AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            FRONTIER AIRLINES, INC.,
                             a Colorado corporation
                   (as amended and restated September 9, 1999)



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                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            FRONTIER AIRLINES, INC.,
                             a Colorado corporation
                   (as amended and restated September 9, 1999)

                                    Article 1
                                     OFFICES

Section 1.1.   Business Offices. Frontier Airlines, Inc., a Colorado corporation
(the "Corporation"),  may have such offices,  either within or outside the state
of Colorado, as the Board of Directors may from time to time determine or as the
business of the Corporation may require.

Section  1.2.  Registered  Office.  The  registered  office  of the  Corporation
required by the Colorado  Business  Corporation Act (the "Act") to be maintained
in  Colorado  shall be as set forth in the  Articles  of  Incorporation,  unless
changed as provided by law.

                                   Article 2
                                  SHAREHOLDERS

Section 2.1.   Annual  Meeting.  An  annual meeting of the shareholders shall be
held for the purpose of electing directors and for the transaction of such other
business  as may come  before  the  meeting on such date and at such time as the
Board of Directors shall fix in the notice of meeting;  the first annual meeting
subsequent  to the date of these  amended and restated  bylaws shall be held not
later than November 9, 2000, and subsequent annual meetings shall be held within
14 months of the annual meeting prior thereto. Failure to hold an annual meeting
as required by these bylaws shall not  invalidate  any action taken by the Board
of Directors or officers of the Corporation.

Section 2.2.   Special Meetings. Special meetings of the  shareholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute,  may be called by
the president or by the Board of Directors, and shall be called by the president
at the request of the holders of not less than 10% of all the outstanding shares
of the Corporation entitled to vote at the meeting.

Section 2.3.   Place of Meeting.  Any  meeting of the shareholders shall be held
at such place,  either within or outside  Colorado,  as may be designated in the
notice of meeting, or, if no place is designated in the notice, at the principal
office of the  Corporation  if in Colorado,  or if the  principal  office is not
located in Colorado, at the registered office of the Corporation in Colorado.

Section 2.4.   Notice of Meeting. Except as otherwise  required by law,  written
notice of each meeting of the shareholders  stating the place,  day, and hour of
the meeting and, in the case of a special  meeting,  the purpose or purposes for
which  the  meeting  is  called  shall be given,  either  personally  (including
delivery by private courier) or by first class, certified or registered mail, to
each shareholder of record entitled to notice of such meeting, not less ten (10)
nor more than sixty (60) days before the date of the meeting, except that if the
authorized  shares of the Corporation are to be increased,  at least thirty (30)
days'  notice  shall  be  given,  and if the  sale,  lease,  exchange  or  other
disposition  of all or  substantially  all of the  property  and  assets  of the
Corporation  not in the usual and regular  course of business is to be voted on,
at least twenty (20) days notice shall be given.  Such notice shall be deemed to
be given, if personally  delivered,  when delivered to the shareholder,  and, if
mailed,  when deposited in the United States mail,  addressed to the shareholder
at his  address as it appears on the stock  transfer  books of the  Corporation,
with postage thereon prepaid, but if three successive notices mailed to the last
known  address of any  shareholder  of record are returned as  undeliverable  no
further notices to such shareholder shall be necessary until another address for
such shareholder is made known to the Corporation.  If a meeting is adjourned to
another  time or place,  notice need not be given if the time and place  thereof
are  announced  at the  meeting,  unless  the  adjournment  is for more than one
hundred  twenty  (120) days or if after the  adjournment  a new  record  date is
fixed, in either of which case notice of the adjourned meeting shall be given to
each  shareholder of record  entitled to vote at the meeting in accordance  with
the foregoing provisions of this Section 2.4.

Section 2.5.   Waiver  of  Notice.  Whenever  notice  is  required  by  law, the
Articles of  Incorporation or these Bylaws,  to be given to any  shareholder,  a
waiver  thereof  signed by the  shareholder  entitled  to such  notice,  whether
before,  at or after the time stated therein,  shall be equivalent to the giving
of such notice.  By attending a meeting,  a shareholder (a) waives  objection to
lack of notice or defective  notice of such meeting unless the  shareholder,  at
the  beginning  of the  meeting,  objects to the  holding of the  meeting or the
transacting   of  business  at  the  meeting,   and  (b)  waives   objection  to
consideration  at such meeting of a particular  matter not within the purpose or
purposes described in the notice of such meeting unless the shareholder  objects
to considering the matter when it is presented.

Section  2.6.  Closing  of  Transfer  Books;  Record  Date.  For the  purpose of
determining  shareholders entitled to notice of or to vote at any meeting of the
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other  proper  purpose,  the Board of  Directors  may provide that the stock
transfer books shall be closed for any stated period not exceeding  seventy (70)
days. In lieu of closing the stock transfer books the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than seventy (70) days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books shall be closed or a record date fixed for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of the  shareholders,  such books shall be closed for at least,  or such
record shall be fixed not less than,  ten (10) days  immediately  preceding such
meeting  (30 days if the  authorized  stock is to be  increased,  20 days if the
sale,  lease,  exchange or other  disposition of all or substantially all of the
property and assets of the  Corporation  not in the usual and regular  course of
business is to be considered).  If the stock transfer books are not so closed or
no record date is so fixed, the date on which notice of the meeting is mailed or
the  date on which  the  resolution  of the  Board of  Directors  declaring  the
dividend  is  adopted,  as the case may be,  shall be the  record  date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any  meeting  of the  shareholders  has been  made as  provided  in this
Section,  such determination shall apply to any adjournment thereof except where
the  determination has been made through the closing of the stock transfer books
and the stated period of the closing has expired.  Notwithstanding the foregoing
provisions  of this  Section,  the  record  date  for  determining  shareholders
entitled  to take action  without a meeting as  provided  in Section  2.12 below
shall be the date specified in such Section.

Section  2.7.  Voting  Lists.  The officer or agent  having  charge of the stock
transfer  books for shares of the  Corporation  shall make, at the earlier of at
least ten (10) days before each meeting of the  shareholders or two (2) business
days after  notice of the  meeting  has been  given,  a  complete  record of the
shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each. For the period beginning the earlier of ten (10) days prior to the
meeting  or two (2)  business  days  after  notice of the  meeting  is given and
continuing through the meeting and any adjournment  thereof,  this list shall be
kept on file at the  principal  office  of the  Corporation,  whether  within or
outside of Colorado,  and shall be subject to inspection by any  shareholder for
any purpose germane to the meeting at any time during usual business hours. Such
record shall also be produced and kept open at the time and place of the meeting
and shall be  subject  to the  inspection  of any  shareholder  for any  purpose
germane to the meeting during the whole time of the meeting.  The original stock
transfer  books  shall be prima facie  evidence  as to who are the  shareholders
entitled to examine  such record or transfer  books or to vote at any meeting of
shareholders.

