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                                                                   EXHIBIT 3(ii)


                                     BYLAWS
                                       OF
                               INTELLIREADY, INC.
                             A COLORADO CORPORATION


                                    ARTICLE I

                                  SHAREHOLDERS


         1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting shall
be held on the second Tuesday in March, commencing at 9:00 a.m., at
IntelliReady, Inc.'s (the "Corporation") principal place of business or at such
other place as the board of directors or president may determine; provided,
however, that the first annual meeting shall be held on a date that is within
six months after the close of the first fiscal year of the Corporation, and each
successive annual meeting shall be held on a date that is within the earlier of
six months after the close of the last fiscal year or fifteen months after the
last annual meeting.

         2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting for
any purpose or purposes, may be called by the board of directors or the chairman
of the board of directors. The Corporation shall also hold a special
shareholders' meeting in the event it receives, in the manner specified in
Article VI Section 3, one or more written demands for the meeting, stating the
purpose or purposes for which it is to be held, signed and dated by the holders
of shares representing not less than one-tenth of all of the votes entitled to
be cast on any issue at the meeting. Special meetings shall be held at the
principal office of the Corporation or at such other place as the board of
directors or the chairman may determine.

         3. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.

                  (a) In order to make a determination of shareholders (1)
         entitled to notice of or to vote at any shareholders' meeting or at any
         adjournment of a shareholders' meeting, (2) entitled to demand a
         special shareholders' meeting, (3) entitled to take any other action,
         (4) entitled to receive payment of a share dividend or a distribution,
         or (5) for any other purpose, the board of directors may fix a future
         date as the record date for such determination of shareholders. The
         record date may be fixed not more than sixty days before the date of
         the proposed action.

                  (b) Unless otherwise specified when the record date is fixed,
         the time of day for determination of shareholders shall be as of the
         Corporation's close of business on the record date.

                  (c) A determination of shareholders entitled to be given
         notice of or to vote at a shareholders' meeting is effective for any
         adjournment of the meeting unless the board of directors fixes a new
         record date, which the board shall do if the meeting is adjourned to a
         date more than one hundred twenty days after the date fixed for the
         original meeting.


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                  (d) If no record date is otherwise fixed, the record date for
         determining shareholders entitled to be given notice of and to vote at
         an annual or special shareholders' meeting is the day before the first
         notice is given to shareholders.

                  (e) The record date for determining shareholders entitled to
         take action without a meeting is the date a writing upon which the
         action is taken is first received by the Corporation.

         4. VOTING LIST.

                  (a) After a record date is fixed for a shareholders' meeting,
         the secretary shall prepare a list of the 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 of shares, shall be alphabetical within each class or series,
         and shall show the address of, and the number of shares of each such
         class and series that are held by, each shareholder.

                  (b) The shareholders' list shall be available for inspection
         by any shareholder, beginning the earlier of ten days before the
         meeting for which the list was prepared or two 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.

                  (c) The secretary shall make the shareholders' list available
         at the meeting, and any shareholder or agent or attorney of a
         shareholder is entitled to inspect the list at any time during the
         meeting or any adjournment.

         5. NOTICE TO SHAREHOLDERS.

                  (a) The secretary shall give notice to shareholders of the
         date, time, and place of each annual and special shareholders' meeting
         no fewer than ten nor more than sixty days before the date of the
         meeting; except that, if the Articles of Incorporation are to be
         amended to increase the number of authorized shares, at least thirty
         days' notice shall be given. Except as otherwise required by the
         Colorado Business Corporation Act, the secretary shall be required to
         give such notice only to shareholders entitled to vote at the meeting.

                  (b) Notice of an annual shareholders' meeting need not include
         a description of the purpose or purposes for which the meeting is
         called unless a purpose of the meeting is to consider an amendment to
         the Articles of Incorporation, a restatement of the Articles of
         Incorporation, a plan of merger or share exchange, disposition of
         substantially all of the property of the Corporation, consent by the
         Corporation to the disposition of property by another entity, shares or
         other interests of which are held by the Corporation and constitute all
         or substantially all of the Corporation's assets, or dissolution of the
         Corporation.


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                  (c) Notice of a special shareholders' meeting shall include a
         description of the purpose or purposes for which the meeting is called.

