means any of the following:
(i) a loan or other assistance by the Corporation to a Director of the
Corporation or to an entity in which a Director of the Corporation is a
Director or officer or has a financial interest; (ii) a guaranty by the
Corporation of an obligation of a Director of the Corporation or of an
obligation of an entity in which a Director of the Corporation is a
Director or officer or has a financial interest; or (iii) a contract or
transaction between the Corporation and a Director of the Corporation or
between the Corporation and an entity in which a Director of the
Corporation is a Director or officer or has a financial interest.  No
conflicting interest transaction shall be void or voidable, be enjoined, be
set aside, or give rise to an award of damages or other sanctions in a
proceeding by a shareholder or by or in the right of the Corporation,
solely because the conflicting interest transaction involves a Director of
the Corporation or an entity in which a Director of the Corporation is a
Director or officer or has a financial interest, or solely because the
Director is present at or participates in the meeting of the Corporation's
board of Directors or of the committee of the Board of Directors which
authorized, approves or ratifies a conflicting interest transaction, or solely
because the Director's vote is counted for such purpose if: (A) the
material facts as to the Director's relationship or interest and as to the
conflicting interest transaction are disclosed or are known to the Board
of Directors or the committee, and the Board of Directors or committee
in good faith authorizes, approves or ratifies the conflicting interest
transaction by the affirmative vote of a majority of the disinterested
Directors, even though the disinterested Directors are less than a quorum;
or (B) the material facts as to the Director's relationship or interest and
as to the conflicting interest transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the conflicting interest
transaction is specifically authorized, approved or ratified in good faith
by a majority vote of the stockholders, whether at a meeting of the
stockholders or by their written consent; or (C) a conflicting interest
transaction is deemed fair as to the Corporation as of the time it is
authorized, approved or ratified by a majority of the Board of Directors,
a committee thereof, or the stockholders.  Common or interested
Directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes,


approves or ratifies the conflicting interest transaction.

                    (b)  Loans and Guaranties for the Benefit of Directors.
Neither the Board of Directors nor any committee thereof shall authorize
a loan by the Corporation to a Director of the Corporation or to an entity
in which a Director of the Corporation is a Director or officer or has a
financial interest, or a guaranty by the Corporation of an obligation of a
Director of the Corporation or of an obligation of an entity in which a
Director of the Corporation is a Director or officer or has a financial
interest, until at least ten days after written notice of t
he proposed authorization of the loan or guaranty has been given to the
stockholders who would be entitled to vote thereon if the issue of the
loan or guaranty were submitted to a vote of the stockholders.  The
requirements of this paragraph (b) are in addition to, and not in
substitution for, the provisions of paragraph (a) of this Article X.

                    (c)Limitation on Director's Liability.  No Director of this
Corporation shall have any personal liability for monetary or other
damages to the Corporation or its stockholders for breach of his fiduciary
duty as a Director, except that this provision shall not eliminate or limit
the personal liability of a Director to the Corporation or its stockholders
for monetary damages for: (i) any breach of the Director's duty of loyalty
to the Corporation or its stockholders, other than any transaction which
has been approved as described in Article X paragraph (a); (ii) acts or
omissions not in good faith or which involve intentional misconduct,
fraud or a knowing violation of law; (iii) voting for or assenting to a
distribution in violation of Colorado Revised Statutes Section 7-106-401
or the articles of incorporation if it is established that the Director did not
perform his duties in compliance with Colorado Revised Statutes Section
7-108-401, provided that the personal liability of a Director in this
circumstance shall be limited to the amount of the distribution which
exceeds what could have been distributed without violation of Colorado
Revised Statutes Section 7-106-401 or the articles of incorporation; or
(iv) any transaction from which the Director directly or indirectly derives
an improper personal benefit, other than any transaction which has been
approved as described in Article X paragraph (a).  Nothing contained
herein will be construed to deprive any Director of his right to all
defenses ordinarily available to a Director nor will anything herein be
construed to deprive any Director of any right he may have for
contribution from any other Director or other person.



                      (d)  Negation of Equitable Interests in Shares or Rights.
Unless a person is recognized as a shareholder through procedures
established by the Corporation pursuant to Colorado Revised Statutes
Section 7-107-204 or any similar law, the Corporation shall be entitled
to treat the registered holder of any shares of the Corporation as the
owner thereof for all purposes permitted by the Colorado Business
Corporation Act, including without limitation all rights deriving from
such shares, 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 other person including without
limitation, a purchaser, assignee or transferee of such shares, unless and
until such other person becomes the registered holder of such shares or
is recognized as such, whether or not the Corporation shall have either
actual or constructive notice of the claimed interest of such other person.
By way of example and not of limitation, until such other person has
become the registered holder of such shares or is recognized pursuant to
Colorado Revised Statutes Section 7-107-204 or any similar applicable
law, he shall not be entitled:  (i) to receive notice of the meetings of the
stockholders; (ii) to vote at such meetings; (iii) to examine a list of the
stockholders; (iv) to be paid dividends or other distributions payable to
stockholders; or (v) to own, enjoy and exercise any other rights deriving
from such shares against the Corporation.  Nothing contained herein will
be construed to deprive any beneficial shareholder, as defined in
Colorado Revised Statutes Section 7-113-101(1), of any right he may
have pursuant to Article 113 of the Colorado Business Corporation Act
or any subsequent law.

                      (e)  Directors  Reliance.   A Director shall be fully
protected in relying in good faith upon the books of account of the
Corporation or statements prepared by any of its officials as to the value
and amount of the assets, liabilities and/or net profits of the Corporation,
or any other facts pertinent to the existence and amount of surplus or
other funds from which dividends might properly be declared and paid.

ARTICLE X

INDEMNIFICATION
          The Corporation shall indemnify its present or former Directors,
officers, employees, partners, members, fiduciaries, trustees and agents
or any person who served or is serving at the request of the Corporation
as a Director, officer, employee, partner, member, fiduciary, trustee or


agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise to the maximum extent permitted by
law.  Such indemnification shall not be deemed exclusive of any other
rights to which such person may be entitled, under any By-Laws,
agreements, vote of the stockholders or the disinterested Directors, or
otherwise.

          In addition to any other rights of indemnification permitted by the
law of the State of Colorado as may be provided for by the Corporation
in its By-Laws or by agreement, the expenses of officers and Directors
incurred in defending a civil or criminal action, suit or proceeding,
involving alleged acts or omissions of such officer or Director in his or
her capacity as an officer or Director of the Corporation, must be paid,
by the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the
Corporation, as they are incurredand in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the Director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Corporation. The Corporation shall
further have the authority to the maximum extent permitted by law to
purchase and maintain insurance providing such indemnification.

          IN WITNESS WHEREOF, said The Heritage Organization, Inc.
has caused these Amended & Restated Articles of Incorporation to be
signed by W. Ralph Canada, Jr., its President, this ______ day of
__________, 1999.


                             By:/s/________________________
                             W. Ralph Canada, Jr., President
                             5001 Spring Valley Road, Suite 800, East Tower
                             Dallas, Texas 75244


STATE OF ________                      )
                                       )         ss.
COUNTY OF _______                      )



This instrument was acknowledged before me on ____________,
1999, by W. Ralph Canada, Jr. as President of The Heritage
Organization, Inc.


                             ______________________________
                             Signature of Notarial Officer


The Corporation Company hereby consents to the appointment as the
initial registered agent for The Heritage Organization, Inc.

                                       The Corporation Company


                                       By:
                                       Authorized Agent