Section 2.8.   Proxies.  At  any meeting  of the shareholders, a shareholder may
vote by proxy  executed  in writing by the  shareholder  or his duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  secretary  of  the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven (11) months from the date of its execution,  unless otherwise provided in
the proxy.

Section 2.9.   Quorum and Manner of Acting.  At all meetings of shareholders,  a
majority  of  the  outstanding  shares  of the  Corporation  entitled  to  vote,
represented  in person or by proxy,  shall  constitute a quorum.  If a quorum is
present,  the  affirmative  vote of a majority of the shares  represented at the
meeting  and  entitled  to vote on the  subject  matter  shall be the act of the
shareholders,  unless  the vote of a greater  proportion  or number or voting by
classes is otherwise required by the laws of the state of Colorado, the Articles
of Incorporation or these Bylaws.  In the absence of a quorum, a majority of the
shares so  represented  may adjourn the meeting from time to time for period not
to exceed one  hundred  twenty  (120) days at any one  adjournment.  At any such
adjourned  meeting,  at which a quorum  shall be  present  or  represented,  any
business  may be  transacted  which might have been  transacted  at the original
meeting.

Section 2.10.  Voting of Shares.  Subject to the provisions of Section 3.6, each
outstanding  share of record,  regardless of class, is entitled to one vote, and
each  outstanding  fractional  share of record is  entitled  to a  corresponding
fractional vote, on each matter  submitted to a vote of the shareholders  either
at a meeting thereof or pursuant to Section 2.12,  except to the extent that the
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation as permitted by the Act. In the election of directors,
each record  holder of stock  entitled to vote at such  election  shall have the
right to vote the number of shares owned by him for as many persons as there are
directors  to be  elected,  and for  whose  election  he has the  right to vote.
Cumulative voting shall not be allowed.

Section 2.11.  Voting of Shares by Certain Holders.

(a) Shares Held or Controlled by the  Corporation.  Neither  treasury shares nor
shares held by another  corporation if a majority of the shares entitled to vote
for  the  election  of  directors  of  such  other  corporation  is held by this
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time.

(b) Shares Held by Another  Corporation.  Shares standing in the name of another
corporation  may be voted by such officer,  agent or proxy as the bylaws of such
corporation may prescribe or, in the absence of such provision,  as the board of
directors of such corporation may determine.

(c) Shares Held by More Than One Person.  Shares standing of record in the names
of two or more persons,  whether  fiduciaries,  members of a partnership,  joint
tenants,  tenants in common, tenants by the entirety or otherwise,  or if two or
more persons have the same  fiduciary  relationship  respecting the same shares,
voting with respect to the shares shall have the following effects:  (i) if only
one person votes,  his act binds all; (ii) if two or more persons vote,  the act
of the majority so voting binds all;  (iii) if two or more persons vote, but the
vote is evenly split on any particular matter,  each faction may vote the shares
in question proportionally, or any person voting the shares of a beneficiary, if
any, may apply to any court of competent  jurisdiction  in the state of Colorado
to appoint an additional person to act with the persons so voting the shares, in
which  case  the  shares  shall be voted as  determined  by a  majority  of such
persons; and (iv) if a tenancy is held in unequal interests,  a majority or even
split for the purposes of  subparagraph  (iii) shall be a majority or even split
in interest.  The  foregoing  effects of voting shall not be  applicable  if the
secretary of the  Corporation  is given  written  notice of  alternative  voting
provisions  and is furnished  with a copy of the instrument or order wherein the
alternative voting provisions are stated.

(d) Shares  Held in Trust or by a  Personal  Representative.  Shares  held by an
administrator,  executor, guardian, conservator or other personal representative
may be voted by him,  either in person or by proxy,  without a transfer  of such
shares into his name.  Shares  standing in the name of a trustee may be voted by
him,  either in person or by proxy,  but no trustee  shall be  entitled  to vote
shares held by him without a transfer of such shares into his name.

(e) Shares Held by a Receiver.  Shares standing in the name of a receiver may be
voted by such receiver and shares held by or under the control of a receiver may
be  voted  by such  receiver  without  the  transfer  thereof  into  his name if
authority so to do is contained  in an  appropriate  order of the court by which
such receiver was appointed.

(f) Pledged Shares. A shareholder  whose shares are pledged shall be entitled to
vote such  shares  until the shares have been  transferred  into the name of the
pledgee,  and  thereafter  the  pledgee  shall be entitled to vote the shares so
transferred.

(g) Redeemable  Shares Called for Redemption.  Redeemable  shares that have been
called for redemption  shall not be entitled to vote on any matter and shall not
be deemed  outstanding  shares on and after the date on which written  notice of
redemption has been mailed to  shareholders  and a sum sufficient to redeem such
shares  has  been  deposited  with a bank  or  trust  company  with  irrevocable
instruction  and  authority  to pay the  redemption  price to the holders of the
shares upon surrender of certificates therefor.

Section 2.12.  Action Without a Meeting.  Any action required or permitted to be
taken at a meeting of the shareholders  may be taken without a meeting,  without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken,  shall be signed by all of the  shareholders  entitled  to vote
with respect to the subject matter thereof. Such consent (which may be signed in
counterparts)  shall have the same force and effect as a  unanimous  vote of the
shareholders  and may be  stated as such in any  document.  Unless  the  consent
specifies a different effective date, action taken without a meeting pursuant to
a consent in writing as provided herein shall be effective when all shareholders
entitled  to vote have  signed  the  consent.  The record  date for  determining
shareholders  entitled  to take  action  without a meeting is the date the first
shareholder signs the consent. All consents signed pursuant to this Section 2.12
shall be delivered  to the  secretary of the  Corporation  for  inclusion in the
minutes or for filing with the corporate records.

                                   Article 3
                               BOARD OF DIRECTORS

Section 3.1.   General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors,  except as otherwise  provided in the Act,
the Articles of Incorporation or these Bylaws.