                  (d) Notice of a shareholders' meeting shall be in writing and
         shall be given:

                           (1) by deposit in the United States mail, properly
                  addressed to the shareholder's address shown in the
                  Corporation's current record of shareholders, first class
                  postage prepaid, and, if so given, shall be effective when
                  mailed; or

                           (2) by telegraph, teletype, electronically
                  transmitted facsimile, electronic mail, mail, or private
                  carrier or by personal delivery to the shareholder, and, if so
                  given, shall be effective when actually received by the
                  shareholder or in the case of telephone or oral notices, when
                  communicated to the shareholder.


                  (e) If an annual or special shareholders' 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; provided, however, that, if a new
         record date for the adjourned meeting is fixed pursuant to Article I
         Section 3(c), notice of the adjourned meeting shall be given to persons
         who are shareholders as of the new record date.

                  (f) If three successive notices are given by the Corporation,
         whether with respect to a shareholders' meeting or otherwise, to a
         shareholder and are returned as undeliverable, no further notices to
         such shareholder shall be necessary until another address for the
         shareholder is made known to the Corporation.

         6. QUORUM. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. One-third of the votes entitled to be cast on the matter
by the voting group shall constitute a quorum of that voting group for action on
the matter. If a quorum does not exist with respect to any voting group, the
chairman or president or any shareholder or proxy that is present at the
meeting, whether or not a member of that voting group, may adjourn the meeting
to a different date, time, or place, and (subject to the next sentence) 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. If a new record date for
the adjourned meeting is or must be fixed pursuant to Article I Section 3.(c),
notice of the adjourned meeting shall be given pursuant to Article I Section 5.
to persons who are shareholders as of the new record date. At any adjourned
meeting at which a quorum exists, any matter may be acted upon that could have
been acted upon at the meeting originally called; provided, however, that, if
new notice is given of the adjourned meeting, then such notice shall state the
purpose or purposes of the adjourned meeting sufficiently to permit action on
such matters. 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 a new record date is or shall be set for that adjourned
meeting.



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         7. VOTING ENTITLEMENT OF SHARES. Except as stated in the Articles of
Incorporation, 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 shareholders' meeting.

         8. PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.

                  (a) A shareholder may vote either in person or by proxy.

                  (b) An appointment of a proxy is not effective against the
         Corporation until the appointment is received by the Corporation. An
         appointment is valid for eleven months unless a different period is
         expressly provided in the appointment form.

                  (c) The Corporation may accept or reject any appointment of a
         proxy, revocation of appointment of a proxy, vote, consent, waiver, or
         other writing purportedly signed by or for a shareholder, if such
         acceptance or rejection is in accordance with the provisions of
         Sections 7-107-203 and 7-107-205 of the Colorado Business Corporation
         Act.

         9. WAIVER OF NOTICE.

                  (a) A shareholder may waive any notice required by the
         Colorado Business Corporation Act, the Articles of Incorporation or
         these bylaws, whether before or after the date or time stated in the
         notice as the date or time when any action will occur or has occurred.
         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 of the effectiveness of the waiver.

                  (b) A shareholder's attendance at a meeting waives objection
         to lack of notice or defective notice of the meeting, unless the
         shareholder at the beginning of the meeting objects to holding the
         meeting or transacting business at the meeting because of lack of
         notice or defective notice, and waives objection to 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.

         10. ACTION BY SHAREHOLDERS WITHOUT A 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 pursuant to this section shall be effective when the
Corporation has received writings that describe and consent to the action,
signed by all of the shareholders entitled to vote thereon. Action taken
pursuant to this section 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 another date, which may be
before or after the date the writings are received by the Corporation. Such
action shall have the same effect as action taken at a meeting of


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         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 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.

         11. MEETINGS BY TELECOMMUNICATIONS. To the extent provided by
resolution of the Board of Directors or in the notice of the meeting, 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 II

                                    DIRECTORS

         1. AUTHORITY OF THE BOARD OF DIRECTORS. The 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, a board of directors.

         2. NUMBER. The number of directors shall be at least one (1) and not
more than nine (9). The initial number of directors shall be five (5). Within
the range of one (1) to nine (9), and after the date hereof, the number of
directors may be changed by resolution adopted by the board of directors from
time to time; provided, however, no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director.