Section 3.2.   Number, Qualifications and Tenure. The number of directors of the
Corporation  shall be not less than three (3) nor more than thirteen (13),  with
the actual  number being set or changed , from time to time, by  resolutions  of
the then  existing  Board of  Directors.  Except as provided in Sections 2.1 and
3.5, directors shall be elected at each annual meeting of the shareholders. Each
director shall hold office until the next annual meeting of the shareholders and
thereafter  until his successor shall have been elected and qualified,  or until
his earlier death, resignation or removal. Directors must be a natural person at
least  18 years  old but  need not be  residents  of the  state of  Colorado  or
shareholders of the Corporation.

Section 3.3.   Resignation.  Any director  may  resign  at  any  time  by giving
written  notice to the  president  or to the Board of  Directors.  A  director's
resignation  shall take effect at the time  specified in the notice and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

Section 3.4.   Removal.  At  a  meeting  called  expressly for that purpose, the
entire Board of Directors or any lesser  number may be removed,  with or without
cause, by a vote of the holders of a majority of shares then entitled to vote at
an election of  directors,  except that if the holders of shares of any class of
stock are  entitled  to elect one or more  directors  by the  provisions  of the
Articles of Incorporation,  the provisions of this Section 3.4 shall apply, with
respect to the removal of a director or directors  so elected by such class,  to
the vote of the holders of the  outstanding  shares of that class and not to the
vote of the  outstanding  shares as a whole.  Any  reduction  in the  authorized
number of  directors  shall not have the  effect of  shortening  the term of any
incumbent  director  unless  such  director  is  also  removed  from  office  in
accordance with this Section 3.4.

Section  3.5.  Vacancies.    Unless  otherwise   required  in  the  Articles  of
Incorporation,  any  vacancy  occurring  in the  Board of  Directors,  including
vacancies  due to an increase in the number of  directors,  may be filled by the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum,  or by the  affirmative  vote of two  directors  if  there  are only two
directors remaining,  or by a sole remaining director, or by the shareholders if
there are no directors remaining.

Section 3.6.   Regular  Meetings.  A  regular  meeting of the Board of Directors
shall be held  immediately  after and at the same place as the annual meeting of
shareholders,  or as soon  thereafter  as  conveniently  may be, at the time and
place,  either within or outside the state of Colorado,  determined by the Board
of Directors,  for the purpose of electing  officers and for the  transaction of
such  other  business  as may come  before  the  meeting.  Failure  to hold such
meeting,  however,  shall not invalidate any action taken by any officer then or
thereafter in office.  The Board of Directors may provide,  by  resolution,  the
time and place, either within or outside the state of Colorado,  for the holding
of additional regular meetings without other notice than such resolution.

Section 3.7.   Special Meetings.  Special meetings of the Board of Directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any  convenient  place,  either within or outside the state of Colorado,  as the
place for holding any special meeting of the Board of Directors called by them.

Section 3.8.   Meetings by Telephone.  Unless otherwise provided by the Articles
of Incorporation,  one or more members of the Board of Directors may participate
in a meeting  of the Board of  Directors  by means of  conference  telephone  or
similar  communications  equipment  by which all  persons  participating  in the
meeting  can  hear  each  other  at the  same  time.  Such  participation  shall
constitute presence in person at the meeting.

Section  3.9.  Notice  of  Meetings.  Notice  of each  meeting  of the  Board of
Directors  (except  those  regular  meetings for which notice is not  required),
stating the place,  day and hour of the meeting  shall be given to each director
at least five (5) days prior  thereto by the mailing of written  notice by first
class,  certified  or  registered  mail,  or at least two days prior  thereto by
personal delivery  (including  delivery by private courier) of written notice or
by telephone, telegram, telex, cablegram or other similar method, except that in
the case of a meeting to be held pursuant to Section 3.8, notice may be given by
telephone not less than five (5) hours prior thereto.  The method of notice need
not be the same to each  director.  Notice  shall  be  deemed  to be given  when
deposited in the United States mail, with postage thereon prepaid,  addressed to
the  director  at  his  business  or  residence   address,   when  delivered  or
communicated  to the director or when the  telegram,  telex,  cablegram or other
form of notice is personally  delivered to the director or delivered to the last
address of the director  furnished by him to the  Corporation  for such purpose.
Neither the business to be  transacted  at nor the purpose of any meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting unless otherwise required by statute.

Section 3.10.  Waiver of  Notice.  Whenever  notice  is  required  by  law,  the
Articles of Incorporation or these Bylaws to be given to the directors, a waiver
thereof in writing  signed by the  director  entitled  to such  notice,  whether
before,  at or after the time stated therein,  shall be equivalent to the giving
of such notice.  By attending or participating  in a meeting,  a director waives
any required notice of such meeting unless, at the beginning of the meeting,  he
objects to the  holding of the  meeting or the  transacting  of  business at the
meeting.

Section 3.11.  Presumption of Assent.  A director who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he objects at the beginning
of the meeting to the holding of the meeting or the  transacting  of business at
the meeting,  contemporaneously requests that his dissent to the action taken be
entered in the minutes of such meeting or gives written notice of his dissent to
the presiding officer of such meeting before its adjournment or to the secretary
of the Corporation  immediately after adjournment of such meeting.  The right of
dissent as to a specific  action taken at a meeting of the Board of Directors is
not available to a director who votes in favor of such action.

Section 3.12.  Quorum and Manner of Acting.  Except as otherwise may be required
by law, the Articles of  Incorporation or these Bylaws, a majority of the number
of directors  fixed in accordance  with these Bylaws,  present in person,  shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors,  and the vote of a majority of the directors  present at a meeting
at which a quorum is present shall be the act of the Board of Directors. If less
than such majority is present at a meeting,  a majority of the directors present
may adjourn the meeting from time to time without  further  notice other than an
announcement  at the meeting,  until a quorum shall be present.  No director may
vote or act by proxy or power of attorney at any meeting of directors.

Section 3.13.  Action Without a Meeting.  Any action required or permitted to be
taken at a meeting of the  directors  may be taken  without a  meeting,  without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken,  shall be signed by all of the  directors.  Such consent (which
may be  signed  in  counterparts)  shall  have the same  force  and  effect as a
unanimous  vote of the  directors  and may be  stated  as such in any  document.
Unless the consent specifies a different  effective date, action taken without a
meeting  pursuant to a consent in writing as provided  herein is effective  when
all  directors  have signed the consent.  All consents  signed  pursuant to this
Section  3.13  shall  be  delivered  to the  secretary  of the  Corporation  for
inclusion in the minutes or for filing with the corporate records.

Section  3.14. Executive  and  Other   Committees.  The Board of  Directors,  by
resolution  adopted by a majority of the full Board of Directors,  may designate
from among its members an executive  committee and one or more other committees,
each of which,  to the  extent  provided  in the  resolution  establishing  such
committee,  shall have and may  exercise  all of the  authority  of the Board of
Directors in the  management  of the  business  and affairs of the  Corporation,
except that no such  committee  shall have the power or authority to (i) declare
dividends  or   distributions,   (ii)  approve,   recommend  or  submit  to  the
shareholders  actions  or  proposals  required  by  law  to be  approved  by the
shareholders;  (iii) fill  vacancies on the Board of Directors or any  committee
thereof; including any committee authorized by this Section 3.14, (iv) amend the
Articles of Incorporation (v) adopt, amend or repeal the Bylaws;  (vi) approve a
plan of merger  not  requiring  shareholder  approval;  (vii)  reduce  earned or
capital surplus,  (viii) authorize or approve the reacquisition of shares of the
Corporation,  unless  pursuant to a general  formula or method  specified by the
Board of Directors, or (ix) authorize or approve the issuance or sale of, or any
contract to issue or sell,  shares of the  Corporation's  stock or designate the
terms of a series of a class of  shares.  The  delegation  of  authority  to any
committee  shall not operate to relieve the Board of  Directors or any member of
the Board of Directors from any  responsibility  imposed by law.  Subject to the
foregoing,  the Board of  Directors  may provide such  powers,  limitations  and
procedures for such committees as the Board of Directors deems advisable. To the
extent  the  Board  of  Directors  does not  establish  other  procedures,  each
committee  shall be governed by the procedures set forth in Sections 3.6 (except
as they relate to an annual  meeting) and 3.7 through  3.13 as if the  committee
were the Board of Directors.  Each committee  shall keep regular  minutes of its
meetings,  which shall be reported to the Board of Directors  when  required and
submitted to the  secretary of the  Corporation  for  inclusion in the corporate
records.

Section 3.15.  Compensation.   By   resolution   of   the  Board  of  Directors,
notwithstanding  any personal  interest of a director in such action, a director
may be paid his expenses,  if any, of attendance at each meeting of the Board of
Directors  and each meeting of any  committee of the Board of Directors of which
he is a member and may be paid a fixed sum for  attendance  at each such meeting
or a stated  salary,  or both a fixed sum and a stated  salary.  No such payment
shall  preclude any director from serving the  Corporation in any other capacity
and receiving compensation therefor.

                                    Article 4
                                    OFFICERS

Section 4.1.   Number and Qualifications. The officers of the Corporation  shall
consist of a president,  a secretary  and a treasurer  and such other  officers,
including a chairman of the board, one or more vice presidents and a controller,
as may from time to time be elected or appointed by the Board of  Directors.  In
addition,  the Board of  Directors  or the  president  may elect or appoint such
assistant and other subordinate  officers,  including assistant vice presidents,
assistant secretaries and assistant treasurers, as it or he shall deem necessary
or appropriate.  One person may hold more than one office.  All officers must be
at least 18 years old.

Section 4.2.   Election and Term of Office.  Except as  provided in Sections 4.1
and 4.6,  the  officers  of the  Corporation  shall be  elected  by the Board of
Directors  annually at the first  meeting of the Board of  Directors  held after
each annual  meeting of the  shareholders  as  provided  in Section  3.6. If the
election of officers shall not be held as provided  herein,  such election shall
be held as soon  thereafter  as  conveniently  may be. Each  officer  shall hold
office  until  his  successor  shall  have  been duly  elected  and  shall  have
qualified, or until the expiration of his term in office if elected or appointed
for a specified  period of time,  or until his  earlier  death,  resignation  or
removal.

Section 4.3.   Compensation.  Officers shall receive such compensation for their
services  as may be  authorized  or ratified  by the Board of  Directors  and no
officer shall be prevented  from  receiving  compensation  by reason of the fact
that he is also a director of the  Corporation.  Election or  appointment  as an
officer shall not of itself create a contract or other right to compensation for
services performed as such officer.

Section  4.4.  Resignation.  Any officer may resign at any time,  subject to any
rights or obligations  under any existing  contracts between the officer and the
Corporation,  by  giving  written  notice  to the  president  or to the Board of
Directors.  An officer's  resignation shall take effect at the time specified in
such notice,  and unless  otherwise  specified  therein,  the acceptance of such
resignation shall not be necessary to make it effective.

Section  4.5.  Removal.  Any  officer may be removed at any time by the Board of
Directors,  or, in the case of assistant and other subordinate  officers, by the
Board of Directors or the  president  (whether or not such officer was appointed
by the president) whenever in its or his judgment,  as the case may be, the best
interests of the Corporation  will be served thereby,  but such removal shall be
without  prejudice  to the  contract  rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  shall not in itself  create  contract
rights.

Section 4.6.   Vacancies.  A  vacancy in any office, however occurring,  may  be
filled  by the  Board of  Directors,  or,  if such  office  may be filled by the
president  as  provided  in Section  4.1, by the  president,  for the  unexpired
portion of the officer's term.

Section 4.7.   Authority and Duties. The officers of the Corporation  shall have
the  authority  and shall  exercise the powers and perform the duties  specified
below  and as may be  additionally  specified  by the  president,  the  Board of
Directors  or these Bylaws (and in all cases where the duties of any officer are
not  prescribed by the Bylaws or by the Board of  Directors,  such officer shall
follow the orders and  instructions of the president),  except that in any event
each  officer  shall  exercise  such  powers and  perform  such duties as may be
required by law.

(a) President. The president shall, s ubject to the direction and supervision of
the Board of Directors,  (i) be the chief executive  officer of the Corporation,
and have  general and active  control of its affairs  and  business  and general
supervision  of its  officers,  agents and  employees;  (ii)  unless  there is a
chairman of the board, preside at all meetings of the shareholders and the Board
of  Directors;  (iii)  see that  all  orders  and  resolutions  of the  Board of
Directors are carried into effect; and (iv) perform all other duties incident to
the office of  president  and as from time to time may be assigned to him by the
Board of Directors.