         3. QUALIFICATION. Directors shall be natural persons at least eighteen
years old but need not be residents of the State of Colorado or shareholders of
the Corporation.

         4. ELECTION. The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that purpose.

         5. TERM. Each director shall be elected to hold office until the next
annual meeting of shareholders and until the director's successor is duly
elected and qualified.

         6. RESIGNATION. A director may resign at any time by giving written
notice of his or her resignation to any other director or (if the director is
not also the secretary) to the secretary. The resignation shall be effective
when it is received by the other director or secretary, as the case may be,
unless the notice of resignation specifies a later effective date. Acceptance of
such resignation shall not be necessary to make it effective unless the notice
so provides.

         7. REMOVAL. Any director may be removed by the shareholders of the
voting group that elected the director, with or without cause, at a meeting
called for that purpose. The notice of the meeting shall state that the purpose,
or one of the purposes, of the meeting is


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removal of the director. A director may be removed only if the number of votes
cast in favor of removal exceeds the number of votes cast against removal.

         8. VACANCIES.

                  (a) If a vacancy occurs on the board of directors, including a
         vacancy resulting from an increase in the number of directors:

                           (1) The shareholders may fill the vacancy at the next
                  annual meeting or at a special meeting called for that
                  purpose; or

                           (2) The board of directors may fill the vacancy; or

                           (3) If the directors remaining in office constitute
                  fewer than a quorum of the board, they may fill the vacancy by
                  the affirmative vote of a majority of all the directors
                  remaining in office.

                  (b) Notwithstanding Article II Section 8.(a), if the vacant
         office was held by a director elected by a voting group of
         shareholders, then, if one or more of the remaining directors were
         elected by the same voting group, only such directors are entitled to
         vote to fill the vacancy if it is filled by directors, and they may do
         so by the affirmative vote of a majority of such directors remaining in
         office; and only the holders of shares of that voting group are
         entitled to vote to fill the vacancy if it is filled by the
         shareholders.

                  (c) A vacancy that will occur at a specific later date, by
         reason of a resignation that will become effective at a later date
         under Article II Section 6. or otherwise, may be filled before the
         vacancy occurs, but the new director may not take office until the
         vacancy occurs.

         9. MEETINGS. The board of directors may hold regular or special
meetings in or out of Colorado. A regular meeting shall be held in the principal
office of the Corporation immediately following the annual meeting of the
shareholders, without notice of the date, time, place, or purpose of the
meeting. The board of directors may, by resolution, establish other dates, times
and places for additional regular meetings, which may thereafter be held without
further notice. Special meetings may be called by the chairman or by any two
directors and shall be held at the principal office of the Corporation unless
another place is consented to by every director. At any time when the board
consists of a single director, that director may act at any time, date, or place
without notice.

         10. NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be
given to every director at least twenty-four hours before the time of the
meeting, stating the date, time, and place of the meeting. The notice need not
describe the purpose of the meeting. Notice may be given orally to the director,
personally or by telephone or other wire or wireless communication. Notice may
also be given in writing by telegraph, teletype, electronically transmitted
facsimile, electronic mail, mail, or private carrier. Notice shall be effective
at the earliest of the time it is received; five days after it is deposited in
the United States mail, properly


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addressed to the last address for the director shown on the records of the
Corporation, first class postage prepaid; or the date shown on the return
receipt if mailed by registered or certified mail, return receipt requested,
postage prepaid, in the United States mail and if the return receipt is signed
by the director to which the notice is addressed.

         11. QUORUM. Except as provided in Article II Section 8., a majority of
the number of directors fixed in accordance with these Bylaws shall constitute a
quorum for the transaction of business at all meetings of the board of
directors. The act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
otherwise specifically required by law.

         12. WAIVER OF NOTICE.

                  (a) A director may waive any notice of a meeting before or
         after the time and date of the meeting stated in the notice. Except as
         provided by Article II Section 12(b), the waiver shall be in writing
         and shall be signed by the director. Such waiver shall be delivered to
         the secretary for filing with the corporate records, but such delivery
         and filing shall not be conditions of the effectiveness of the waiver.

                  (b) A director's attendance at or participation in a meeting
         waives any required notice to him or her of the meeting unless, at the
         beginning of the meeting or promptly upon his or her later arrival, the
         director objects to holding the meeting or transacting business at the
         meeting because of lack of notice or defective notice and does not
         thereafter vote for or assent to action taken at the meeting.

         13. ATTENDANCE BY TELEPHONE. One or more 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.

         14. DEEMED ASSENT TO ACTION. A director who is present at a meeting of
the board of directors when corporate action is taken shall be deemed to have
assented to all action taken at the meeting unless:

                  (a) The director objects at the beginning of the meeting, or
         promptly upon his or her arrival, to holding the meeting or transacting
         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 the 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 the meeting before adjournment of the meeting or by the
         secretary (or, if the director is the secretary, by another director)
         promptly after adjournment of the meeting.


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The right of dissent or abstention pursuant to this Article II Section 14 as to
a specific action is not available to a director who votes in favor of the
action taken.

         15. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted by law to 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 shall be deemed to have been so taken by the board at the time the last
director signs a writing describing the action taken, unless, before such time,
any director has revoked his or her consent by a writing signed by the director
and received by the secretary or any other person authorized by the bylaws or
the board of directors to receive such a revocation. Such action shall be
effective at the time and date it is so taken unless the directors establish a
different effective time or date. Such action has the same effect as action
taken at a meeting of directors and may be described as such in any document.

         16. COMMITTEES OF THE BOARD OF DIRECTORS.

                  (a) Subject to the provisions of section 7-109-106, the board
         of directors may create one or more committees and appoint one or more
         members of the board of directors to serve on them. The creation of a
         committee and appointment of members to it shall require the approval
         of a majority of all the directors in the office when the action is
         taken whether or not those directors constitute a quorum of the board.

                  (b) The provisions of these bylaws governing meetings, action
         without meeting, notice, waiver of notice, and quorum and voting
         requirements of the board of directors apply to committees and their
         members as well.

                  (c) To the extent specified by resolution adopted from time to
         time by a majority of all the directors in office when the resolution
         is adopted, whether or not those directors constitute a quorum of the
         board, each committee shall exercise the authority of the board of
         directors with respect to the corporate powers and the management of
         the business and affairs of the Corporation; except that a committee
         shall not:

                           (1)      Authorize distributions;

                           (2)      Approve or propose to shareholders action
                                    that the Colorado Business Corporation Act
                                    requires to be approved by shareholders;

                           (3)      Fill vacancies on the board of directors or
                                    on any of its committees;

                           (4)      Amend the articles of incorporation pursuant
                                    to section 7-110-102 of the Colorado
                                    Business Corporation Act;

                           (5)      Adopt, amend, or repeal bylaws;

                           (6)      Approve a plan of merger not requiring
                                    shareholder approval;


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                           (7)      Authorize or approve reacquisition of
                                    shares, except according to a formula or
                                    method prescribed by the board of directors;
                                    or

                           (8)      Authorize or approve the issuance or sale of
                                    shares, or a contract for the sale of
                                    shares, or determine the designation and
                                    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.

                  (d) The creation of, delegation of authority to, or action by,
         a committee does not alone constitute compliance by a director with
         applicable standards of conduct.


                                   ARTICLE III

                                    OFFICERS

         1. GENERAL. The Corporation shall have as officers a chairman, a
president, a vice-president, a secretary, and a treasurer, who shall be
appointed by the board of directors. The board of directors may appoint as
additional officers a vice chairman and other officers of the board. The board
of directors, the chairman, the president, and such other subordinate officers
as the board of directors may authorize from time to time, acting singly, may
appoint as additional officers one or more vice presidents, assistant
secretaries, assistant treasurers, and such other subordinate officers as the
board of directors, the chairman, or such other appointing officers deem
necessary or appropriate. The officers of the Corporation shall hold their
offices for such terms and shall exercise such authority and perform such duties
as shall be determined from time to time by these Bylaws, the board of
directors, or (with respect to officers whom are appointed by the chairman or
other appointing officers) the persons appointing them; provided, however, that
the board of directors may change the term of offices and the authority of any
officer appointed by the chairman or other appointing officers. Any two or more
offices may be held by the same person. The officers of the Corporation shall be
natural persons at least eighteen years old.

         2. TERM. Each officer shall hold office from the time of appointment
until the time of removal or resignation pursuant to Article III Section 3 or
until the officer's death.