(b) Vice  Presidents.  The vice president,  if any (or if there is more than one
then each vice  president),  shall assist the  president  and shall perform such
duties as may be assigned to him by the  president or by the Board of Directors.
The vice president,  if there is one (or if there is more than one then the vice
president  designated  by  the  Board  of  Directors,  or if  there  be no  such
designation then the vice presidents in order of their election),  shall, at the
request of the  president,  or in his  absence or  inability  or refusal to act,
perform the duties of the president and when so acting shall have all the powers
of and be subject to all the  restrictions  upon the president.  Vice presidents
may be designated as "Senior,"  "Executive," or "Assistant" vice presidents,  at
the election of the Board of  Directors,  and shall have such powers and perform
such  duties  as may be  assigned  to them by the  president  or by the Board of
Directors.

(c) Secretary.  The secretary  shall (i) keep the minutes of the  proceedings of
the  shareholders,  the Board of Directors  and any  committees  of the Board of
Directors;  (ii) see that all  notices  are duly  given in  accordance  with the
provisions  of these  Bylaws or as required by law;  (iii) be  custodian  of the
corporate  records  and of  the  seal  of  the  Corporation;  (iv)  keep  at the
Corporation's registered office or principal place of business within or outside
the  state of  Colorado  a record  containing  the names  and  addresses  of all
shareholders and the number and class of shares held by each, unless such record
shall be kept at the office of the  Corporation's  transfer  agent or registrar;
(v) have  general  charge  of the stock  books of the  Corporation,  unless  the
Corporation  has a  transfer  agent;  and (vi) in  general,  perform  all duties
incident to the office of  secretary  and such other duties as from time to time
may be assigned to him by the president or by the Board of Directors.  Assistant
secretaries,  if any,  shall  have  the  same  duties  and  powers,  subject  to
supervision by the secretary.

(d) Treasurer.  The treasurer shall: (i) be the principal  financial  officer of
the  Corporation  and have the care and  custody of all its  funds,  securities,
evidences of  indebtedness  and other personal  property of the  Corporation and
shall  deposit  the same in  accordance  with the  instructions  of the Board of
Directors; (ii) receive and give receipts and acquittances for moneys paid in on
account of the Corporation, and shall pay out of the Corporation's funds on hand
all bills,  payrolls and other just debts of the  Corporation of whatever nature
upon maturity;  (iii) unless there is a controller,  be the principal accounting
officer of the  Corporation  and as such  prescribe and maintain the methods and
systems  of  accounting  to be  followed,  keep  complete  books and  records of
account,  prepare and file all local,  state and federal tax returns,  prescribe
and maintain an adequate system of internal audit and prepare and furnish to the
president and the Board of Directors statements of account showing the financial
position of the Corporation and the results of its operations; (iv) upon request
of the Board of  Directors,  make such  reports to it as may be  required at any
time;  and (v) perform all other duties  incident to the office of treasurer and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors or the president.  Assistant  treasurers,  if any, shall have the same
powers and duties, subject to the supervision by the treasurer.

Section 4.8.   Surety  Bonds. The Board of Directors  may require any officer or
agent of the  Corporation to execute to the  Corporation a bond in such sums and
with  such  sureties  as  shall  be  satisfactory  to the  Board  of  Directors,
conditioned upon the faithful  performance of his duties and for the restoration
to the Corporation of all books, papers,  vouchers,  money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

                                    Article 5
                                      STOCK

Section 5.1.   Issuance of  Shares.  The issuance or sale  by the Corporation of
any shares of its  authorized  capital  stock of any class,  including  treasury
shares, shall be made only upon authorization by the Board of Directors,  except
as  otherwise  may be  provided  by law.  No shares  shall be issued  until full
consideration  has been  received  therefor.  Every  issuance of shares shall be
recorded  on the  books  maintained  for such  purpose  by or on  behalf  of the
Corporation.

Section 5.2.   Stock Certificates; Uncertificated Shares. The shares of stock of
the Corporation  shall be represented by certificates,  except that the Board of
Directors  may  authorize  the  issuance  of any class or series of stock of the
Corporation  without  certificates as provided by law. If shares are represented
by  certificates,  such  certificates  shall  be  signed  in  the  name  of  the
Corporation by the chairman or vice chairman of the Board of Directors or by the
president or a vice president and by the treasurer or an assistant  treasurer or
by the  secretary  or an  assistant  secretary  and sealed  with the seal of the
Corporation or with a facsimile  thereof.  The  signatures of the  Corporation's
officers  on any  certificate  may  also be  facsimiles  if the  certificate  is
countersigned  by a transfer  agent or  registered  by a registrar.  In case any
officer who has signed or whose  facsimile  signature  has been placed upon such
certificate  shall have ceased to be such  officer  before such  certificate  is
issued,  it may be issued by the Corporation  with the same effect as if he were
such  officer at the date of its issue.  Certificates  of stock shall be in such
form consistent with law as shall be prescribed by the Board of Directors.

Section  5.3.  Consideration  for  Shares.  Shares  shall  be  issued  for  such
consideration  expressed in dollars (but not less than the par value thereof, if
any) as shall be fixed  from  time to time by the Board of  Directors.  Treasury
shares shall be disposed of for such  consideration  expressed in dollars as may
be fixed from time to time by the Board of  Directors.  Such  consideration  may
consist, in whole or in part, of money, other property,  tangible or intangible,
or labor or services  actually  performed for the  Corporation,  but neither the
promissory  note  of a  subscriber  or  direct  purchaser  of  shares  from  the
Corporation,  nor the unsecured or  nonnegotiable  promissory  note of any other
person, nor future services shall constitute payment or part payment for shares.

Section 5.4.   Lost Certificates.  In case of the alleged loss,  destruction  or
mutilation  of a  certificate  of stock,  the Board of Directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as the  Board of  Directors  may  prescribe.  The  Board of
Directors may in its discretion  require a bond in such form and amount and with
such surety as it may determine before issuing a new certificate.

Section  5.5.  Transfer  of  Shares.  Upon  presentation  and  surrender  to the
Corporation  or to the  Corporation's  transfer  agent of a certificate of stock
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority  to  transfer,  payment  of  all  transfer  taxes,  if  any,  and  the
satisfaction  of any  other  requirements  of law,  including  inquiry  into and
discharge  of any  adverse  claims  of which the  Corporation  has  notice,  the
Corporation  or the transfer  agent shall issue a new  certificate to the person
entitled  thereto,  cancel the old  certificate  and record the  transfer on the
books  maintained  for such  purpose  by or on  behalf  of the  Corporation.  No
transfer of shares shall be  effective  until it has been entered on such books.
The  Corporation  or the  Corporation's  transfer  agent may require a signature
guaranty  or  other  reasonable  evidence  that any  signature  is  genuine  and
effective before making any transfer.  Transfers of uncertificated  shares shall
be made in accordance with applicable provisions of law.