         3. REMOVAL AND RESIGNATION. Unless a written employment contract
provides otherwise, any officer appointed by the board of directors may be
removed at any time by the board of directors with or without cause. Any officer
appointed by the chairman or other appointing officer may be removed at any time
by the board of directors or by the person appointing the officer. Any officer
may resign at any time by giving written notice of resignation to any director
(or to any director other than the resigning officer if the officer is also a
director), to the chairman, to the president, to the secretary, or to the
officer who appointed the officer. Acceptance of such resignation shall not be
necessary to make it effective, unless the notice so provides.


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         4. CHAIRMAN. The chairman shall preside at all meetings of
shareholders, and the chairman shall also preside at all meetings of the board
of directors. Subject to the direction and control of the board of directors,
the chairman shall be the chief executive officer of the Corporation and as such
shall have general and active management of the business of the Corporation and
shall see that all orders and resolutions of the board of directors are carried
into effect. The chairman may negotiate, enter into, and execute contracts,
deeds, and other instruments on behalf of the Corporation as are necessary and
appropriate to the conduct to the business and affairs of the Corporation or as
are approved by the board of directors. The chairman shall have such additional
authority and duties as are appropriate and customary for the office of the
chairman and chief executive officer, except as the same may be expanded or
limited by the board of directors from time to time.

         5. PRESIDENT. Subject to the direction and control of the chairman and
the board of directors, the president shall be the chief operating officer of
the Corporation and as such shall have general and active management of the
business operations of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. The president may
negotiate, enter into and execute contracts, deeds and other instruments on
behalf of the Corporation as are necessary and appropriate to the business and
affairs of the Corporation or as are approved by the board of directors. In the
absence of the chairman, the president shall preside at meetings of shareholders
and at meetings of the board of directors. Upon the death or disability of the
chairman, the president shall have the authority and duties of the chairman. The
president shall have such additional authority and duties as are prescribed by
the board of directors.

         6. VICE PRESIDENT. The vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the chairman (or, if no such determination is made, in the order of their
appointment), shall be the officer or officers next in seniority after the
chairman. Each vice president shall have such authority and duties as are
prescribed by the board of directors or chairman. Upon the death, absence, or
disability of the president, the vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the chairman, shall have the authority and duties of the president.

         7. SECRETARY. The secretary shall be responsible for the preparation
and maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by the
Corporation under section 7-116-101 of the Colorado Business Corporation Act and
for authenticating records of the corporation. The secretary shall also give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the board of directors, keep the minutes of such meetings, have
charge of the corporate seal and have authority to affix the corporate seal to
any instrument requiring it (and, when so affixed, it may be attested by the
secretary's signature), be responsible for the maintenance of all other
corporate records and files and for the preparation and filing of reports to
governmental agencies (other than tax returns), and have such other authority
and duties as are appropriate and customary for the office of secretary, except
as the same may be expanded or limited by the board of directors from time to
time.


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         8. ASSISTANT SECRETARY. The assistant secretary, if any, or, if there
are more than one, the assistant secretaries in the order determined by the
board of directors or the secretary (or, if no such determination is made, in
the order of their appointment) shall, under the supervision of the secretary,
perform such duties and have such authority as may be prescribed from time to
time by the board of directors or the secretary. Upon the death, absence, or
disability of the secretary, the assistant secretary, if any, or, if there are
more than one, the assistant secretaries in the order designated by the board of
directors or the secretary (or, if no such determination is made, in the order
of their appointment), shall have the authority and duties of the secretary.

         9. TREASURER. The treasurer shall have control of the funds and the
care and custody of all stocks, bonds, and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax
returns. The treasurer shall receive all moneys paid to the Corporation and,
subject to any limits imposed by the board of directors, shall have authority to
give receipts and vouchers, to sign and endorse checks and warrants in the
Corporation' s name and on the Corporation' s behalf, and give full discharge
for the same. The treasurer shall also have charge of disbursement of funds of
the Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the board of directors. The treasurer shall have such additional
authority and duties as are appropriate and customary for the office of
treasurer, except as the same may be expanded or limited by the board of
directors from time to time.

         10. ASSISTANT TREASURER. The assistant treasurer, if any, or, if there
are more than one, the assistant treasurers in the order determined by the board
of directors or the treasurer (or, if no such determination is made, in the
order of their appointment) shall, under the supervision of the treasurer, have
such authority and duties as may be prescribed from time to time by the board of
directors or the treasurer. Upon the death, absence, or disability of the
treasurer, the assistant treasurer, if any, or if there are more than one, the
assistant treasurers in the order determined by the board of directors or the
treasurer (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the treasurer.

         11. COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors. Election or
appointment of an officer shall not of itself create a contractual right to
compensation for services performed as such officer.



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                                   ARTICLE IV

                                 INDEMNIFICATION

         1. DEFINITIONS. As used in this Article:

                  (a) "Corporation" includes any domestic or foreign entity that
         is a predecessor of the Corporation by reason of a merger or other
         transaction in which the predecessor's existence ceased upon
         consummation of the transaction.

                  (b) "Director" means an individual who is or was a director of
         the Corporation or an individual who, while a director of the
         Corporation, is or was serving at the Corporation's request as a
         director, officer, partner, trustee, employee, fiduciary, or agent of
         another domestic or foreign corporation or other person or of an
         employee benefit plan. A director is considered to be serving an
         employee benefit plan at the Corporation's request if his or her duties
         to the Corporation also impose duties on, or otherwise involve services
         by, the director to the plan or to participants in or beneficiaries of
         the plan. "Director" includes, unless the context requires otherwise,
         the estate or personal representative of a director.

                  (c) "Expenses" includes counsel fees.


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

                  (e) "Official capacity" means, when used with respect to a
         director, the office of director in the Corporation and, when used with
         respect to a person other than a director as contemplated in Article IV
         Section l.(a), the office in the Corporation held by the officer or the
         employment, fiduciary, or agency relationship undertaken by the
         employee, fiduciary, or agent on behalf of the Corporation. "Official
         capacity" does not include service for any other domestic or foreign
         corporation or other person or employee benefit plan.

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

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

         2. AUTHORITY TO INDEMNIFY DIRECTORS.

                  (a) Except as provided in Article IV Section 2(d), the
         Corporation may indemnify a person made a party to a proceeding because
         the person is or was a director against liability incurred in the
         proceeding if:

                           (1) The person conducted himself or herself in good
                  faith; and

                           (2) The person reasonably believed:



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<PAGE>   13


                                    (A) In the case of conduct in an official
                           capacity with the Corporation, that his or her
                           conduct was in the Corporation's best interests; and

                                    (B) In all other cases, that his or her
                           conduct was at least not opposed to the Corporation's
                           best interests; and

                           (3) In the case of any criminal proceeding, the
                  person had no reasonable cause to believe his or her conduct
                  was unlawful.

                  (b) A director's conduct with respect to an employee benefit
         plan for a purpose the director reasonably believed to be in the
         interests of the participants in or beneficiaries of the plan is
         conduct that satisfies the requirement of Article IV Section
         2(a)(2)(B). A director's conduct with respect to an employee benefit
         plan for a purpose that the director did not reasonably believe to be
         in the interests of the participants in or beneficiaries of the plan
         shall be deemed not to satisfy the requirements of Article IV Section
         2(a)(1).

                  (c) The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent is not, of itself, determinative that the director did not
         meet the standard of conduct described in this Article IV Section 2.

                  (d) The Corporation may not indemnify a director under this
         Article IV Section 2 in either of the following circumstances:

                           (1) In connection with a proceeding by or in the
                  right of the Corporation in which the director was adjudged
                  liable to the Corporation; or

                           (2) In connection with any other proceeding charging
                  that the director derived an improper personal benefit,
                  whether or not involving action in an official capacity, in
                  which proceeding the director was adjudged liable on the basis
                  that he or she derived an improper personal benefit.

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

         3. MANDATORY INDEMNIFICATION OF DIRECTORS. The Corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

         4. ADVANCE OF EXPENSES TO DIRECTORS.


                                       13
<PAGE>   14


                  (a) The Corporation may pay for or reimburse the reasonable
         expenses incurred by a director who is a party to a proceeding in
         advance of final disposition of the proceeding if:

                           (1) The director furnishes to the Corporation a
                  written affirmation of the director's good faith belief that
                  he or she has met the standard of conduct described in Article
                  IV Section 2.