Section 5.6.   Holders of Record. The Corporation shall be entitled to treat the
holder  of  record of any  share of stock as the  holder  in fact  thereof,  and
accordingly  shall not be bound to recognize  any equitable or other claim to or
interest in such share on the part of any other  person  whether or not it shall
have express or other notice  thereof,  except as may be required by the laws of
the state of Colorado.

Section 5.7.   Shares Held for Account of Another.  The  Board  of Directors, in
the manner  provided by the Act, may adopt 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.  Upon receipt by the Corporation of a
certification  complying  with such  procedure,  the  persons  specified  in the
certification shall be deemed, for the purpose or purposes set forth therein, to
be the  holders  of record of the  number  of shares  specified  in place of the
shareholder making the certification.

Section  5.8.  Transfer  Agents,  Registrars  and  Paying  Agents.  The Board of
Directors may at its discretion appoint one or more transfer agents,  registrars
or agents for making payment upon any class of stock,  bond,  debenture or other
security of the  Corporation.  Such agents and  registrars may be located either
within or outside  of the state of  Colorado.  They  shall have such  rights and
duties and shall be entitled to such compensation as may be agreed.

                                    Article 6
                                 INDEMNIFICATION

Section 6.1.   Definitions.  For purposes of this Article 6, the following terms
shall have the meanings set forth below:

(a) Act. The term "Act" means the Colorado Business Corporation Act as it exists
on the date of the adoption of this  Article and as it may  hereafter be amended
from time to time, but in the case of any amendment, only to the extent that the
amendment permits the Corporation to provide broader indemnification rights than
the Act permitted the Corporation to provide at the date of the adoption of this
Article and prior to the amendment.

(b) Corporation.  The term "Corporation"  means the Corporation and, in addition
to the resulting or surviving  corporation,  any domestic or foreign predecessor
entity of the  Corporation in a merger,  consolidation  or other  transaction in
which the predecessor's existence ceased upon consummation of the transaction.

(c)  Expenses.  The term  "expenses"  means the actual and  reasonable  expenses
(including but not limited to expenses of investigation and preparation and fees
and disbursements of counsel,  accountants or other experts) incurred by a party
in connection with a proceeding.

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

(e) Party.  The term "party" means any  individual who was, is, or is threatened
to be made, a named  defendant or  respondent  in a proceeding  by reason of the
fact that he is or was a director,  officer or employee of the  Corporation  and
any individual who, while a director,  officer or employee of the Corporation is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
partner, trustee, employee,  fiduciary or agent of any other foreign or domestic
corporation or of any  partnership,  joint venture,  trust,  other enterprise or
employee  benefit  plan. A party shall be  considered  to be serving an employee
benefit plan at the Corporation's  request if his duties to the Corporation also
impose  duties  on or  otherwise  involve  services  by him to  the  plan  or to
participants in or beneficiaries of the plan.

(f) Proceeding. The term "proceeding" means any threatened, pending or completed
action,  suit or proceeding,  or any appeal  therein,  whether civil,  criminal,
administrative,  arbitrative or investigative  (including an action by or in the
right of the Corporation), and whether formal or informal.

Section 6.2.   Right  to  Indemnification.  The Corporation  shall indemnify any
party to a proceeding  against liability incurred in, relating to or as a result
of the  proceeding to the fullest  extent  permitted by law  (including  without
limitation  in  circumstances  in which,  in the  absence of this  Section  6.2,
indemnification  would be (a)  discretionary  under  the Act or (b)  limited  or
subject to particular standards of conduct under the Act).

Section 6.3.   Advancement of Expenses.  In the event of any proceeding in which
a party is involved or which may give rise to a right of  indemnification  under
this Article,  following  written request to the  Corporation by the party,  the
Corporation  shall pay to the party,  to the  fullest  extent  permitted  by law
(including  without limitation in circumstances in which, in the absence of this
Section 6.2, advancement of expenses would be (a) discretionary under the Act or
(b)  limited or  subject  to  particular  standards  of conduct  under the Act),
amounts to cover expenses  incurred by the party in,  relating to or as a result
of such proceeding in advance of its final disposition.

Section 6.4.   Burden of Proof.  If  under  applicable  law the entitlement of a
party to be indemnified or advanced  expenses  hereunder  depends upon whether a
standard of conduct has been met, the burden of proof of  establishing  that the
party  did  not act in  accordance  with  such  standard  shall  rest  with  the
Corporation.  A party shall be presumed  to have acted in  accordance  with such
standard and to be entitled to  indemnification  or the  advancement of expenses
(as the case may be) unless,  based upon a  preponderance  of the  evidence,  it
shall be determined that the party has not met such standard. Such determination
and any evaluation as to the  reasonableness of amounts claimed by a party shall
be made by the Board of  Directors  of the  Corporation  or such  other  body or
persons as may be permitted by the Act. Subject to any express limitation of the
Act, if so requested by the party,  such  determination and evaluation as to the
reasonableness  of the amounts claimed by the party shall be made by independent
counsel  who is selected by the party and  approved  by the  Corporation  (which
approval  shall not be  unreasonably  withheld).  For purposes of this  Article,
unless  otherwise  expressly  stated,  the  termination  of  any  proceeding  by
judgment,  order,  settlement  (whether  with  or  without  court  approval)  or
conviction,  or upon a plea of nolo  contendere  or its  equivalent,  shall  not
create  a  presumption  that a party  did not meet any  particular  standard  of
conduct  or have any  particular  belief  or that a court  has  determined  that
indemnification is not permitted by applicable law.