                           (2) The director furnishes to the Corporation a
                  written undertaking, executed personally or on the director's
                  behalf, to repay the advance if it is ultimately determined
                  that he or she did not meet the standard of conduct; and

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

                  (b) The undertaking required by Article IV Section 4(a)(2)
         shall be an unlimited general obligation of the director but need not
         be secured and may be accepted without reference to financial ability
         to make repayment.

                  (c) Determinations and authorizations of payments under this
         Article IV Section 4 shall be made in the manner specified in Article
         IV Section 6.

         5. COURT-ORDERED INDEMNIFICATION OF DIRECTORS. A director who is or was
a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court considers necessary,
may order indemnification in the following manner:

                  (a) If it determines that the director is entitled to
         mandatory indemnification under Article IV Section 3, the court shall
         order indemnification, in which case the court shall also order the
         Corporation to pay the director's reasonable expenses incurred to
         obtain court-ordered indemnification.

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



                                       14
<PAGE>   15
         6. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.

                  (a) The Corporation may not indemnify a director under Article
         IV Section 2 unless authorized in the specific case after a
         determination has been made that indemnification of the director is
         permissible in the circumstances because the director has met the
         standard of conduct set forth in Article IV Section 2. The Corporation
         shall not advance expenses to a director under Article IV Section 4
         unless authorized in the specific case after the written affirmation
         and undertaking required by Article IV Sections 4(a)(1) and 4(a)(2) are
         received and the determination required by Article IV Section 4(a)(3)
         has been made.

                  (b) The determinations required by Article IV Section 6(a)
         shall be made:

                           (1) By the board of directors by a majority vote of
                  those present at a meeting at which a quorum is present, and
                  only those directors not parties to the proceeding shall be
                  counted in satisfying the quorum; or

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

                  (c) If a quorum cannot be obtained as contemplated in Article
         IV Section 6(b)(1), and a committee cannot be established under Article
         IV Section 6(b)(2) if a quorum is obtained or a committee is
         designated, if a majority of the directors constituting such quorum or
         such committee so directs, the determination required to be made by
         Article IV Section 6(a) shall be made:

                           (1) By independent legal counsel selected by a vote
                  of the board of directors or the committee in the manner
                  specified in Article IV Sections 6(b)(1) or 6(b)(2), or, if a
                  quorum of the full board cannot be obtained and a committee
                  cannot be established, by independent legal counsel selected
                  by a majority vote of the full board of directors; or

                           (2) By the shareholders.

                  (d) Authorization of indemnification and advance of expenses
         shall be made in the same manner as the determination that
         indemnification or advance of expenses is permissible; except that, if
         the determination that indemnification or advance of expenses is
         permissible is made by independent legal counsel, authorization of
         indemnification and advance of expenses shall be made by the body that
         selected such counsel.


                                       15
<PAGE>   16


         7. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.

                  (a) An officer is entitled to mandatory indemnification under
         Article IV Section 3 and is entitled to apply for court-ordered
         indemnification under Article IV Section 5, in each case to the same
         extent as a director;

                  (b) The Corporation may indemnify and advance expenses to an
         officer, employee, fiduciary, or agent of the Corporation to the same
         extent as to a director; and

                  (c) The Corporation may also indemnify and advance expenses to
         an officer, employee, fiduciary, or agent who is not a director to a
         greater extent than is provided in these bylaws, if not inconsistent
         with public policy, and if provided for by general or specific action
         of its board of directors or shareholders or by contract.

         8. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the Corporation, or who, while a director, officer, employee,
fiduciary, or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign corporation or other person or of an
employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a director,
officer, employee, fiduciary, or agent, whether or not the Corporation would
have power to indemnify the person against the same liability under Article IV
Sections 2, 3, or 7. Any such insurance may be procured from any insurance
company designated by the board of directors, whether such insurance company is
formed under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the Corporation
has an equity or any other interest through stock ownership or otherwise.