Section 6.5.   Notification and Defense of Claim.  Promptly  after  receipt by a
party of notice of the  commencement  of any  proceeding,  the party shall, if a
claim in  respect  thereof  is to be made  against  the  Corporation  under this
Article,  notify  the  Corporation  in  writing  of  the  commencement  thereof;
provided,  however,  that  delay  in so  notifying  the  Corporation  shall  not
constitute  a waiver or release by the party of any rights  under this  Article.
With respect to any such  proceeding:  (a) the Corporation  shall be entitled to
participate therein at its own expense;  (b) any counsel  representing the party
to be indemnified in connection with the defense or settlement  thereof shall be
counsel  mutually  agreeable  to the party and to the  Corporation;  and (c) the
Corporation  shall have the right,  at its  option,  to assume and  control  the
defense or settlement  thereof,  with counsel  satisfactory to the party. If the
Corporation  assumes  the  defense of the  proceeding,  the party shall have the
right to employ  its own  counsel,  but the fees and  expenses  of such  counsel
incurred  after notice from the  Corporation of its assumption of the defense of
such  proceeding  shall be at the expense of the party unless (i) the employment
of such counsel has been  specifically  authorized by the Corporation,  (ii) the
party shall have  reasonably  concluded that there may be a conflict of interest
between  the  Corporation  and the party in the  conduct of the  defense of such
proceeding,  or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such  proceeding.  Notwithstanding  the  foregoing,  if an
insurance  carrier has supplied  directors'  and officers'  liability  insurance
covering a proceeding  and is entitled to retain counsel for the defense of such
proceeding,  then the  insurance  carrier  shall  retain  counsel to conduct the
defense  of such  proceeding  unless  the  party and the  Corporation  concur in
writing that the insurance  carrier's doing so is  undesirable.  The Corporation
shall not be liable under this Article for any amounts paid in settlement of any
proceeding  effected  without its written  consent.  The  Corporation  shall not
settle any  proceeding in any manner that would impose any penalty or limitation
on a party without the party's written consent. Consent to a proposed settlement
of any proceeding  shall not be unreasonably  withheld by either the Corporation
or the party.

Section  6.6.  Enforcement.  The right to  indemnification  and  advancement  of
expenses  granted by this Article shall be enforceable in any court of competent
jurisdiction if the Corporation  denies the claim, in whole or in part, or if no
disposition  of such claim is made within 90 days after the written  request for
indemnification  or advancement of expenses is received.  If successful in whole
or in  part in  such  suit,  the  party's  expenses  incurred  in  bringing  and
prosecuting such claim shall also be paid by the Corporation. Whether or not the
party has met any  applicable  standard of  conduct,  the court in such suit may
order  indemnification  or the advancement of expenses as the court deems proper
(subject to any express limitation of the Act).  Further,  the Corporation shall
indemnify a party from and against any and all expenses and, if requested by the
party,  shall (within 10 business days of such request) advance such expenses to
the party, which are incurred by the party in connection with any claim asserted
against  or suit  brought by the party for  recovery  under any  directors'  and
officers' liability insurance policies maintained by the Corporation, regardless
of whether the party is unsuccessful in whole or in part in such claim or suit.

Section 6.7.   Proceedings  by  a  Party.  The  Corporation  shall  indemnify or
advance  expenses to a party in connection with any proceeding (or part thereof)
initiated by the party only if such  proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.

Section 6.8.   Subrogation. In the event of any payment under this Article,  the
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of the indemnified party, who shall execute all papers and do
everything  that may be  necessary to assure such rights of  subrogation  to the
Corporation.

Section 6.9.   Other Payments.  The  Corporation  shall not be liable under this
Article  to make any  payment  in  connection  with any  proceeding  against  or
involving  a party to the  extent  the party  has  otherwise  actually  received
payment  (under any  insurance  policy,  agreement or  otherwise) of the amounts
otherwise  indemnifiable  hereunder.  A party shall repay to the Corporation the
amount of any payment the  Corporation  makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent the
party has otherwise  actually  received  payment  (under any  insurance  policy,
agreement or otherwise) of such amount.

Section  6.10. Insurance.  So  long as any  party  who is or was an  officer  or
director of the Corporation may be subject to any possible  proceeding by reason
of the fact that he is or was an officer or director of the  Corporation  (or is
or was  serving  in any one or  more of the  other  capacities  covered  by this
Article during his tenure as officer or director),  if the Corporation maintains
an insurance  policy or policies  providing  directors' and officers'  liability
insurance,  such officer or director shall be covered by such policy or policies
in  accordance  with its or their  terms to the maximum  extent of the  coverage
applicable to any then current  officer or director of the  Corporation,  or the
Corporation  shall  purchase  and  maintain  in effect  for the  benefit of such
officer  or  director  one or more  valid,  binding  and  enforceable  policy or
policies of  directors'  and officers'  liability  insurance  providing,  in all
respects,  coverage at least  comparable  to that  provided to any then  current
officer or director at the Corporation.

Section  6.11. Other  Rights and  Remedies.  The rights to  indemnification  and
advancement  of expenses  provided in this  Article  shall be in addition to any
other  rights  to which a party  may have or  hereafter  acquire  under any law,
provision of the Articles of  Incorporation,  any other or further  provision of
these bylaws, vote of the shareholders or directors, agreement or otherwise. The
Corporation  shall have the right,  but shall not be obligated,  to indemnify or
advance  expenses to any agent of the Corporation not otherwise  covered by this
Article in accordance with and to the fullest extent permitted by the Act.

Section  6.12. Applicability;   Effect.  The  rights   to   indemnification  and
advancement of expenses  provided in this Article shall be applicable to acts or
omissions that occurred prior to the adoption of this Article, shall continue as
to any party  during  the  period  such  party  serves in any one or more of the
capacities  covered by this Article,  shall  continue  thereafter so long as the
party may be subject to any  possible  proceeding  by reason of the fact that he
served in any one or more of the capacities  covered by this Article,  and shall
inure to the  benefit of the estate and  personal  representatives  of each such
person.  Any  repeal  or  modification  of this  Article  or of any  Section  or
provision hereof shall not affect any rights or obligations  then existing.  All
rights to indemnification under this Article shall be deemed to be provided by a
contract between the Corporation and each party covered hereby.

Section 6.13.  Severability.  If  any provision of this Article shall be held to
be invalid, illegal or unenforceable for any reason whatsoever (a) the validity,
legality  and  enforceability  of  the  remaining  provisions  of  this  Article
(including  without  limitation,  all  portions of any  Sections of this Article
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves  invalid,  illegal or unenforceable)  shall not in any way be
affected  or  impaired  thereby,  and (b) to the fullest  extent  possible,  the
provisions of this Article (including,  without limitation,  all portions of any
Section  of this  Article  containing  any such  provision  held to be  invalid,
illegal  or  unenforceable,   that  are  not  themselves  invalid,   illegal  or
unenforceable)  shall be  construed  so as to give  effect to the intent of this
Article  that each party  covered  hereby is entitled to the fullest  protection
permitted by law.

                                    Article 7
                                  MISCELLANEOUS

Section 7.1.   Voting  of  Securities  by  the  Corporation.   Unless  otherwise
provided by resolution of the Board of Directors,  on behalf of the  Corporation
the  president or any vice  president  shall  attend in person or by  substitute
appointed by him, or shall  execute  written  instruments  appointing a proxy or
proxies to represent the Corporation at, all meetings of the shareholders of any
other  corporation,  association or other entity in which the Corporation  holds
any stock or other  securities,  and may execute  written waivers of notice with
respect to any such meetings. At all such meetings and otherwise,  the president
or any vice  president,  in person or by substitute  or proxy as aforesaid,  may
vote the stock or other  securities so held by the  Corporation  and may execute
written  consents  and any  other  instruments  with  respect  to such  stock or
securities  and may  exercise  any and all  rights and  powers  incident  to the
ownership of said stock or securities, subject, however, to the instructions, if
any, of the Board of Directors.

Section 7.2.   Seal. The corporate seal of the Corporation shall be in such form
as adopted by the Board of Directors,  and any officer of the  Corporation  may,
when and as required,  affix or impress the seal, or a facsimile thereof,  to or
on any instrument or document of the Corporation.

Section 7.3.   Fiscal  Year.  The  fiscal year  of  the  Corporation shall be as
established by the Board of Directors.

Section 7.4.   Amendments.  The  Board  of  Directors  may amend or repeal these
bylaws unless the Articles of  Incorporation  reserve such power  exclusively to
the  shareholders  in  whole  or in part or the  shareholders,  in  amending  or
repealing a particular  bylaw  provision,  provide  expressly  that the Board of
Directors  may not amend or repeal such  bylaw.  The  shareholders  may amend or
repeal the bylaws  even though the bylaws may also be amended or repealed by the
Board of Directors.

Section 7.5.   Gender.  The masculine gender is used in these bylaws as a matter
of convenience  only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

Section 7.6.   Conflicts.  In the event of any  irreconcilable  conflict between
these  bylaws  and  either  the  Corporation's   Articles  of  Incorporation  or
applicable law, the latter shall control.

Section 7.7.   Definitions. Except as otherwise  specifically  provided in these
bylaws,  all terms used in these bylaws shall have the same definition as in the
Act.



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                                TABLE OF CONTENTS

                                                                           Page


Article 1         OFFICES...................................................1

         Section 1.1.   Business Offices....................................1

         Section 1.2.   Registered Office...................................1


Article 2         SHAREHOLDERS..............................................1

         Section 2.1.   Annual Meeting......................................1

         Section 2.2.   Special Meetings....................................1

         Section 2.3.   Place of Meeting....................................1

         Section 2.4.   Notice of Meeting...................................1

         Section 2.5.   Waiver of Notice....................................2

         Section 2.6.   Closing of Transfer Books; Record Date..............2

         Section 2.7.   Voting Lists........................................3

         Section 2.8.   Proxies.............................................3

         Section 2.9.   Quorum and Manner of Acting.........................3

         Section 2.10.  Voting of Shares....................................3

         Section 2.11.  Voting of Shares by Certain Holders.................4

         Section 2.12.  Action Without a Meeting............................5


Article 3         BOARD OF DIRECTORS........................................5

         Section 3.1.   General Powers......................................5

         Section 3.2.   Number, Qualifications and Tenure...................5

         Section 3.3.   Resignation.........................................5

         Section 3.4.   Removal.............................................6

         Section 3.5.   Vacancies...........................................6

         Section 3.6.   Regular Meetings....................................6

         Section 3.7.   Special Meetings....................................6

         Section 3.8.   Meetings by Telephone...............................6

         Section 3.9.   Notice of Meetings..................................6

         Section 3.10.  Waiver of Notice....................................7

         Section 3.11.  Presumption of Assent...............................7

         Section 3.12.  Quorum and Manner of Acting.........................7

         Section 3.13.  Action Without a Meeting............................7

         Section 3.14.  Executive and Other Committees......................8

         Section 3.15.  Compensation........................................8


Article 4         OFFICERS..................................................8

         Section 4.1.   Number and Qualifications...........................8

         Section 4.2.   Election and Term of Office.........................9

         Section 4.3.   Compensation........................................9

         Section 4.4.   Resignation.........................................9

         Section 4.5.   Removal.............................................9

         Section 4.6.   Vacancies...........................................9

         Section 4.7.   Authority and Duties................................9

                  (a)   President...........................................9

                  (b)   Vice Presidents....................................10

                  (c)   Secretary..........................................10

                  (d)   Treasurer..........................................10

         Section 4.8.   Surety Bonds.......................................11


Article 5         STOCK....................................................11

         Section 5.1.   Issuance of Shares.................................11

         Section 5.2.   Stock Certificates; Uncertificated Shares..........11

         Section 5.3.   Consideration for Shares...........................11

         Section 5.4.   Lost Certificates..................................11

         Section 5.5.   Transfer of Shares.................................12

         Section 5.6.   Holders of Record..................................12

         Section 5.7.   Shares Held for Account of Another.................12

         Section 5.8.   Transfer Agents, Registrars and Paying Agents......12


Article 6         INDEMNIFICATION..........................................12

         Section 6.2.   Right to Indemnification...........................13

         Section 6.3.   Advancement of Expenses............................13

         Section 6.4.   Burden of Proof....................................14

         Section 6.5.   Notification and Defense of Claim..................14

         Section 6.6.   Enforcement........................................15

         Section 6.7.   Proceedings by a Party.............................15

         Section 6.8.   Subrogation........................................15

         Section 6.9.   Other Payments.....................................15

         Section 6.10.  Insurance..........................................15

         Section 6.11.  Other Rights and Remedies..........................16

         Section 6.12.  Applicability; Effect..............................16

         Section 6.13.  Severability.......................................16


Article 7         MISCELLANEOUS............................................16

         Section 7.1.   Voting of Securities by the Corporation............16

         Section 7.2.   Seal...............................................17

         Section 7.3.   Fiscal Year........................................17

         Section 7.4.   Amendments.........................................17

         Section 7.5.   Gender.............................................17

         Section 7.6.   Conflicts..........................................17

         Section 7.7.   Definitions........................................17



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