         9. NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR. If the
Corporation indemnifies or advances expenses to a director under this Article in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall give written notice of the indemnification or advance to the
shareholders with or before the notice of the next shareholders' meeting. If the
next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                    ARTICLE V

                                     SHARES

         1. CERTIFICATES. Certificates representing shares of the capital stock
of the Corporation shall be in such form as is approved by the board of
directors and shall be signed by the chairman or vice chairman of the board of
directors (if any), or the president or any vice president and by the secretary
or an assistant secretary or the treasurer or an assistant treasurer. All
certificates shall be consecutively numbered, and the names of the owners, the
number of shares, and the date of issue shall be entered on the books of the
Corporation. Each certificate representing shares shall state upon its face



                                       16
<PAGE>   17


                  (a) The name of the Corporation;

                  (b) That the Corporation is organized under the laws of the
         State of Colorado;

                  (c) The name of the person to whom issued;

                  (d) The number and class of the shares and the designation of
         the series, if any, that the certificate represents;

                  (e) The par value, if any, of each share represented by the
         certificate; and

                  (f) Any restrictions imposed by the Corporation upon the
         transfer of the shares represented by the certificate.

         2. FACSIMILE SIGNATURES. Where a certificate is signed

                  (a) By a transfer agent other than the Corporation or its
         employee, or

                  (b) By a registrar other than the Corporation or its employee,
         any or all of the officers' signatures on the certificate required by
         Article V Section 1 may be facsimile. If any officer, transfer agent or
         registrar who has signed, or whose facsimile signature or signatures
         have been placed upon, any certificate, shall cease to be such officer,
         transfer agent, or registrar, whether because of death, resignation, or
         otherwise, before the certificate is issued by the Corporation, it may
         nevertheless be issued by the Corporation with the same effect as if he
         or she were such officer, transfer agent or registrar at the date of
         issue.

         3. TRANSFERS OF SHARES. Transfers of shares shall be made on the books
of the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner, or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly provided by the statutes of the State of Colorado or by order of a
court of competent jurisdiction. The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before making
any transfer. The Corporation shall be entitled to treat the person in whose
name any shares are registered on its books as the owner of those shares for all
purposes and shall not be bound to recognize any equitable or other claim or
interest in the shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest.

         4. SHARES HELD FOR ACCOUNT OF ANOTHER. The board of directors may adopt
by resolution a procedure whereby a shareholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons. The resolution shall set forth

                  (a) The classification of shareholders who may certify;


                                       17
<PAGE>   18


                  (b) The purpose or purposes for which the certification may be
         made;

                  (c) The form of certification and information to be contained
         herein;

                  (d) If the certification is with respect to a record date or
         closing of the stock transfer books, the time after the record date or
         the closing of the stock transfer books within which the certification
         must be received by the Corporation; and

                  (e) Such other provisions with respect to the procedure as are
         deemed necessary or desirable. Upon receipt by the Corporation of a
         certification complying with the procedure, the persons specified in
         the certification shall be deemed, for the purpose or purposes set
         forth in the certification, to be the holders of record of the number
         of shares specified in place of the shareholder making the
         certification.

                                   ARTICLE VI

                                  MISCELLANEOUS

         1. CORPORATE SEAL. The board of directors may adopt a seal, circular in
form and bearing the name of the Corporation and the words "SEAL" and
"COLORADO," which, when adopted, shall constitute the seal of the Corporation.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber-stamped with indelible ink. Even if the
Corporation has adopted a corporate seal, properly authorized actions of the
Corporation are effective whether or not any writing evidencing such action is
sealed.

         2. FISCAL YEAR. The board of directors may, by resolution, adopt a
fiscal year for the Corporation.

         3. RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received

                  (a) At the registered office of the Corporation in the State
         of Colorado;

                  (b) At the principal office of the Corporation (as that office
         is designated in the most recent document filed by the Corporation with
         the Secretary of State for the State of Colorado designating a
         principal office) addressed to the attention of the secretary of the
         Corporation;

                  (c) By the secretary of the corporation wherever the secretary
         may be found; or

                  (d) By any other person authorized from time to time by the
         board of directors, the president or the secretary to receive such
         writings, wherever such person is found.



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<PAGE>   19


         4. AMENDMENT OF BYLAWS. These Bylaws may at any time and from time to
time be amended, supplemented or repealed by the board of directors.

         The undersigned Secretary certifies that these Bylaws are the Bylaws of
IntelliReady, Inc. as adopted by the Board of Directors and Shareholders of the
Corporation at the Organizational Meeting held on November 3, 2000



                                           ------------------------------------
                                           David A. Groom, Assistant Secretary




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